FEDERATED MUNICIPAL TRUST
485BPOS, 1995-12-26
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                                   1933 Act File No. 33-31259
                                   1940 Act File No. 811-5911

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933       X
                                                               --

   Pre-Effective Amendment No.       .............
                                 --

   Post-Effective Amendment No.   39   ...........       X

                                  and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940    X

   Amendment No.   39   ..........................       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)
 X  on December 31, 1995 pursuant to paragraph (b)
    60 days after filing pursuant to paragraph (a) (i)
    on                 pursuant to paragraph (a) (i).
    75 days after filing pursuant to paragraph (a)(ii)
    on                   pursuant to paragraph (a)(ii) of Rule 485.
       -----------------





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

 X  filed the Notice required by that Rule on December 15, 1995; 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 fifteen portfolios:  (1) Connecticut Municipal
Cash Trust, (a) Institutional Service Shares; (2) Pennsylvania Municipal
Cash Trust, (a) Cash Series Shares (b) Institutional Service Shares, and
(c) Institutional 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, (a) Institutional Shares and (b) Cash II Shares; (13)
Massachusetts Municipal Cash Trust, (a) Institutional Service Shares and
(b) BayFunds Shares; (14) Michigan Municipal Cash Trust; and (15) Georgia
Municipal Cash, is comprised of the following:


PART A. INFORMATION REQUIRED IN A PROSPECTUS.

                                   Prospectus Heading
                                   (Rule 404(c) Cross Reference)

Item 1.   Cover Page...............(1-15) Cover Page.

Item 2.   Synopsis.................(1-15) Summary of Fund Expenses.

Item 3.   Condensed Financial
          Information..............(1-15)Financial Highlights; (1-15)
                                   Performance Information.

Item 4.   General Description of
          Registrant...............(1-15) General Information; (1-
                                   15) Investment Information; (1-13a, 14,
                                   15) Investment Objective; (1-13a, 14,
                                   15) 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; (15) Georgia
                                   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; (11) New York
                                   Investment Risks; (12b) Investment
                                   Risks; (13) Massachusetts Investment
                                   Risks;(14) Michigan Investment Risks;
                                   (15) Georgia Investment Risks;
                                   (1-15) Non-Diversification; (1-13a, 14,
                                   15) Investment Limitations;
                                   (1-15) Regulatory Compliance.

Item 5.   Management of the Fund...(1-12, 13a, 14, 15) Fund Information;
                                   (13b) Management, Distribution and
                                   Administration; (1-, 12, 13a, 14, 15)
                                   Distribution of Cash Series,
                                   Institutional, Institutional Service, or
                                   Cash II Shares; (1- 13(a), 14, 15)
                                   Administration of the Fund;.

Item 6.   Capital Stock and Other
          Securities...............(1-12a, 13a, 14, 15) Dividends; (1-12,
                                   13a, 14, 15) Capital Gains; (13b)
                                   Dividends and Distributions;
                                   (12b)Additional Information You Should
                                   Know; (1-15) Voting Rights; (1-15) Tax
                                   Information; (1-13a, 14, 15) 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; (12a) Florida Tax
                                   Considerations; (12b) Florida
                                   Intangibles Tax; (12b) Florida State
                                   Municipal Taxation; (13) Massachusetts
                                   Tax Considerations; (14) Michigan Tax
                                   Considerations; (1-13a, 14, 15)  State
                                   and Local Taxes; (2, 3, 4, 5, 6, 11, 12,
                                   13) Other Classes of Shares.

Item 7.   Purchase of Securities Being
          Offered..................(1-15) Net Asset Value; (1, 2, 3, 4-12a,
                                   13, 14) Shareholder Servicing
                                   Arrangements; (2c, 15) Supplemental
                                   Payments to Financial Institutions; (2a,
                                   3a, 4b, 5a, 11, 12a)  Distribution and
                                   Shareholder Services; (13b)
                                   Distribution; (1, 2bc, 3b, 4, 5b, 6-10,
                                   13, 14, 15)  Shareholder Services; (13b)
                                   How to Buy Shares; (1-13(a) 14, 15) How
                                   to Purchase Shares;  Purchasing Shares
                                   Through a Financial Institution,
                                   Purchasing Shares By Wire, Purchasing
                                   Shares By Check; (1, 2a, 3a, 5a, 7-10,
                                   11a, 12, 14,1 5) Special Purchase
                                   Features; (1, 2a, 3a, 5a, 7-10, 11a,
                                   12a, 14, 15) Systematic Investment
                                   Program; (2bc, 3b, 4, 5b, 6, 11b, 13a)
                                   Subaccounting Services; (1-12a, 13-15)
                                   Certificates and Confirmations.
Item 8.   Redemption or Repurchase.(1-15) How to Redeem Shares; (1, 2a, 3a,
                                   5a, 7-10, 11a, 12a, 14, 15) Redeeming
                                   Shares Through a Financial
                                   Institution;(1-15) Redeeming Shares by
                                   Telephone; Redeeming Shares By Mail;
                                   (3b, 2b, 13a, 4b) Check Writing; 13(a)
                                   Through BayBanks Offices;(1, 2a, 3a, 5a,
                                   7-10, 11a, 12, 14, 15) Special
                                   Redemption Features, Check Writing,
                                   Debit Card, and Systematic Withdrawal
                                   Program; (1-13a,14, 15) Accounts With
                                   Low Balances.

Item 9.   Pending Legal Proceedings     None.


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

Item 10.  Cover Page...............(1-15) Cover Page.

Item 11.  Table of Contents........(1-15) Table of Contents.

Item 12.  General Information and
          History..................(1-15) General Information About the
                                   Fund; About Federated Investors.

Item 13.  Investment Objectives and
          Policies.................(1-15) Investment Objective and
                                   Policies; (1-15) Investment Limitations.

Item 14.  Management of the Fund...(1-15) Federated Municipal Trust
                                   Management.
Item 15.  Control Persons and Principal
          Holders of Securities....Not applicable.

Item 16.  Investment Advisory and Other
          Services.................(1-15) Investment Advisory Services;
                                   Fund Administration; (3a,4a,5a,11)
                                   Distribution Plan; (3b,7b,10, 14,15)
                                   Shareholder Services Agreement; (12)
                                   Distribution Plan and Shareholder
                                   Services Agreement.

Item 17.  Brokerage Allocation.....(1-15) Brokerage Transactions.

Item 18.  Capital Stock and Other
          Securities...............Not applicable.

Item 19.  Purchase, Redemption and Pricing
          of Securities Being Offered   (1-12a, 13-14) Purchasing Shares;
                                   (1-15) Determining Net Asset Value; (1-
                                   12a, 13-14) Redeeming Shares; (1-15)
                                   Redemption in Kind.

Item 20.  Tax Status...............(1-12a, 13-14) Tax Status; (12b, 15) The
                                   Fund's Tax Btatus.

Item 21.  Underwriters.............Not applicable.

Item 22.  Calculation of Performance
          Data.....................(1-15) Yield; (1-15) Effective Yield;
                                   (1,2,3a,4-15) Tax-Equivalent Yield; (1-
                                   12a, 13-15) Performance Comparisons;
                                   (12b, 15) Performance Information, (12b,
                                   15) Tax-Equivalency Table, (1-15) Total
                                   Return.




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

- --------------------------------------------------------------------------------
CONNECTICUT MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SERVICE SHARES
PROSPECTUS

The Institutional Service Shares of Connecticut 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 primarily in short-term
Connecticut municipal securities, including securities of states, territories,
and possessions of the United States which are not issued by or on behalf of
Connecticut, or its political subdivisions and financing authorities, but which
provide income exempt from federal regular income tax and the Connecticut
Dividend and Interest Income Tax consistent with stability of principal.

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 December 31,
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,
or a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995

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

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

FINANCIAL HIGHLIGHTS                                                           2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
  Connecticut Municipal Securities                                             5
  Investment Risks                                                             6
  Non-Diversification                                                          6
  Investment Limitations                                                       6

FUND INFORMATION                                                               7
- ------------------------------------------------------

  Management of the Fund                                                       7
  Distribution of Institutional Service Shares  8
  Administration of the Fund                                                   8

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

HOW TO PURCHASE SHARES                                                         9
- ------------------------------------------------------

  Special Purchase Features                                                   10

HOW TO REDEEM SHARES                                                          10
- ------------------------------------------------------

  Special Redemption Features                                                 11

ACCOUNT AND SHARE INFORMATION                                                 11
- ------------------------------------------------------

TAX INFORMATION                                                               12
- ------------------------------------------------------

  Federal Income Tax                                                          12
  State and Local Taxes                                                       12

PERFORMANCE INFORMATION                                                       13
- ------------------------------------------------------

FINANCIAL STATEMENTS                                                          14
- ------------------------------------------------------

REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                                                 25
- ------------------------------------------------------

ADDRESSES                                                                     26
- ------------------------------------------------------


SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                             <C>      <C>
                                 INSTITUTIONAL SERVICE SHARES
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price).................................................     None
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price).................................................     None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)...............................     None
Redemption Fee (as a percentage of amount redeemed, if applicable)....................     None
Exchange Fee..........................................................................     None
                    ANNUAL INSTITUTIONAL SERVICE SHARES OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver) (1).....................................................    0.31%
12b-1 Fee.............................................................................     None
Total Other Expenses..................................................................    0.29%
  Shareholder Services Fee (after waiver) (2)..................................  0.14%
     Total Operating Expenses (3).....................................................    0.60%
</TABLE>


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

(2) The maximum shareholder services fee is 0.25%.

(3) The total operating expenses would have been 0.90% absent the voluntary
waivers of a portion of the management fee and a portion of the shareholder
services fee.

     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Trust will bear, either
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "Fund Information". Wire-transferred redemptions of less than
$5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
                       EXAMPLE                         1 year  3 years  5 years 10 years
- -----------------------------------------------------------------------------------------
<S>                                                   <C>     <C>      <C>      <C>
You would pay the following expenses on a $1,000
  investment, assuming (1) 5% annual return and (2)
  redemption at the end of each time period........... $    6 $    19  $    33  $    75
</TABLE>


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


CONNECTICUT MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 25.
<TABLE>
<CAPTION>
                                                         YEAR ENDED OCTOBER 31,
                                     --------------------------------------------------------------
                                      1995       1994      1993**      1992       1991      1990(A)
                                     ------     ------     ------     ------     ------     -------
<S>                                  <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF
PERIOD                               $ 1.00     $ 1.00     $1.00      $ 1.00     $ 1.00     $ 1.00
- ----------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------
  Net investment income                0.03       0.02      0.02        0.03       0.04       0.05
- ----------------------------------
LESS DISTRIBUTIONS
- ----------------------------------
  Distributions from net
  investment income                   (0.03)     (0.02)    (0.02 )     (0.03)     (0.04)     (0.05 )
- ----------------------------------   ------     ------     -----      ------     ------     ------
NET ASSET VALUE, END OF PERIOD       $ 1.00     $ 1.00     $1.00      $ 1.00     $ 1.00     $ 1.00
- ----------------------------------   ------     ------     -----      ------     ------     ------
TOTAL RETURN (B)                       3.31%      2.12%     1.96 %      2.68%      4.04%      5.54 %
- ----------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------
  Expenses                             0.60%      0.59%     0.57 %      0.56%      0.56%      0.48 %*
- ----------------------------------
  Net investment income                3.26%      2.11%     1.95 %      2.66%      3.94%      5.32 %*
- ----------------------------------
  Expense waiver/reimbursement (c)     0.30%      0.18%     0.25 %      0.30%      0.21%      0.28 %*
- ----------------------------------
SUPPLEMENTAL DATA
- ----------------------------------
  Net assets, end of period (000
  omitted)                           $184,718   $190,423   $140,446   $140,118   $140,113   $138,738
- ----------------------------------
</TABLE>


 * Computed on an annualized basis.

** Prior to November 6, 1992, the Fund provided two classes of shares.

(a) Reflects operations for the period from November 1, 1989 (date of initial
    public investment) to October 31, 1990.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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


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 Connecticut municipal securities. The Fund may not be a suitable
investment for retirement plans or for non-Connecticut taxpayers because it
invests in municipal securities of that state. A minimum initial investment of
$25,000 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 Connecticut Dividend and Interest Income Tax consistent
with stability of principal. 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 complying with the various
requirements of Rule 2a-7 under the Investment Company Act of 1940 which
regulates money market funds and by following the investment policies described
in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
Connecticut 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 the Connecticut Dividend and Interest
Income 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 Connecticut 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 the Connecticut Dividend and Interest Income Tax ("Connecticut Municipal
Securities"). Examples of Connecticut Municipal Securities include, but are not
limited to:

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

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


     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in Connecticut
     Municipal Securities from financial institutions such as commercial and
     investment banks, savings 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 Connecticut 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. Lease obligations may be subject to periodic appropriation.
     Municipal leases are subject to certain specific risks in the event of
     default or failure of appropriation.

CREDIT ENHANCEMENT.  Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.

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

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


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, all of comparable quality
to other securities in which the Fund invests, such as: obligations issued by or
on behalf of municipal or corporate issuers; 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 Connecticut
Municipal Securities is subject to the federal alternative minimum tax.

CONNECTICUT MUNICIPAL SECURITIES

Connecticut 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.

Connecticut 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 Connecticut 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 Connecticut 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 Connecticut 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 Connecticut
Municipal Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Connecticut 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
Connecticut 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 Connecticut 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 up to 15% of the value of total assets to secure such
borrowings. This investment limitation cannot be changed without shareholder
approval.


FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES.  The Fund 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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.
DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES

Federated Securities Corp. is the principal distributor for Institutional
Service 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.

State securities laws may require certain financial institutions such as
depository institutions to register as dealers.

SHAREHOLDER SERVICES AGREEMENT.  The Fund has entered into a Shareholder
Services Agreement with Federated Shareholder Services, a subsidiary of
Federated Investors, under which the Fund may make payments up to .25 of 1% of
the average daily net asset value of the Institutional Service Shares, computed
at an annual rate, to provide personal services for shareholders and to provide
the maintenance of shareholder accounts (shareholder services). From time to
time, and for such periods as deemed appropriate, the amount stated above may be
reduced voluntarily. Under the Shareholder Services Agreement, Federated
Shareholder Services will either perform shareholder services directly or will
select financial institutions to perform shareholder services. Financial
institutions will receive fees based upon shares owned by their clients or
customers. The schedules of such fees and the basis upon which such fees will be
paid will be determined from time to time by the Fund and Federated Shareholder
Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS.  With respect to Institutional
Service Shares, in addition to payments made pursuant to the Shareholder
Services Agreement, Federated Securities Corp. and Federated Shareholder
Services, from their own assets, may pay financial institutions supplemental
fees for the performance of substantial sales services, distribution-related
support services, or shareholder services. The support may include sponsoring
sales, educational and training seminars for their employees, providing sales
literature, and engineering computer software programs that emphasize the
attributes of the Fund. Such assistance will be predicated upon the amount of
shares the financial institution sells or may sell, and/or upon the type and
nature of sales or marketing support furnished by the financial institution. Any
payments made by the distributor may be reimbursed by the Fund's investment
adviser or its affiliates.

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


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


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

The Fund attempts to stabilize the net asset value of Institutional Service
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, Monday through Friday, except on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days which the New York Stock Exchange
is open for business. Shares may be purchased as described below, either 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 $25,000 within a
90-day period. 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 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 purchase
shares through a financial institution which has a sales agreement with the
distributor. Orders 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.  Shares may be purchased by wire by calling the Fund
before 1:00 p.m. (Eastern time). The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) in
order to begin earning dividends that same day. Federal funds should be wired as
follows: Federated Services Company, c/o of State Street Bank and Trust Company,
Boston, MA; Attention: EDGEWIRE; For Credit to: Connecticut Municipal Cash
Trust, Institutional Service Shares; 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. Questions on
wire purchases should be directed to your shareholder services representative at
the telephone number listed on your account statement.

PURCHASING SHARES BY CHECK.  Shares may be purchased by sending a check to:
Federated Services Company, P.O. Box 8600, Boston, MA 02266-8600. The check
should be made payable to Connecticut Municipal Cash Trust--Institutional
Service Shares. 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 an Automated Clearing
House ("ACH") member and invested in Fund shares. Shareholders should contact
their financial institution 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 dividend. Proceeds from
redemption requests received after that time include that day's dividend but
will be wired the following business day. Proceeds from redemption requests
received on holidays when wire transfers are restricted will be wired the
following business day. Questions about telephone redemptions on days when wire
transfers are restricted should be directed to your shareholder services
representative at the telephone number listed on your account statement. Under
limited circumstances, arrangements may be made with the distributor for
same-day payment of proceeds, without that day's dividend, for redemption
requests received before 2 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 to: Federated Services Company, P.O. Box 8600, Boston, MA
02266-8600. If shares certificates have been issued, they should be sent
unendorsed with the written request by registered or certified mail to the
address noted above.

The written request should state: the Fund name and the class designation; 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. Normally, a check for the proceeds is mailed within one
business day, but in no event more than seven days, after the 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 association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm 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. The check writing service allows
shareholders to receive the daily dividend declared on the shares to be redeemed
until the check is presented to UMB Bank, N.A., the bank responsible for
administering the check writing program, for payment. However, checks should
never be made payable or sent to UMB Bank, N.A. or the Fund to redeem shares,
and a check may not be written to close an account.

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 $25,000, 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
institutions or the Fund.

ACCOUNT AND SHARE 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 all
transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES.  Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account balance falls below a required minimum value of
$25,000 due to shareholder redemptions. Before shares are


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

VOTING RIGHTS.  Each shareholder has 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. 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 election of Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

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

FEDERAL INCOME TAX

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

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

Shareholders are not required to pay the federal regular income tax on any
dividends received from the Fund that represent net interest on tax-exempt
municipal bonds. However, under the Tax Reform Act of 1986, dividends
representing net interest earned on 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
Connecticut. Shareholders are urged to consult their own tax advisers regarding
the status of their accounts under state and local tax laws.

CONNECTICUT TAXES.  Under existing Connecticut laws, distributions made by the
Fund will not be subject to Connecticut individual income taxes to the extent
that such distributions qualify as exempt interest dividends under the Internal
Revenue Code, and represent (i) interest on obligations issued by


the State of Connecticut, any political subdivision thereof or public
instrumentality, state or local authority, district, or similar public entity
created under the laws of the State of Connecticut, and (ii) interest on
obligations the income of which may not, by federal law, be taxed by a state,
such as bonds issued by the government of Puerto Rico. Conversely, to the extent
that the distributions made by the Fund are derived from other types of
obligations, such dividends will be subject to Connecticut income taxes.

Distributions from the Fund to a shareholder subject to the Connecticut
corporation business tax are not eligible for the dividends received deduction
under the Connecticut corporation business tax and therefore are included in the
taxable income of a tax payer to the extent such distributions are treated as
either exempt-interest dividends or capital gains dividends for federal income
tax purposes. All other distributions from the Fund are eligible for the
Connecticut corporation business tax dividends received deduction.

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

From time to time, the Fund advertises its total return, yield, effective yield,
and tax-equivalent yield for shares. The performance figures will be calculated
separately for each class of shares.

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 shares' tax-exempt yield, assuming a specific tax rate.

Total return represents the change, over a specified period of time, in the
value of an investment in the shares 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 the
Fund's performance to certain indices.

CONNECTICUT MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--99.1%
- ------------------------------------------------------------------------
                  CONNECTICUT--94.5%
                  ------------------------------------------------------
$ 2,310,000       Berlin, CT, 4.00% BANs, 6/27/1996                          NR(3)      $  2,316,552
                  ------------------------------------------------------
  3,750,000       Capitol Region Education Council, CT, 5.35% BANs
                  (First National Bank of Boston, MA LOC), 11/15/1995         P-1          3,750,479
                  ------------------------------------------------------
  4,100,000       Cheshire, CT, 4.25% BANs, 8/9/1996                         NR(2)         4,118,277
                  ------------------------------------------------------
  9,933,170   (a) Clipper Connecticut Tax Exempt Trust, (Series 1994-1)
                  Weekly VRDNs (State Street Bank and Trust Co. LIQ)         VMIG1         9,933,170
                  ------------------------------------------------------
  2,640,000       Connecticut Development Authority Weekly VRDNs (Banta
                  Associates)/(Marine Midland Bank N.A., Buffalo, NY
                  LOC)                                                        P-1          2,640,000
                  ------------------------------------------------------
  4,200,000       Connecticut Development Authority Weekly VRDNs
                  (Capital District Energy Center)/(Canadian Imperial
                  Bank of Commerce, Toronto LOC)                              P-1          4,200,000
                  ------------------------------------------------------
    700,000       Connecticut Development Authority Weekly VRDNs
                  (Capital District Energy Center)/(Canadian Imperial
                  Bank of Commerce, Toronto LOC)                              P-1            700,000
                  ------------------------------------------------------
  4,500,000       Connecticut Development Authority Weekly VRDNs (Jewish
                  Community Center (New Haven, CT))/(Fleet National
                  Bank, Providence, R.I. LOC)                                 P-1          4,500,000
                  ------------------------------------------------------
  1,466,000       Connecticut Development Authority Weekly VRDNs (RSA
                  Corp.)/(Barclays Bank PLC, London LOC)                      P-1          1,466,000
                  ------------------------------------------------------
  1,030,000       Connecticut Development Authority, (Series 1985)
                  Weekly VRDNs (Martin-Brower Company Project)/(ABN AMRO
                  Bank N.V., Amsterdam LOC)                                   P-1          1,030,000
                  ------------------------------------------------------
  5,000,000       Connecticut Development Authority, (Series 1993)
                  Weekly VRDNs (Rand-Whitney Containerboard Limited
                  Partnership)/(Chase Manhattan Bank N.A., New York LOC)      A-1          5,000,000
                  ------------------------------------------------------
 11,000,000       Connecticut Development Authority, (Series A) Weekly
                  VRDNs (Exeter Energy)/(Sanwa Bank Ltd, Osaka LOC)           A-1         11,000,000
                  ------------------------------------------------------
</TABLE>



CONNECTICUT MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
                                                                           ----------
                                                                              ----
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  CONNECTICUT--CONTINUED
                  ------------------------------------------------------
$ 1,000,000       Connecticut Development Authority, (Series B) Weekly
                  VRDNs (Exeter Energy)/(Sanwa Bank Ltd, Osaka LOC)           A-1       $  1,000,000
                  ------------------------------------------------------
  7,499,000       Connecticut Development Authority, (Series C) Weekly
                  VRDNs (Exeter Energy)/(Sanwa Bank Ltd, Osaka LOC)           A-1          7,499,000
                  ------------------------------------------------------
  2,000,000       Connecticut Development Authority, PCR (Series 1993A)
                  Weekly VRDNs (Connecticut Light & Power Co.)/
                  (Deutsche Bank, AG LOC)                                     A-1          2,000,000
                  ------------------------------------------------------
  2,000,000       Connecticut Development Authority, PCR (Series 1993A)
                  Weekly VRDNs (Western Mass Electric Co.)/(Union Bank
                  of Switzerland, Zurich LOC)                                 A-1          2,000,000
                  ------------------------------------------------------
  1,500,000       Connecticut Development Authority, PCR Refunding Bonds
                  (Series 1993B) Weekly VRDNs (Connecticut Light & Power
                  Co.)/(Union Bank of Switzerland, Zurich LOC)                A-1          1,500,000
                  ------------------------------------------------------
  6,700,000       Connecticut Municipal Electric Energy Cooperative,
                  Power Supply System Revenue Bonds (1995 Series A),
                  3.70% CP (Fleet National Bank, Providence, R.I. LOC),
                  Mandatory Tender 2/13/1996                                  P-1          6,700,000
                  ------------------------------------------------------
  1,600,000       Connecticut State HEFA Weekly VRDNs (Charlotte
                  Hungerfield Hospital)/(Mitsubishi Bank Ltd, Tokyo LOC)     VMIG1         1,600,000
                  ------------------------------------------------------
  3,800,000       Connecticut State HEFA, (Series A) Weekly VRDNs
                  (Forman School Issue)/(National Westminster Bank, PLC,
                  London LOC)                                                 A-1+         3,800,000
                  ------------------------------------------------------
  3,875,000       Connecticut State HEFA, (Series L), 3.70% CP (Yale
                  University), Mandatory Tender 11/7/1995                     A-1+         3,875,000
                  ------------------------------------------------------
  4,300,000       Connecticut State HEFA, (Series N), 3.50% CP (Yale
                  University), Mandatory Tender 11/13/1995                    A-1+         4,300,000
                  ------------------------------------------------------
  5,000,000       Connecticut State HEFA, 3.60% CP (Windham Community
                  Memorial Hospital)/(Banque Paribas, Paris LOC),
                  Mandatory Tender 11/21/1995                                 A-1          5,000,000
                  ------------------------------------------------------
  8,900,000       Connecticut State HEFA, Revenue Bonds (Series B)
                  Weekly VRDNs (Bridgeport Hospital Issue)/(Fuji Bank,
                  Ltd., Tokyo LOC)                                            A-1          8,900,000
                  ------------------------------------------------------
</TABLE>



CONNECTICUT MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
                                                                           ----------
                                                                              ----
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  CONNECTICUT--CONTINUED
                  ------------------------------------------------------
$ 1,000,000       Connecticut State HEFA, Variable Rate Demand Revenue
                  Bonds (Series A) Weekly VRDNs (Pomfret School Issue)/
                  (Credit Local de France LOC)                               VMIG1      $  1,000,000
                  ------------------------------------------------------
  5,250,000       Connecticut State HFA, (Series 1990C), 3.90% CP,
                  Mandatory Tender 1/22/1996                                  A-1+         5,250,000
                  ------------------------------------------------------
  1,500,000       Connecticut State HFA, (Series 1990C), 3.95% CP,
                  Mandatory Tender 11/16/1995                                 A-1+         1,500,000
                  ------------------------------------------------------
  3,200,000       Connecticut State HFA, (Series 1990D), 3.80% CP,
                  Mandatory Tender 12/8/1995                                  A-1+         3,200,000
                  ------------------------------------------------------
  3,245,000       Connecticut State HFA, (Series 1990D), 3.90% CP,
                  Mandatory Tender 1/22/1996                                  A-1+         3,245,000
                  ------------------------------------------------------
  4,100,000       Connecticut State Resource Recovery Authority, 4.00%
                  RANs (Fleet National Bank, Providence, R.I. LOC),
                  6/21/1996                                                   P-1          4,107,538
                  ------------------------------------------------------
  1,910,000       Connecticut State Weekly VRDNs (Merrill Lynch Capital
                  Services, Inc. LIQ)                                        VMIG1         1,910,000
                  ------------------------------------------------------
  2,100,000       Connecticut State, Economic Recovery Notes Weekly
                  VRDNs                                                       A-1+         2,100,000
                  ------------------------------------------------------
 12,000,000       Connecticut State, Special Assessment Unemployment
                  Compensation Advance Fund, Revenue Bonds (Series
                  1993C), 3.90% TOBs (FGIC INS)/(FGIC Securities
                  Purchase, Inc. LIQ), Mandatory Tender 7/1/1996              A-1+        12,000,000
                  ------------------------------------------------------
  4,325,000       Groton City, CT, 4.50% BANs, 11/15/1995                    NR(3)         4,325,754
                  ------------------------------------------------------
  8,000,000       Hartford, CT Redevelopment Authority Weekly VRDNs
                  (Underwood Towers)/(FSA INS)/(Barclays Bank PLC,
                  London LIQ)                                                 A-1+         8,000,000
                  ------------------------------------------------------
  9,475,000       Meriden, CT, (Lot B), 4.25% BANs, 8/14/1996                NR(3)         9,496,990
                  ------------------------------------------------------
  1,480,000       Middlebury, CT, (Lot B), 5.00% BANs, 2/8/1996              NR(1)         1,480,765
                  ------------------------------------------------------
  3,200,000       Milford, CT, 4.56% BANs, 11/15/1995                        NR(2)         3,200,305
                  ------------------------------------------------------
  1,700,000       New Haven, CT Weekly VRDNs (Starter Sportswear)/
                  (National Westminster Bank USA, NY LOC)                     P-1          1,700,000
                  ------------------------------------------------------
  3,415,000       Rocky Hill, CT, 4.25% BANs, 12/15/1995                     NR(3)         3,416,166
                  ------------------------------------------------------
</TABLE>



CONNECTICUT MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
                                                                           ----------
                                                                              ----
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  CONNECTICUT--CONTINUED
                  ------------------------------------------------------
$ 7,500,000       Stamford, CT Housing Authority, Multi-Modal
                  Interchangeable Rate Revenue Bonds (Series 1994)
                  Weekly VRDNs (Morgan Street Project)/(Deutsche Bank,
                  AG LOC)                                                    VMIG1      $  7,500,000
                  ------------------------------------------------------
  2,200,000       Waterbury, CT, 4.75% BANs, 4/25/1996                         NR          2,203,615
                  ------------------------------------------------------                ------------
                  Total                                                                  174,464,611
                  ------------------------------------------------------                ------------
                  PUERTO RICO--4.6%
                  ------------------------------------------------------
  3,500,000       Puerto Rico Industrial, Medical & Environmental PCA,
                  (Series 1988), 3.65% CP (Inter American University of
                  Puerto Rico)/(Bank of Tokyo Ltd., Tokyo LOC),
                  Mandatory Tender 12/14/1995                                 A-1          3,500,000
                  ------------------------------------------------------
  5,000,000       Puerto Rico Public Building Authority, (PA-106) Weekly
                  VRDNs (AMBAC INS)/(Merrill Lynch Capital Services,
                  Inc. LIQ)                                                   Aaa          5,000,000
                  ------------------------------------------------------                ------------
                  Total                                                                    8,500,000
                  ------------------------------------------------------                ------------
                  TOTAL INVESTMENTS (AT AMORTIZED COST)(B)                              $182,964,611
                  ------------------------------------------------------                ------------
</TABLE>


Securities that are subject to Alternative Minimum Tax represent 25.4% of the
portfolio as calculated based upon total portfolio market value.

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

(a) Denotes a restricted security which is subject to restrictions or resale
    under Federal Securities laws. This security has been determined to be
    liquid under criteria established by the Board of Trustees. At the end of
    the period, this security amounts to $9,933,170 which represents 5% of net
    assets.

(b) Also represents cost for federal tax purposes.
Note: The categories of investments are shown as a percentage of net assets
      ($184,718,216) at October 31, 1995.


CONNECTICUT MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronyms are used throughout this portfolio:
<TABLE>
<S>    <C>
AMBAC  -- American Municipal Bond Assurance Corporation
BANs   -- Bond Anticipation Notes
CP     -- Commercial Paper
FGIC   -- Financial Guaranty Insurance Company
FSA    -- Financial Security Assurance
HEFA   -- Health and Education Facilities Authority
HFA    -- Housing Finance Authority
INS    -- Insured
LIQ    -- Liquidity Agreement
LOC    -- Letter of Credit
PCA    -- Pollution Control Authority
PCR    -- Pollution Control Revenue
PLC    -- Public Limited Company
RANs   -- Revenue Anticipation Notes
TOBs   -- Tender Option Bonds
VRDNs  -- Variable Rate Demand Notes
</TABLE>


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


CONNECTICUT MUNICIPAL CASH TRUST

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                    <C>         <C>
ASSETS:
- -------------------------------------------------------------------------------
Total investments in securities, at amortized cost and value                       $182,964,611
- -------------------------------------------------------------------------------
Cash                                                                                    705,547
- -------------------------------------------------------------------------------
Income receivable                                                                     1,432,431
- -------------------------------------------------------------------------------    ------------
     Total assets                                                                   185,102,589
- -------------------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------------------
Payable for shares redeemed                                            $ 64,801
- --------------------------------------------------------------------
Income distribution payable                                             275,299
- --------------------------------------------------------------------
Accrued expenses                                                         44,273
- --------------------------------------------------------------------   --------
     Total liabilities                                                                  384,373
- -------------------------------------------------------------------------------    ------------
NET ASSETS for 184,718,216 shares outstanding                                      $184,718,216
- -------------------------------------------------------------------------------    ------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
$184,718,216 / 184,718,216 shares outstanding                                      $       1.00
- -------------------------------------------------------------------------------    ------------
</TABLE>


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


CONNECTICUT MUNICIPAL CASH TRUST

STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                       <C>           <C>            <C>
INVESTMENT INCOME:
- ----------------------------------------------------------------------------------
Interest                                                                               $8,198,696
- ----------------------------------------------------------------------------------
EXPENSES:
- ----------------------------------------------------------------------------------
Investment advisory fee                                                 $1,064,090
- -------------------------------------------------------------------
Administrative personnel and services fee                                  161,103
- -------------------------------------------------------------------
Custodian fees                                                              41,840
- -------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                    24,663
- -------------------------------------------------------------------
Directors'/Trustees' fees                                                    2,749
- -------------------------------------------------------------------
Auditing fees                                                               13,322
- -------------------------------------------------------------------
Legal fees                                                                   1,627
- -------------------------------------------------------------------
Portfolio accounting fees                                                   42,127
- -------------------------------------------------------------------
Shareholder services fee                                                   532,055
- -------------------------------------------------------------------
Share registration costs                                                     6,442
- -------------------------------------------------------------------
Printing and postage                                                        11,181
- -------------------------------------------------------------------
Insurance premiums                                                           5,343
- -------------------------------------------------------------------
Taxes                                                                        2,619
- -------------------------------------------------------------------
Miscellaneous                                                                1,373
- -------------------------------------------------------------------     ----------
     Total expenses                                                      1,910,534
- -------------------------------------------------------------------
Waivers--
- -------------------------------------------------------------------
  Waiver of investment advisory fee                       $(400,553)
- -------------------------------------------------------
  Waiver of shareholder services fee                       (242,434)
- -------------------------------------------------------   ---------
     Total waivers                                                        (642,987)
- -------------------------------------------------------------------     ----------
          Net expenses                                                                  1,267,547
- ----------------------------------------------------------------------------------     ----------
               Net investment income                                                   $6,931,149
- ----------------------------------------------------------------------------------     ----------
</TABLE>


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


CONNECTICUT MUNICIPAL CASH TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    YEAR ENDED OCTOBER 31,
                                                                -------------------------------
                                                                    1995              1994
                                                                -------------     -------------
<S>                                                             <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
- -------------------------------------------------------------
OPERATIONS--
- -------------------------------------------------------------
Net investment income                                           $   6,931,149     $   4,066,496
- -------------------------------------------------------------   -------------     -------------
DISTRIBUTIONS TO SHAREHOLDERS--
- -------------------------------------------------------------
Distributions from net investment income                           (6,931,149)       (4,066,496)
- -----------------------------------------------------------------------------     -------------
SHARE TRANSACTIONS--
- -------------------------------------------------------------
Proceeds from sale of shares                                      522,140,169       486,727,225
- -------------------------------------------------------------
Net asset value of shares issued to shareholders in payment
  of distributions declared                                         1,971,315         1,166,410
- -------------------------------------------------------------
Cost of shares redeemed                                          (529,816,470)     (437,916,644)
- -------------------------------------------------------------   -------------     -------------
     Change in net assets resulting from share transactions        (5,704,986)       49,976,991
- -------------------------------------------------------------   -------------     -------------
          Change in net assets                                     (5,704,986)       49,976,991
- -------------------------------------------------------------
NET ASSETS:
- -------------------------------------------------------------
Beginning of period                                               190,423,202       140,446,211
- -------------------------------------------------------------   -------------     -------------
End of period                                                   $ 184,718,216     $ 190,423,202
- -------------------------------------------------------------   -------------     -------------
</TABLE>


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


CONNECTICUT MUNICIPAL CASH TRUST

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
(1) ORGANIZATION

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

(2) SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

     CONCENTRATION OF CREDIT RISK--Since the Fund invests a substantial portion
     of its assets in issuers located in one state, it will be more susceptible
     to factors adversely affecting issuers in state than would be a comparable
     tax-exempt mutual fund that invests nationally. In order to reduce the
     credit risk associated with such factors, at October 31, 1995, 64% of the
     securities in the portfolio of investments are backed by letters of credit
     or bond insurance of various financial institutions and financial guaranty
     assurance agencies. The value of investments insured by or supported
     (backed) by a letter of credit for any one institution or agency do not
     exceed 11% of total investments

     RESTRICTED SECURITIES--Restricted securities are securities that may only
     be resold upon registration under federal securities laws or in
     transactions exempt from such registration. Many restricted securities may
     be resold in the secondary market in transactions exempt from registration.
     In some cases, the restricted securities may be resold without registration
     upon exercise of a demand
CONNECTICUT MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

     feature. Such restricted securities may be determined to be liquid under
     criteria established by the Board of Trustees. The Fund will not incur any
     registration costs upon such resales. Restricted securities are valued at
     amortized cost in accordance with Rule 2a-7 under the Investment Company
     Act of 1940.

     Additional information on each restricted security held at October 31, 1995
     is as follows:
<TABLE>
<CAPTION>
                                                                   ACQUISITION      ACQUISITION
                              SECURITY                                DATE             COST
    ------------------------------------------------------------  -------------    -------------
    <S>                                                           <C>              <C>
    Clipper Connecticut Tax Exempt Trust (Series 1994-1)           May 6, 1994      $9,933,170
    Weekly VRDN's (State Street Bank and Trust Co. LIQ)
</TABLE>


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

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value). At
October 31, 1995, capital paid-in aggregated $184,718,216. Transactions in
shares were as follows:
<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                                                  -----------------------------
                 INSTITUTIONAL SERVICE SHARES                         1995             1994
- ---------------------------------------------------------------   ------------     ------------
<S>                                                               <C>              <C>
Shares sold                                                        522,140,169      486,727,225
- ---------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                           1,971,315        1,166,410
- ---------------------------------------------------------------
Shares redeemed                                                   (529,816,470)    (437,916,644)
- ---------------------------------------------------------------   ------------     ------------
  Net change resulting from share transactions                      (5,704,986)      49,976,991
- ---------------------------------------------------------------   ------------     ------------
</TABLE>


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

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

ADMINISTRATIVE FEE--Federated Administrative Services, under the Administrative
Services Agreement, provides the Fund with administrative personnel and
services. This fee is based on the level of average aggregate daily net assets
of all funds advised by subsidiaries of Federated Investors for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services("FSS"), the Fund will pay FSS up to .25 of
1% of average daily net assets of the Fund for the period. This fee is to obtain
certain services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive a portion of its fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion.


CONNECTICUT MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

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

PORTFOLIO ACCOUNTING FEES--FServ maintains the Fund's accounting records for
which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.

INTERFUND TRANSACTIONS--During the period ended October 31, 1995, the Fund
engaged in purchase and sale transactions with funds that have a common
investment adviser, common Directors/Trustees, and/or common Officers. These
transactions were made at current market value pursuant to rule 17a-7 under the
Act amounting to $259,440,000 and $290,790,000 respectively.

GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.


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

To the Shareholders and Board of Trustees of

FEDERATED MUNICIPAL TRUST
(Connecticut Municipal Cash Trust):

We have audited the accompanying statement of assets and liabilities of
Connecticut Municipal Cash Trust (an investment portfolio of Federated Municipal
Trust, a Massachusetts business trust), including the schedule of portfolio
investments, as of October 31, 1995, the related statement of operations for the
year then ended and the statement of changes in net assets for each of the two
years in the period then ended, and the financial highlights (see page 2 of the
prospectus) for the periods presented. These financial statements and financial
highlights are the responsibility of the Trust's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Connecticut Municipal Cash Trust (an investment portfolio of Federated Municipal
Trust) as of October 31, 1995, the results of its operations for the year then
ended, and the changes in its net assets for each of the two years in the period
then ended and the financial highlights for the periods presented, in conformity
with generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
December 15, 1995


ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>             <C>                                                 <C>
Connecticut Municipal Cash Trust
                Institutional Service Shares                        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                               P.O. Box 8600
                Trust Company                                       Boston, MA 02266-8600
- -------------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                          P.O. Box 8600
                                                                    Boston, MA 02266-8600
- -------------------------------------------------------------------------------------------------------
Independent Public Accountants
                Arthur Andersen LLP                                 2100 One PPG Place
                                                                    Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------------------
</TABLE>



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

- --------------------------------------------------------------------------------
                                      CONNECTICUT MUNICIPAL
                                      CASH TRUST
                                      INSTITUTIONAL SERVICE SHARES
                                      PROSPECTUS

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

                                      Prospectus dated December 31, 1995

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      CUSIP 314229105
      9101004 A-SS (12/95)

                       CONNECTICUT MUNICIPAL CASH TRUST
                  (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
                         INSTITUTIONAL SERVICE SHARES
                     STATEMENT OF ADDITIONAL INFORMATION
   This Statement of Additional Information should be read with the prospectus
   of Connecticut Municipal Cash Trust (the "Fund"), a portfolio of Federated
   Municipal Trust ( the "Trust") dated December 31, 1995. This Statement is
   not a prospectus.  You may request a copy of a prospectus or a paper copy
   of this Statement, if you have received it electronically, free of charge
   by calling 1-800-235-4669.

   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779

                        Statement dated December 31, 1995
Federated Securities Corp.
Distributor
A subsidiary of Federated Investors



INVESTMENT POLICIES                   1
Acceptable Investments                1
Participation Interests               1
Municipal Leases                      1
Ratings                               1
When-Issued And Delayed Delivery
Transactions                          1
Repurchase Agreements                 2
Credit Enhancement                    2
CONNECTICUT INVESTMENT RISKS          2
INVESTMENT LIMITATIONS                3
FEDERATED MUNICIPAL TRUST MANAGEMENT  5
The Funds                             9
Share Ownership                       9
Trustees Compensation
                                      1
0
Trustee Liability
                                      1
0
INVESTMENT ADVISORY SERVICES
                                      1
1
Investment Adviser
                                      1
1



Advisory Fees
                                      1
1
BROKERAGE TRANSACTIONS
                                      1
1
OTHER SERVICES
                                      1
2
Fund Administration
                                      1
2
Custodian and Portfolio Recordkeeper
                                      1
2
Transfer Agent
                                      1
2
Independent Public Accountants
                                      1
2
SHAREHOLDER SERVICES AGREEMENT
                                      1
2
DETERMINING NET ASSET VALUE
                                      1
2



REDEMPTION IN KIND
                                      1
3
MASSACHUSETTS PARTNERSHIP LAW
                                      1
3
THE FUND'S TAX STATUS
                                      1
3
PERFORMANCE INFORMATION
                                      1
3
Yield
                                      1
3
Effective Yield
                                      1
3
Tax-Equivalent Yield
                                      1
4
Tax-Equivalency Table
                                      1
4
Total Return
                                      1
4



Performance Comparisons
                                      1
5
ABOUT FEDERATED INVESTORS
                                      1
5
Mutual Fund Market
                                      1
5
Institutional Clients
                                      1
5
Trust Organizations
                                      1
6
Broker/Dealers and Bank Broker/Dealer
Subsidiaries
                                      1
6
APPENDIX
                                      1
7



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 participation interests having a seven day demand feature, 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 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.
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, or 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."
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,
brokers/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.
CREDIT ENHANCEMENT
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.
CONNECTICUT INVESTMENT RISKS

The Fund invests in obligations of Connecticut issuers which results in the
Fund's performance being subject to risks associated with the overall
conditions present within Connecticut (the "State"). The following information
is a brief summary of the recent prevailing economic conditions and a general
summary of the State's financial status. This information is based on official
statements relating to securities that have been offered by Connecticut
issuers and from other sources believed to be reliable but should not be
relied upon as a complete description of all relevant information.
The State has maintained relative fiscal balance for the last few fiscal years
after several years of deficits in the late 1980's when the State and national



economy entered a recession. The State enacted an individual income tax while
decreasing the sales tax in 1991 in an attempt to provide better stability to
the State's revenue sources. The State also benefits from a level   of per
capital income that is among the highest in the country and a highly educated
and skilled work force.
The Connecticut economy is largely composed of manufacturing (concentrated in
defense and aircraft) and service industries (such as insurance and finance)
that were robust and growing for much of the past two decades. Beginning in
the late 1980's, the national economy slowed down and entered a recession that
has affected several areas of the State's economy. Specifically, the cutbacks
in the defense and insurance industries and general corporate restructuring
have resulted in the loss of over 9% of the labor force.  More recently, the
Connecticut economy has experienced a slight recovery, however at a slower
pace than the nation and there are signs that this recovery may be slowing.
Additionally, public policy in taxes as well as expenditure control will
affect the state going forward.
The overall financial condition of the State can also be illustrated by
changes of its debt ratings. During the period in which the State has
experienced financial difficulties in the late 1980's, its general obligation
long-term debt ratings as determined by Moody's and S&P decreased from Aa1 and
AA+, respectively, to Aa and AA-.
The Fund's concentration in securities issued by the State and its political
subdivisions provides a greater level of risk than a fund which is diversified
across numerous states and municipal entities. The ability of the State or its
municipalities to meet their obligations will depend on the availability of
tax and other revenues; economic, political, and demographic conditions within
the State; and the underlying fiscal condition of the State and its
municipalities.



INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN
The Fund will not sell any securities short or purchase any securities on
margin but may obtain such short-term credits as are necessary for the
clearance of transactions.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Fund will not issue senior securities except that the Fund may borrow
money in amounts up to one-third of the value of its total assets, including
the amounts borrowed.
The Fund will not borrow money for investment leverage, but rather as a
temporary, extraordinary, or emergency measure or to facilitate management of
the portfolio by enabling the Fund to meet redemption requests when the
liquidation of portfolio securities is deemed to be inconvenient or
disadvantageous. The Fund will not purchase any securities while borrowings in
excess of 5% of the value of its total assets are outstanding.
PLEDGING ASSETS
The Fund will not mortgage, pledge, or hypothecate any assets except to secure
permitted borrowings.
In those cases, it may pledge assets having a market value not exceeding the
lesser of the dollar amounts borrowed or 15% of the value of its total assets
at the time of the pledge.
DIVERSIFICATION OF INVESTMENTS
At the close of each quarter of each fiscal year, no more than 25% of the
Fund's total assets will be invested in the securities of a single issuer,
but, with regard to at least 50% of the Fund's total assets, no more than 5%
of the Fund's total assets are to be invested in securities of a single
issuer.



Under this limitation, each governmental subdivision, including states,
territories, possessions of the United States, or their political
subdivisions, agencies, authorities, instrumentalities, or similar entities,
will be considered a separate issuer if its assets and revenues are separate
from those of the government body creating it and the security is backed only
by its own assets and revenues.
Industrial development bonds backed only by the assets and revenues of a non-
governmental user are considered to be issued solely by that user. If in the
case of an industrial development bond or government-issued security, a
governmental or other entity guarantees the security, such guarantee would be
considered a separate security issued by the guarantor, as well as the other
issuer, subject to limited exclusions allowed by the Investment Company Act of
1940.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets, except that it may acquire publicly
or nonpublicly issued Connecticut municipal securities or temporary
investments or enter into repurchase agreements, in accordance with its
investment objective, policies, and limitations.
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,  although it may invest in
securities of issuers whose business involves the purchase or sale of real
estate or in securities which are secured by real estate or interests in real
estate.



INVESTING IN RESTRICTED SECURITIES
The Fund will not invest more than 10% of its net assets in securities subject
to restrictions on resale under the Securities Act of 1933.
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 purchase securities, if, as a result of such purchase, 25%
or more of the value of its total assets would be invested in any one
industry, or in industrial development bonds or other securities the interest
upon which is paid from revenues of similar types of projects. However, the
Fund may invest as temporary investments more than 25% of the value of its
assets in cash or cash items, securities issued or guaranteed by the U.S.
government, its agencies, or instrumentalities, or instruments secured by
these money market instruments, such as repurchase agreements.
The above 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 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 AND TRUSTEES OF
THE TRUST
The Fund will not purchase or retain the securities of any issuer if the
Officers and Trustees of the Trust or its investment adviser, owning
individually more than .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 certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings and loan having capital, surplus, and undivided profits in
excess of $100,000,000 at the time of investment to be "cash items." 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 did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present intent
to do so during the coming fiscal year.
REGULATORY COMPLIANCE
The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in the
prospectus and this 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. 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 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, BIRTHDATES, 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. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of
the Funds. Mr. Donahue is the father of J. Christopher Donahue, Executive 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.



Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of Pittsburgh;
Medical Director, University of Pittsburgh Medical Center - Downtown; Member,
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; Shareholder, Henny, Kochuba, 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.


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.


Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 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.




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



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, International Politics and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management Center;
Director, Trustee, or Managing General Partner of the Funds; President
Emeritus, University of Pittsburgh; founding Chairman, National Advisory
Council for Environmental Policy and Technology and Federal Emergency
Management Advisory Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee



Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.





J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global 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  of the Company.


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated



Research Corp., Federated Global Research Corp. and Passport Research, Ltd.;
Executive Vice President and Director, Federated Securities Corp.; Trustee,
Federated Services Company; Chairman, Treasurer, and Trustee, Federated
Administrative Services; Trustee or Director of some of the Funds; President,
Executive Vice President and Treasurer of some of the Funds.


 Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.


David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors;
Controller, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.;  Senior Vice President,
Federated Shareholder Services; Vice President, Federated Administrative
Services; Treasurer of some of the Funds.






John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global Research
Corp.; Trustee, Federated Services Company; Executive Vice President,
Secretary, and Trustee, Federated Administrative Services; President and
Trustee, Federated Shareholder Services; Director, Federated Securities Corp.;
Executive 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.
THE FUNDS
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 Government Money Trust; Blanchard Funds; Blanchard
Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated



ARMs Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated
GNMA Trust; Federated Government Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Term Municipal Trust;  Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated
Total Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 3-5 Years; Federated U.S. Government Securities Fund: 5-10 Years; 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; 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; 111 Corcoran Funds;
Peachtree Funds; The Planters Funds; RIMCO Monument Funds; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Targeted
Duration Trust; Tax-Free Instruments Trust; 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; World
Investment Series, Inc.
SHARE OWNERSHIP
Officers and Trustees own less than 1% of the Trust`s outstanding shares.



As of December 4, 1995, the following shareholders of record owned 5% or more
of the outstanding shares of the Connecticut Municipal Cash Trust: State
Street Bank and Trust Company, North Quincy, MA, owned approximately
11,130,506 shares (5.23%); Anderson & Co., Philadelphia, PA, owned
approximately 39,624,841 shares (18.63%); and Fleet Securities Corp.,
Rochester, NY, owned approximately 49,196,329 shares (23.14%).


TRUSTEES COMPENSATION


                  AGGREGATE
NAME ,          COMPENSATION
POSITION WITH       FROM          TOTAL COMPENSATION PAID
CORPORATION      CORPORATION*#      FROM FUND COMPLEX +


John F. Donahue, $0        $0 for the Fund and
Chairman and Director         68 other investment companies in the Fund
Complex
Thomas G. Bigley,$2,458    $20,688 for the Fund and
Director                   49 other investment companies in the Fund Complex
John T. Conroy,  $3,520    $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
William J. Copeland,       $3,520  $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
James E. Dowd,   $3,520    $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.,   $3,266  $106,460 for the Fund and



Director                   64 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.,   $3,520  $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
Peter E. Madden, $2,757    $90,563 for the Fund and
Director                   64 other investment companies in the Fund Complex
Gregor F. Meyer, $3,166    $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex
John E. Murray, Jr.,       $1,762  $0 for the Fund and
Director                   64 other investment companies in the Fund Complex
Wesley W. Posvar,$3,166    $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex
Marjorie P. Smuts,         $3,166  $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex


*Information is furnished for the fiscal year ended October 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of 15
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 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.
For the fiscal years ended October 31, 1995, 1994, and 1993, the adviser
earned $1,064,090, $961,837, and $666,093, respectively, of which $400,553,
$337,400, and $388,530, respectively, was voluntarily waived.
  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. shareholders.
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 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 Fund 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. During the fiscal years ended October 31, 1995 , 1994, and 1993, the
Fund paid no brokerage commissions.
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.
OTHER SERVICES

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. Prior to March 1, 1994, Federated Administrative
Services, Inc., also a subsidiary of Federated Investors, served as the Fund's
Administrator. (For purposes of this Statement of Additional Information,
Federated Administrative Services and Federated Administrative Services, Inc.
may hereinafter collectively be referred to as the "Administrators".) For the
fiscal years ended October 31, 1995, 1994 and 1993, the Administrators earned



$161,103, $198,789, and $268,954, respectively. 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.
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.
TRANSFER AGENT
As transfer agent, Federated Services Company  maintains all necessary
shareholder records. For its services, the transfer agent receives a fee based
on size, type, and number of accounts and transactions made by shareholders.
INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for the Fund are Arthur Andersen  LLP,
Pittsburgh, PA.
SHAREHOLDER SERVICES AGREEMENT

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 Agreement, the Trustees expect 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. For the fiscal
period ending October 31,1995, the Fund paid Shareholder Services fees in the
amount of  $532,055, of which $242,434 was waived.
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.
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.
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.
The Fund's yield for the seven-day period ended October 31, 1995, was 3.30%.
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.
The Fund's effective yield for the seven-day period ended October 31, 1995,
was 3.36%.
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.
The Fund's tax-equivalent yield for the seven-day period ended October 31,
1995, was 6.01%.
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 CONNECTICUT

    TAX BRACKET:
    FEDERAL   15.00%   28.00%    31.00%     36.00%      39.60%

    COMBINED
    FEDERAL
    AND STATE 19.50%   32.50%    35.50%     40.50%      44.10%

    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

     1.50%     1.86%    2.22%     2.33%      2.52%       2.68%
     2.00      2.48     2.96      3.10       3.36        3.58
     2.50      3.11     3.70      3.88       4.20        4.47
     3.00      3.73     4.44      4.65       5.04        5.37



     3.50      4.35     5.19      5.43       5.88        6.26
     4.00      4.97     5.93      6.20       6.72        7.16
     4.50      5.59     6.67      6.98       7.56        8.05
     5.00      6.21     7.41      7.75       8.40        8.94
     5.50      6.83     8.15      8.53       9.24        9.84
     6.00      7.45     8.89      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.
    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.
The Fund's average annual total returns for the one-year period ended October
31, 1995 and for the period from November 1, 1989 (date of initial public
investment) through ended October 31, 1995 were 3.31% and 3.27%, respectively.



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.
ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is reflected
in its investment decision making-structured, straightforward, and consistent.
This has resulted in a history of competitive performance with a range of
competitive investment products that have gained the confidence of thousands
of clients and their customers.
The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research.  Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.



In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund.  Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market funds,
a principal means used by money managers today to value money market fund
shares.  Other innovations include the first institutional tax-free money
market fund.  As of December 31, 1994, Federated Investors managed more than
$31 billion in assets across approximately 43 money market funds, including 17
government, 8 prime and 18 municipal with assets approximating $17 billion,
$7.4 billion and $6.6 billion, respectively.
J. Thomas Madden, Executive Vice President, oversees Federated Investors's
equity and high yield corporate bond management while William D. Dawson,
Executive Vice President, oversees Federated Investors's domestic fixed income
management.  Henry A. Frantzen, Executive Vice President, oversees the
management of Federated Investors's international portfolios.
MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $2 trillion to the more than 5,500 funds available.*
Federated Investors, through its subsidiaries, distributes mutual funds for a
variety of investment applications.  Specific markets include:
INSTITUTIONAL CLIENTS
Federated Investors meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for a
variety of applications, including defined benefit and defined contribution
programs, cash management, and asset/liability management.  Institutional
clients include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial



advisors.  The marketing effort to these  institutional clients is headed by
John B. Fisher, President, Institutional Sales Division.
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations.  Virtually all of the trust divisions of the
top 100 bank holding companies use Federated Investors funds in their clients'
portfolios.  The marketing effort to trust clients is headed by Mark R.
Gensheimer, Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated Investors mutual funds are available to consumers through major
brokerage firms nationwide--including 200 New York Stock Exchange firms--
supported by more wholesalers than any other mutual fund distributor.  The
marketing effort to these firms is headed by James F. Getz, President,
Broker/Dealer Division.



*Source:  Investment Company Institute



APPENDIX


STANDARD & POOR'S RATINGS GROUP
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
A  Standard & Poor's Ratings Group  (S&P) note  rating reflects the liquidity
concerns and market access risks unique to notes.



SP-1      Very strong or strong capacity to pay principal and interest.  Those
   issues determined to possess overwhelming safety characteristics will be
   given a plus sign (+) designation.
SP-2      Satisfactory capacity to pay principal and interest.
VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
S&P assigns dual ratings to all long-term debt issues that have as part of
their provisions a variable rate demand feature.  The first rating (long-term
rating) addresses the likelihood of repayment of principal and interest when
due, and the second rating (short-term rating) describes the demand
characteristics.  Several examples are AAA/A-1+, AA/A-1+, A/A-1.  (The
definitions for the long-term and the short-term ratings are provided below.)
COMMERCIAL PAPER (CP) RATINGS
An  S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
A-1       This highest category indicates that the degree of safety regarding
   timely payment is strong. Those issues determined to possess extremely
   strong safety characteristics are denoted with a plus sign (+) designation.
A-2       Capacity for timely payment on issues with this designation is
   satisfactory.  However, the relative degree of safety is not as high as
   for issues designated A-1.
LONG-TERM DEBT RATINGS
AAA  Debt rated "AAA" has the highest rating assigned by S&P.  Capacity to pay
interest and   repay principal is extremely strong.
AA   Debt rate "AA" has a very strong capacity to pay interest and repay
principal and differs    from the highest    rated issues only in small
degree.
A  Debt rated "A" has a strong capacity to pay interest and repay principal
   although it is somewhat more susceptible to the adverse effects of changes



   in circumstances and economic conditions than debt in higher rated
   categories.
MOODY'S INVESTORS SERVICE, INC.
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
Moody's Investor Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG) (see below). The purpose of the MIG or
VMIG ratings is to provide investors with a simple system by which the
relative investment qualities of short-term obligations may be evaluated.
MIG1      This designation denotes best quality.  There is present strong
     protection by established cash flows, superior liquidity support or
     demonstrated broad based access to the market for refinancing.
MIG2      This designation denotes high quality.  Margins of protection are
     ample although not so large as in the preceding group.


VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
Short-term ratings on issues with demand features are differentiated by the
use of the VMIG symbol to reflect such characteristics as payment upon
periodic demand rather than fixed maturity dates and payment relying on
external liquidity.  In this case, two ratings are usually assigned, (for
example, AAA/VMIG-1); the first representing an evaluation of the degree of
risk associated with scheduled principal and interest payments, and the second
representing an evaluation of the degree of risk associated with the demand
feature.  The VMIG rating can be assigned a 1 or 2 designation using the same
definitions described above for the MIG rating.
COMMERCIAL PAPER (CP) RATINGS
P-1            Issuers rated PRIME-1 (or related supporting institutions) have
     a superior capacity for repayment of short-term promissory obligations.



     PRIME-1 repayment capacity will normally be evidenced by the following
     characteristics: leading market positions in well established industries,
     high rates of return on funds  employed, conservative capitalization
     structure with moderate reliance on debt and ample asset protection,
     broad margins in earning coverage of fixed financial charges and high
     internal cash generation, well-established access to a range of financial
     markets and assured sources of alternate liquidity
P-2            Issuers rated PRIME-2 (or related supporting institutions) have
     a strong capacity for repayment of short-term promissory obligations.
     This will normally be evidenced by many of the characteristics cited
     above, but to a lesser degree. Earnings trends and coverage ratios, while
     sound, will be more subject to variation.  Capitalization
     characteristics, while still appropriate, may be more affected by
     external conditions.  Ample alternate liquidity is maintained.
LONG-TERM DEBT RATINGS
AAA            Bonds which are rated AAA are judged to be of the best quality.
     They carry the smallest degree of investment  risk and are generally
     referred to as "gilt edged." Interest payments are protected by a large
     or by an exceptionally stable margin and principal is secure. While the
     various protective elements are likely to change, such changes is can be
     visualized are most unlikely to impair the fundamentally strong position
     of   such issues.
AA   Bonds which are rated AA are judged to be of high quality by all
     standards.  Together with the AAA group, they comprise what are generally
     known as high grade bonds.  They are rated lower than the best bonds
     because margins of protection may not be as large as in AAA securities or
     fluctuation of protective elements      may be of greater amplitude or



     there may be other elements present which make the long-term risks appear
          somewhat larger than in AAA securities.
A    Bonds which are rated A possess many favorable investment attributes and
     are to be considered as upper medium grade obligations. Factors giving
     security to principal and interest are considered adequate but elements
     may be present which suggest a susceptibility to impairment sometime in
     the future.
NR   Indicates that both the bonds and the obligor or credit enhancer are not
     currently rated by S&P or Moody's with respect to short-term
     indebtedness.  However, management considers them to be of comparable
     quality to securities rated A-1 or P-1.
NR(1)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AAA" by S&P or "AAA" by Moody's.
NR(2)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AA" by S&P or "AA" by Moody's.
NR(3)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "A" by S&P or Moody's.



314229105
9101004 B-SS (12/95)



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

- --------------------------------------------------------------------------------
PENNSYLVANIA MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
CASH SERIES SHARES
PROSPECTUS

The Cash Series Shares of Pennsylvania 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 primarily in short-term Pennsylvania
municipal securities, including securities of states, territories, and
possessions of the United States which are not issued by or on behalf of
Pennsylvania, or its political subdivisions and financing authorities, but which
provide income exempt from federal regular income tax and the personal income
taxes imposed by the Commonwealth of Pennsylvania consistent with stability of
principal.

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 December 31,
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,
or a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995

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

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

FINANCIAL HIGHLIGHTS--CASH SERIES SHARES                                       2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
  Pennsylvania Municipal Securities                                            6
  Investment Risks                                                             6
  Non-Diversification                                                          6
  Investment Limitations                                                       7

FUND INFORMATION                                                               7
- ------------------------------------------------------

  Management of the Fund                                                       7
  Distribution of Cash Series Shares                                           8
  Administration of the Fund                                                   9

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

HOW TO PURCHASE SHARES                                                        10
- ------------------------------------------------------

  Special Purchase Features                                                   10

HOW TO REDEEM SHARES                                                          11
- ------------------------------------------------------

  Special Redemption Features                                                 12

ACCOUNT AND SHARE INFORMATION                                                 12
- ------------------------------------------------------

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

  Federal Income Tax                                                          13
  State and Local Taxes                                                       14
OTHER CLASSES OF SHARES                                                       14
- ------------------------------------------------------

PERFORMANCE INFORMATION                                                       14
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--
  INSTITUTIONAL SHARES                                                        16
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--
  INSTITUTIONAL SERVICE SHARES                                                17
- ------------------------------------------------------

FINANCIAL STATEMENTS                                                          18
- ------------------------------------------------------

REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                                                 35
- ------------------------------------------------------

ADDRESSES                                                                     36
- ------------------------------------------------------


SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                             <C>      <C>
                                      CASH SERIES SHARES
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price).................................................     None
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price).................................................     None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)...............................     None
Redemption Fee (as a percentage of amount redeemed, if applicable)....................     None
Exchange Fee..........................................................................     None
                                   ANNUAL OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver) (1).....................................................    0.28%
12b-1 Fee (after waiver) (2)..........................................................    0.35%
Total Other Expenses..................................................................    0.42%
  Shareholder Services Fee.....................................................  0.25%
     Total Operating Expenses (3).....................................................    1.05%
</TABLE>


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

(2) The maximum 12b-1 fee is 0.40%.

(3) The total operating expenses in the table above are based on expenses
expected during the fiscal year ending October 31, 1996. The total operating
expenses were 1.05% for the fiscal year ended October 31, 1995 and would have
been 1.33% absent the voluntary waivers of portions of the management fee and
the 12b-1 fee.

     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Cash Series Shares of the Fund
will bear, either directly or indirectly. For more complete descriptions of the
various costs and expenses, see "Fund Information." Wire-transferred redemptions
of less than $5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
                       EXAMPLE                         1 year  3 years  5 years 10 years
- -----------------------------------------------------------------------------------------
<S>                                                   <C>     <C>      <C>      <C>
You would pay the following expenses on a $1,000
  investment, assuming (1) 5% annual return and (2)
  redemption at the end of each time period........... $    11 $    33 $    58  $   128
</TABLE>


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


PENNSYLVANIA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--CASH SERIES SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 35.
<TABLE>
<CAPTION>
                                                             YEAR ENDED OCTOBER 31,
                                               ---------------------------------------------------
                                                1995       1994       1993       1992      1991(A)
                                               ------     ------     ------     ------     -------
<S>                                            <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD           $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
- --------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------
  Net investment income                          0.03       0.02       0.02       0.03       0.03
- --------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------
  Distributions from net
  investment income                             (0.03)     (0.02)     (0.02)     (0.03)     (0.03)
- --------------------------------------------   ------     ------     ------     ------     ------
NET ASSET VALUE, END OF PERIOD                 $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
- --------------------------------------------   ------     ------     ------     ------     ------
TOTAL RETURN (B)                                 3.02%      1.84%      1.83%      2.67%      3.55%
- --------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------
  Expenses                                       1.05%      1.04%      0.97%      0.96%      0.78%*
- --------------------------------------------
  Net investment income                          2.98%      1.73%      1.88%      2.64%      3.92%*
- --------------------------------------------
  Expense waiver/reimbursement (c)               0.28%      0.18%      0.12%      0.12%      0.28%*
- --------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------
  Net assets, end of period (000 omitted)      $28,255    $18,352    $18,561    $24,694    $19,846
- --------------------------------------------
</TABLE>


  * Computed on an annualized basis.

(a) Reflects operations for the period from January 25, 1991 (date of initial
    public investment) to October 31, 1991.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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


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 shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established three classes of shares known as Cash Series Shares, Institutional
Shares and Institutional Service Shares. This prospectus relates only to Cash
Series Shares of the Fund, which are designed primarily for the retail customers
of financial institutions as a convenient means of accumulating an interest in a
professionally managed, non-diversified portfolio investing primarily in
short-term Pennsylvania municipal securities. The Fund may not be a suitable
investment for retirement plans or for non-Pennsylvania 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 taxes imposed by the Commonwealth of
Pennsylvania consistent with stability of principal. 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
complying with the various requirements of Rule 2a-7 under the Investment
Company Act of 1940 which regulates money market mutual funds and by following
the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
Pennsylvania 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 Pennsylvania dividend and interest
income 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 Pennsylvania 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 Pennsylvania state income tax imposed


upon non-corporate taxpayers ("Pennsylvania Municipal Securities"). Examples of
Pennsylvania Municipal Securities include, but are not limited to:

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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS. The Fund may purchase interests in Pennsylvania
     Municipal Securities from financial institutions such as commercial and
     investment banks, savings 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 Pennsylvania 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. Lease obligations may be subject to periodic appropriation.
     Municipal leases are subject to certain specific risks in the event of
     default or failure of appropriation.

CREDIT ENHANCEMENT. Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.

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


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

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, all of comparable quality to other
securities in which the Fund invests, such as: obligations issued by or on
behalf of municipal or corporate issuers; 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), all having the same quality
characteristics as described above.

Although the Fund is permitted to make taxable, temporary investments, there is
no current intention to do so. However, the interest from certain Pennsylvania
Municipal Securities is subject to the federal alternative minimum tax.


PENNSYLVANIA MUNICIPAL SECURITIES
Pennsylvania 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.

Pennsylvania 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 Pennsylvania 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 Pennsylvania 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 Pennsylvania 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 Pennsylvania
Municipal Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Pennsylvania 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
Pennsylvania 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 Pennsylvania 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 up to 15% of the value of total assets to secure such
borrowings. These investment limitations cannot be changed without shareholder
approval.

The Fund will invest in securities for income earnings rather than trading for
profit. The Fund will not vary its investments, except subject to certain
conditions.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES. The Fund 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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF CASH SERIES SHARES

Federated Securities Corp. is the principal distributor for Cash Series 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.

State securities laws may require certain financial institutions such as
depository institutions to register as dealers.

DISTRIBUTION PLAN AND SHAREHOLDER SERVICES. Under a distribution plan adopted in
accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"), the
distributor may be paid a fee in an amount computed at an annual rate of .50 of
1% of the average daily net assets of Cash Series Shares to finance any activity
which is principally intended to result in the sale of Cash Series Shares
subject to the Distribution Plan. The distributor may select financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide sales services or distribution-related
support services as agents for their clients or customers.

The Distribution Plan is a compensation-type Plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amounts or may earn a profit from future payments made by Cash
Series Shares under the Distribution Plan.

In addition, the Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up to .25 of


1% of the average daily net asset value of Cash Series Shares to obtain certain
personal services for shareholders and the maintenance of shareholder accounts.
Under the Shareholder Services Agreement, Federated Shareholders Services will
either perform shareholder services directly or will select financial
institutions to perform shareholder services. Financial institutions will
receive fees based upon Cash Series Shares owned by their clients or customers.
The schedules of such fees and the basis upon which such fees will be paid will
be determined from time to time by the Fund and Federated Shareholder Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS.  In addition to payments made
pursuant to the Distribution Plan and Shareholder Services Agreement, Federated
Securities Corp. and Federated Shareholder Services, from their own assets, may
pay financial institutions supplemental fees for the performance of substantial
sales services, distribution-related support services, or shareholder services.
The support may include sponsoring sales, educational and training seminars for
their employees, providing sales literature, and engineering computer software
programs that emphasize the attributes of the Fund. Such assistance will be
predicated upon the amount of shares the financial institution sells or may
sell, and/or upon the type and nature of sales or marketing support furnished by
the financial institution. Any payments made by the distributor may be
reimbursed by the Fund's investment adviser or its affiliates.

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


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

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

The Fund attempts to stabilize the net asset value of Cash Series Shares at
$1.00 by valuing the portfolio securities using the amortized cost method. The
net asset value per share is determined by subtracting liabilities attributable
to shares from the value of Fund assets attributable to shares, 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, Monday through Friday, except on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

Shares are sold at their net asset value, without a sales charge, next is
determined after an order is received, on days on which the New York Stock
Exchange is open for business. Shares may be purchased as described below,
either 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 or more within a 90-day period. 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 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 purchase shares
through a financial institution which has a sales agreement with the
distributor. Orders 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. Shares may be purchased by wire by calling the Fund
before 1:00 p.m. (Eastern time). The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) in
order to begin earning dividends 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: Pennsylvania Municipal Cash
Trust, Cash Series Shares; 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. Questions on wire purchases
should be directed to your shareholder services representative at the telephone
number listed on your account statement.

PURCHASING SHARES BY CHECK. Shares may be purchased by sending a check to:
Federated Services Company, P.O. Box 8600, Boston, MA 02266-8600. The check
should be made payable to Pennsylvania Municipal Cash Trust--Cash Series Shares.
Please include an account number on the check. 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 an Automated Clearing
House ("ACH") member and

invested in Fund shares. Shareholders should contact their financial institution
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 dividend. Proceeds from
redemption requests received after that time include that day's dividend but
will be wired the following business day. Proceeds from redemption requests
received on holidays when wire transfers are restricted will be wired the
following business day. Questions about telephone redemptions on days when wire
transfers are restricted should be directed to your shareholder services
representative at the telephone number listed on your account statement. Under
limited circumstances, arrangements may be made with the distributor for
same-day payment of 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 to: Federated Services Company, P.O. Box 8600, Boston, MA
02266-8600. If share certificates have been issued, they should be sent
unendorsed with the written request by registered or certified mail to the
address noted above.

The written request should state: the Fund name and the class designation; 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. Normally, a check for the proceeds is mailed within one
business day, but in no event more than seven days, after the 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 association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm 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. Shareholder accounts will continue to
receive the daily dividend declared on the shares to be redeemed until the check
is presented to UMB Bank, N.A., the bank responsible for administering the
checkwriting program, for payment. However, checks should never be made payable
or sent to UMB Bank, N.A. or the Fund to redeem shares, and a check may not be
written to close an account.

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
institutions or the Fund.

ACCOUNT AND SHARE 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 all
transactions as well as dividends paid during the month.


ACCOUNTS WITH LOW BALANCES. Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account balance falls below a required minimum value of
$10,000 due to shareholder redemptions. Before shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to purchase
additional shares to meet the minimum requirement.

VOTING RIGHTS. Each shareholder has 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. 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 election of Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

As of December 4, 1995, BHC Securities Inc., Philadelphia, PA, owned 35.87% of
the voting securities of the Fund's Cash Series Shares and BB Securities Co.,
Blue Ball, PA, owned 33.30% of the voting securities of the Fund's Institutional
Shares, and, therefore, may, for certain purposes, be deemed to control the Fund
and be able to affect the outcome of certain matters presented for a vote of
shareholders.

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

In the opinion of Houston, Houston & Donnelly, counsel to the Trust, Fund shares
may be subject to personal property taxes imposed by counties, municipalities,
and school districts in Pennsylvania to the extent that the portfolio securities
in the Fund would be subject to such taxes if owned directly by residents of
those jurisdictions.

Shareholders are urged to consult their own tax advisers regarding the status of
their accounts under state and local tax laws.

PENNSYLVANIA TAXES. The Fund received a ruling from the Commonwealth of
Pennsylvania Department of Revenue that interest or gain derived by the Fund
from obligations free from state taxation in Pennsylvania is not taxable on
pass-through to Fund shareholders for purposes of Pennsylvania personal income
taxes. This was based on the existence of the Pennsylvania Investment
Restrictions (see "Investment Limitations"). However, legislation enacted in
December 1993, eliminates the necessity of the Pennsylvania Investment
Restrictions. This legislation also generally repeals the Pennsylvania personal
income tax exemption for gains from the sale of tax-exempt obligations,
including the exemption for distributions from the Fund to the extent that they
are derived from gains from tax-exempt obligations.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund also offers other classes. Institutional Shares are sold at net asset
value primarily to financial institutions acting in a fiduciary or agency
capacity and are subject to a minimum initial investment of $25,000 over a
90-day period. Institutional Service Shares are sold at net asset value
primarily to financial institutions acting in an agency capacity and are subject
to a minimum initial investment of $25,000 over a 90-day period.

All classes are subject to certain of the same expenses.

Institutional Shares are distributed with no 12b-1 fees but are subject to
shareholder services fees.

Institutional Service Shares are distributed with no 12b-1 fees but are subject
to shareholder services fees.

Expense differences between classes may affect the performance of each class.

To obtain more information and a prospectus for any other class, investors may
call 1-800-235-4669.

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

From time to time, the Fund advertises its total return, yield, effective yield,
and tax-equivalent yield for shares. The performance figures will be calculated
separately for each class of shares.


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.

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 the
Fund's performance to certain indices.


PENNSYLVANIA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 35.
<TABLE>
<CAPTION>
                                                                                 YEAR ENDED
                                                                                 OCTOBER 31,
                                                                                   1995(A)
                                                                                -------------
<S>                                                                             <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                $1.00
- ------------------------------------------------------------------------------
  Net investment income                                                              0.01
- ------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------------
  Distributions from net investment income                                          (0.01)
- ------------------------------------------------------------------------------  ---------
NET ASSET VALUE, END OF PERIOD                                                      $1.00
- ------------------------------------------------------------------------------  ---------
TOTAL RETURN (B)                                                                     1.03%
- ------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------------
  Expenses                                                                           0.45%*
- ------------------------------------------------------------------------------
  Net investment income                                                              3.81%*
- ------------------------------------------------------------------------------
  Expense waiver/reimbursement (c)                                                   0.46%*
- ------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                          $2,529
- ------------------------------------------------------------------------------
</TABLE>


  * Computed on an annualized basis.

(a) Reflects operations for the period from August 23, 1995 (date of initial
    public investment) to October 31, 1995.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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


PENNSYLVANIA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS -- INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 35.
<TABLE>
<CAPTION>
                                                          YEAR ENDED OCTOBER 31,
                                      --------------------------------------------------------------
                                       1995       1994       1993       1992       1991      1990(A)
                                      ------     ------     ------     ------     ------     -------
<S>                                   <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF
PERIOD                                $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
- -----------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------
  Net investment income                 0.03       0.02       0.02       0.03       0.05       0.05
- -----------------------------------
LESS DISTRIBUTIONS
- -----------------------------------
  Distributions from net investment
  income                               (0.03)     (0.02)     (0.02)     (0.03)     (0.05)     (0.05 )
- -----------------------------------   ------     ------     ------     ------     ------     ------
NET ASSET VALUE, END OF PERIOD        $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
- -----------------------------------   ------     ------     ------     ------     ------     ------
TOTAL RETURN (B)                        3.44%      2.25%      2.24%      3.08%      4.64%      5.78 %
- -----------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------
  Expenses                              0.65%      0.64%      0.57%      0.56%      0.55%      0.50 %*
- -----------------------------------
  Net investment income                 3.38%      2.19%      2.21%      3.04%      4.53%      5.56 %*
- -----------------------------------
  Expense waiver/reimbursement (c)      0.27%      0.02%      0.12%      0.12%      0.11%      0.18 %*
- -----------------------------------
SUPPLEMENTAL DATA
- -----------------------------------
  Net assets, end of period (000
  omitted)                            $276,407   $229,160   $318,518   $308,200   $317,165   $275,882
- -----------------------------------
</TABLE>


  * Computed on an annualized basis.

(a) Reflects operations for the period from November 21, 1989 (date of initial
    public investment) to October 31, 1990.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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


PENNSYLVANIA MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--99.4%
- ------------------------------------------------------------------------
                  PENNSYLVANIA--99.2%
                  ------------------------------------------------------
$ 2,350,000       Allegheny County, PA HDA, (Series 1988A) Weekly VRDNs
                  (Allegheny Hospital)/(PNC Bank, N.A. LOC)                  VMIG1      $  2,350,000
                  ------------------------------------------------------
  1,000,000       Allegheny County, PA IDA, (Series 1991) Weekly VRDNs
                  (Mine Safety Appliances Co.)/(Sanwa Bank Ltd, Osaka
                  LOC)                                                        P-1          1,000,000
                  ------------------------------------------------------
  1,500,000       Allegheny County, PA, IDA, (Series 1991B) Weekly VRDNs
                  (Shandon, Inc.)/(PNC Bank, N.A. LOC)                        P-1          1,500,000
                  ------------------------------------------------------
  6,500,000       Allegheny County, PA IDA, 4.75% CP (Duquesne Light
                  Power Co.)/(Barclays Bank PLC, London LOC), Mandatory
                  Tender 12/7/1995                                            A-1+         6,500,000
                  ------------------------------------------------------
  4,975,000       Allegheny County, PA IDA, Adjustable Rate Commercial
                  Development Revenue Bonds (Series 1992) Weekly VRDNs
                  (Eleven Parkway Center Associates)/(Integra Bank,
                  Pittsburgh LOC)                                             A-1          4,975,000
                  ------------------------------------------------------
  5,000,000       Allegheny County, PA IDA, PCR (Series 1992A), 3.75%
                  TOBs (Duquesne Light Power Co.)/(Canadian Imperial
                  Bank of Commerce, Toronto LOC), Optional Tender
                  11/30/1995                                                  P-1          5,000,000
                  ------------------------------------------------------
  3,000,000       Beaver County, PA IDA, PCR Refunding Bonds (1992
                  Series-E), 3.85% CP (Toledo Edison Co.)/(Toronto-
                  Dominion Bank LOC), Mandatory Tender 3/6/1996                A1          3,000,000
                  ------------------------------------------------------
  1,260,000       Berks County, PA IDA Weekly VRDNs (ADC Quaker Maid
                  Meats)/(Meridian Bank, Reading, PA LOC)                    VMIG1         1,260,000
                  ------------------------------------------------------
  1,580,000       Berks County, PA IDA Weekly VRDNs (Beacon Container)/
                  (Corestates Bank N.A., Philadelphia, PA LOC)                P-1          1,580,000
                  ------------------------------------------------------
  2,000,000       Berks County, PA IDA, (Series 1988) Weekly VRDNs
                  (Arrow Electronics, Inc.)/(Corestates Bank N.A.,
                  Philadelphia, PA LOC)                                       P-1          2,000,000
                  ------------------------------------------------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
                                                                           ----------
                                                                              ----
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$ 2,000,000       Berks County, PA IDA, Variable Rate Demand/Fixed Rate
                  Mfg Facilities Revenue Bonds (Series 1995) Weekly
                  VRDNs (Grafika Commercial Printing, Inc.)/(Meridian
                  Bank, Reading, PA LOC)                                      P-1       $  2,000,000
                  ------------------------------------------------------
  2,000,000       Berks County, PA, (Series 1995), 5.20% TRANs,
                  12/31/1995                                                 NR(3)         2,000,000
                  ------------------------------------------------------
  2,445,000       Bucks County, PA IDA Weekly VRDNs (Double H Plastics,
                  Inc.)/(Meridian Bank, Reading, PA LOC)                     VMIG1         2,445,000
                  ------------------------------------------------------
  2,960,000       Bucks County, PA IDA Weekly VRDNs (Pennsylvania
                  Associates)/(Meridian Bank, Reading, PA LOC)                P-1          2,960,000
                  ------------------------------------------------------
  5,090,000       Bucks County, PA IDA, (Series 1991) Weekly VRDNs
                  (Cabot Medical Corp.)/(Meridian Bank, Reading, PA LOC)     VMIG1         5,090,000
                  ------------------------------------------------------
  4,000,000       Butler County, PA IDA Weekly VRDNs (Mine Safety
                  Appliances Co.)/(Sanwa Bank Ltd, Osaka LOC)                 P-1          4,000,000
                  ------------------------------------------------------
  1,000,000       Butler County, PA IDA, (Series 1992B) Weekly VRDNs
                  (Mine Safety Appliances Co.)/(Sanwa Bank Ltd, Osaka
                  LOC)                                                        P-1          1,000,000
                  ------------------------------------------------------
  2,435,000       Butler County, PA IDA, Variable Rate IDRB (Series
                  1994) Weekly VRDNs (Lue-Rich Holding Company, Inc.
                  Project)/(ABN AMRO Bank N.V., Amsterdam LOC)                A-1+         2,435,000
                  ------------------------------------------------------
    700,000       Cambria County, PA IDA Weekly VRDNs (Cambria
                  Cogeneration)/(Fuji Bank, Ltd., Tokyo LOC)                  A-1            700,000
                  ------------------------------------------------------
  1,900,000       Carbon County, PA IDA Weekly VRDNs (Summit Management
                  & Utilities, Inc.)/(PNC Bank, N.A. LOC)                     A-1          1,900,000
                  ------------------------------------------------------
  5,000,000       Carbon County, PA IDA, 3.90% CP (Panther Creek)/
                  (National Westminster Bank, PLC, London LOC),
                  Mandatory Tender 1/18/1996                                  A-1+         5,000,000
                  ------------------------------------------------------
  2,620,000       Carbon County, PA IDA, Resource Recovery Bonds, 3.80%
                  CP (Panther Creek)/(National Westminster Bank, PLC,
                  London LOC), Mandatory Tender 11/17/1995                    A-1+         2,620,000
                  ------------------------------------------------------
  6,825,000       Carbon County, PA IDA, Resource Recovery Bonds, 3.85%
                  CP (Panther Creek)/(National Westminster Bank, PLC,
                  London LOC), Mandatory Tender 1/25/1996                     A-1+         6,825,000
                  ------------------------------------------------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
                                                                           ----------
                                                                              ----
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$ 1,545,000       Carbon County, PA IDA, Resource Recovery Bonds, 3.90%
                  CP (Panther Creek)/(National Westminster Bank, PLC,
                  London LOC), Mandatory Tender 1/16/1996                     A-1+      $  1,545,000
                  ------------------------------------------------------
  5,000,000       Carbon County, PA IDA, Solid Waste Disposal Revenue
                  Notes (Series 1995A), 4.00% RANs (Horsehead Resource
                  Development, Inc.)/(Chemical Bank, New York LOC),
                  12/1/1995                                                   P-1          5,000,000
                  ------------------------------------------------------
  7,300,000       Clearfield County, PA IDA Weekly VRDNs (Penn Traffic
                  Co.)/(ABN AMRO Bank N.V., Amsterdam LOC)                    P-1          7,300,000
                  ------------------------------------------------------
  3,305,000       Clinton County, PA Municipal Authority, (Series A)
                  Weekly VRDNs (Lock Haven Hospital)/(Mellon Bank NA,
                  Pittsburgh LOC)                                             P-1          3,305,000
                  ------------------------------------------------------
  3,000,000       Clinton County, PA, IDA Weekly VRDNs (Armstrong World
                  Industries, Inc.)/(Mellon Bank NA, Pittsburgh LOC)          P-1          3,000,000
                  ------------------------------------------------------
 17,000,000       Commonwealth of Pennsylvania, (First Series of
                  1995-1996), 4.50% TANs, 6/28/1996                          SP-1+        17,079,453
                  ------------------------------------------------------
  1,600,000       Cumberland County, PA IDA, Variable Rate Demand/ Fixed
                  Industrial Development Bonds (Series 1994) Weekly
                  VRDNs (Lane Enterprises, Inc. Project)/(Meridian Bank,
                  Reading, PA LOC)                                            P-1          1,600,000
                  ------------------------------------------------------
  3,900,000       East Hempfield Township, PA IDA, (Series 1985) Weekly
                  VRDNs (Yellow Freight System)/(Wachovia Bank of NC,
                  NA, Winston-Salem LOC)                                      A-1          3,900,000
                  ------------------------------------------------------
  7,300,000       Erie County, PA Hospital Authority Weekly VRDNs (St.
                  Vincent Health System)/(Fuji Bank, Ltd., Tokyo LOC)         A-1          7,300,000
                  ------------------------------------------------------
    500,000       Erie County, PA IDA Weekly VRDNs (P.H.B. Project)/
                  (PNC Bank, N.A. LOC)                                        P-1            500,000
                  ------------------------------------------------------
    425,000       Erie County, PA IDA, (Series 1985) Weekly VRDNs (R.
                  P-C Value, Inc.)/(PNC Bank, N.A. LOC)                       P-1            425,000
                  ------------------------------------------------------
    600,000       Erie County, PA IDA, (Series B) Weekly VRDNs (P.H.B.
                  Project)/(PNC Bank, N.A. LOC)                               P-1            600,000
                  ------------------------------------------------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$ 1,665,000       Erie County, PA IDA, Multi Mode Revenue Refunding
                  Bonds Weekly VRDNs (Corry Manor, Inc.)/(PNC Bank, N.A.
                  LOC)                                                        A-1       $  1,665,000
                  ------------------------------------------------------
    500,000       Forest County, PA IDA Weekly VRDNs (Industrial Timber
                  & Land Co.)/(National City Bank, Cleveland, OH LOC)         P-1            500,000
                  ------------------------------------------------------
  1,280,000       Forest County, PA IDA Weekly VRDNs (Marienville Health
                  Care Facility)/(PNC Bank, N.A. LOC)                         P-1          1,280,000
                  ------------------------------------------------------
  1,800,000       Franklin County, PA IDA Weekly VRDNs (The Guarriello
                  Limited Partnership)/(PNC Bank, N.A. LOC)                   P-1          1,800,000
                  ------------------------------------------------------
  2,800,000       Lackawanna County, PA IDA, (Series 1992) Weekly VRDNs
                  (Hem Project)/(Corestates Bank N.A., Philadelphia, PA
                  LOC)                                                        P-1          2,800,000
                  ------------------------------------------------------
  2,350,000       Lancaster, PA Higher Education Authority, College
                  Revenue Bonds (Series 1995) Weekly VRDNs (Franklin and
                  Marshall College Project)                                  VMIG1         2,350,000
                  ------------------------------------------------------
  2,356,092       Lawrence County, PA IDA, (Series 1989A) Weekly VRDNs
                  (Ellwood Uddeholm Steel Co.)/(Society National Bank,
                  Cleveland, OH LOC)                                          P-1          2,356,092
                  ------------------------------------------------------
  3,100,000       Lehigh County, PA IDA, (Series 1989A) Weekly VRDNs
                  (Hershey Pizza Co., Inc.)/(PNC Bank, N.A. LOC)              A-1          3,100,000
                  ------------------------------------------------------
  1,000,000       Lehigh County, PA, General Purpose Authority Revenue
                  Bonds (Series 1990) Weekly VRDNs (Phoebe Terrace,
                  Inc.)/(Meridian Bank, Reading, PA LOC)                      P-1          1,000,000
                  ------------------------------------------------------
  3,300,000       Lehigh County, PA, IDA Weekly VRDNs (Cedar Crest
                  College)/(PNC Bank, N.A. LOC)                               A-1          3,300,000
                  ------------------------------------------------------
  1,005,000       McKean County, PA IDA, Multi-Mode Revenue Refunding
                  Bonds Weekly VRDNs (Bradford Manor, Inc.)/(PNC Bank,
                  N.A. LOC)                                                   A-1          1,005,000
                  ------------------------------------------------------
  3,300,000       Monroe County, PA IDA, PCR Weekly VRDNs (Cooper
                  Industries, Inc.)/(Sanwa Bank Ltd, Osaka LOC)               A-1          3,300,000
                  ------------------------------------------------------
  2,600,000       Montgomery County, PA IDA, (Series 1984) Weekly VRDNs
                  (General Signal Corp.)/(Morgan Guaranty Trust Co., New
                  York LOC)                                                   P-1          2,600,000
                  ------------------------------------------------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$ 3,500,000       Montgomery County, PA IDA, (Series 1984) Weekly VRDNs
                  (Seton Co.)/(Banque Paribas, Paris LOC)                     A-1       $  3,500,000
                  ------------------------------------------------------
  1,300,000       Montgomery County, PA IDA, (Series 1992) Weekly VRDNs
                  (RJI Limited Partnership)/(Meridian Bank, Reading, PA
                  LOC)                                                       VMIG1         1,300,000
                  ------------------------------------------------------
  2,800,000       Montgomery County, PA IDA, (Series 84) Weekly VRDNs
                  (Thomas & Betts Corp.)/(Wachovia Bank of NC, NA,
                  Winston-Salem LOC)                                          P-1          2,800,000
                  ------------------------------------------------------
  6,980,000       Montgomery County, PA IDA, Commercial Development
                  Revenue Bonds (Series 1992) Weekly VRDNs (Hickory
                  Pointe Project)/(First Fidelity Bank, NA, New Jersey
                  LOC)                                                        P-1          6,980,000
                  ------------------------------------------------------
  5,075,000       Moon Township, PA IDA Weekly VRDNs (Airport Hotel
                  Associates)/(ABN AMRO Bank N.V., Amsterdam LOC)             A-1+         5,075,000
                  ------------------------------------------------------
  5,000,000       North Lebanon Township, PA, Municipal Authority
                  Mortgage Weekly VRDNs (Grace Community, Inc.)/
                  (Meridian Bank, Reading, PA LOC)                           VMIG1         5,000,000
                  ------------------------------------------------------
  9,000,000       Northampton County, PA IDA, 3.85% CP (Citizens
                  Utilities Co.), Mandatory Tender 11/9/1995                  A-1+         9,000,000
                  ------------------------------------------------------
  2,000,000       Northampton County, PA IDA, 3.90% CP (Citizens
                  Utilities Co.), Mandatory Tender 12/14/1995                 A-1+         2,000,000
                  ------------------------------------------------------
  1,590,000       Northumberland County PA IDA, Variable Rate Demand/
                  Fixed Rate Revenue Bonds (Series A of 1995) Weekly
                  VRDNs (Furman Farms, Inc. Project)/(Meridian Bank,
                  Reading, PA LOC)                                            P-1          1,590,000
                  ------------------------------------------------------
  1,875,000       Pennsylvania Education Development Authority Weekly
                  VRDNs (Cyrogenics, Inc.)/(PNC Bank, N.A. LOC)               A-1          1,875,000
                  ------------------------------------------------------
  3,300,000       Pennsylvania Education Development Authority Weekly
                  VRDNs (Industrial Scientific Corp.)/(Mellon Bank NA,
                  Pittsburgh LOC)                                             P-1          3,300,000
                  ------------------------------------------------------
    750,000       Pennsylvania Education Development Authority Weekly
                  VRDNs (Pioneer Fluid)/(PNC Bank, N.A. LOC)                  A-1            750,000
                  ------------------------------------------------------
    675,000       Pennsylvania Education Development Authority Weekly
                  VRDNs (RMF Associates)/(PNC Bank, N.A. LOC)                 P-1            675,000
                  ------------------------------------------------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$   900,000       Pennsylvania Education Development Authority Weekly
                  VRDNs (Reace Associates)/(PNC Bank, N.A. LOC)               A-1       $    900,000
                  ------------------------------------------------------
  4,400,000       Pennsylvania Education Development Authority Weekly
                  VRDNs (Walnut And Craig)/(PNC Bank, N.A. LOC)               P-1          4,400,000
                  ------------------------------------------------------
    500,000       Pennsylvania Education Development Authority, (Series
                  B) Weekly VRDNs (Payne Printing Co.)/ (PNC Bank, N.A.
                  LOC)                                                        A-1            500,000
                  ------------------------------------------------------
  1,300,000       Pennsylvania Education Development Authority, Revenue
                  Bonds (Series G4) Weekly VRDNs (Metamora Products)/
                  (PNC Bank, N.A. LOC)                                        A-1          1,300,000
                  ------------------------------------------------------
    325,000       Pennsylvania Education Development Authority, Revenue
                  Bonds Weekly VRDNs (DDI Pharmaceuticals, Inc.)/ (PNC
                  Bank, N.A. LOC)                                             A-1            325,000
                  ------------------------------------------------------
    625,000       Pennsylvania Education Development Authority, Revenue
                  Bonds Weekly VRDNs (RAM Forest Products)/ (PNC Bank,
                  N.A. LOC)                                                   A-1            625,000
                  ------------------------------------------------------
  6,915,000       Pennsylvania Housing Finance Authority, 3.90% TOBs
                  (First National Bank of Chicago LIQ), Optional Tender
                  4/1/1996                                                   NR(2)         6,915,000
                  ------------------------------------------------------
    980,000       Pennsylvania Housing Finance Authority, Section 8
                  Assisted Residential Development Refunding Bonds
                  (Series 1992A) Weekly VRDNs (CGIC INS)/(Citibank NA,
                  New York LIQ)                                              NR(1)           980,000
                  ------------------------------------------------------
  2,420,000       Pennsylvania Housing Finance Authority, Tender Option
                  Bonds/Single Family Housing (Series O), 4.875% TOBs
                  (Meridian Bank, Reading, PA LIQ), Optional Tender
                  4/1/1996                                                   NR(2)         2,420,000
                  ------------------------------------------------------
  3,190,000       Pennsylvania State Higher Education Assistance Agency,
                  4.50% TOBs (Carnegie-Mellon University), Optional
                  Tender 5/1/1996                                             A-1          3,190,000
                  ------------------------------------------------------
  9,405,000       Pennsylvania State Higher Education Facilities
                  Authority, 4.20% TOBs (Carnegie-Mellon University),
                  Optional Tender 11/1/1995                                   A-1          9,405,000
                  ------------------------------------------------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$ 1,945,000       Pennsylvania State Higher Education Facilities
                  Authority, College & University Revenues/Drexel
                  University, 7.70% Bonds (United States Treasury PRF),
                  11/1/1995 (@102)                                            Aaa       $  1,983,900
                  ------------------------------------------------------
  3,100,000       Pennsylvania State University, Series 1995 Notes,
                  5.25% BANs, 4/5/1996                                        MIG1         3,110,758
                  ------------------------------------------------------
  9,000,000       Philadelphia Redevelopment Authority, Multi-Family
                  Revenue Bonds (Series 1985) Weekly VRDNs (Franklin
                  Town Towers)/(Marine Midland Bank N.A., Buffalo, NY
                  LOC)                                                        P-2          9,000,000
                  ------------------------------------------------------
  7,440,000       Philadelphia, PA IDA, (Series 93) Weekly VRDNs
                  (Sackett Development)/(Mellon Bank NA, Pittsburgh LOC)       A1          7,440,000
                  ------------------------------------------------------
  7,000,000       Philadelphia, PA IDA, 4.25% TOBs (Suite Hotel)/(First
                  National Bank of Boston, MA LOC), Optional Tender
                  6/1/1996                                                    P-1          7,000,000
                  ------------------------------------------------------
  3,700,000       Philadelphia, PA IDA, Commercial Development Revenue
                  Bonds (Series A), 4.00% TOBs (Economy Inn)/ (First
                  National Bank of Boston, MA LOC), Optional Tender
                  7/1/1996                                                    P-1          3,700,000
                  ------------------------------------------------------
  1,700,000       Philadelphia, PA IDA, Commercial Development Revenue
                  Bonds (Series B), 4.00% TOBs (Economy Inn)/(First
                  National Bank of Boston, MA LOC), Optional Tender
                  7/1/1996                                                    A-2          1,700,000
                  ------------------------------------------------------
  5,500,000       Philadelphia, PA, (Series A), 4.50% TRANs, 6/27/1996        SP-1         5,517,306
                  ------------------------------------------------------
  4,000,000       Philadelphia, PA, GO (Series 1990), 3.85% CP (Fuji
                  Bank, Ltd., Tokyo LOC), Mandatory Tender 11/16/1995        VMIG1         4,000,000
                  ------------------------------------------------------
  4,010,000       Philadelphia, PA, GO (Series 1990), 4.00% CP (Fuji
                  Bank, Ltd., Tokyo LOC), Mandatory Tender 11/6/1995          Aa3          4,010,000
                  ------------------------------------------------------
  5,000,000       Port Authority of Allegheny County, PA, (Series
                  1995A), 3.875% GANs (PNC Bank, N.A. LOC), 6/28/1996        NR(3)         5,000,000
                  ------------------------------------------------------
  2,320,000       Sayre, PA, Health Care Facilities Authority Weekly
                  VRDNs (VHA of Pennsylvania)/(AMBAC INS)/(First
                  National Bank of Chicago LIQ)                               A-1          2,320,000
                  ------------------------------------------------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$ 4,000,000       Temple University, Commonwealth System of Higher
                  Education University Funding Obligations (Series
                  1995), 5.00% BANs, 5/22/1996                               SP-1+      $  4,014,883
                  ------------------------------------------------------
  3,824,000       Upper Darby School District, PA, 4.13% TRANs,
                  6/28/1996                                                  NR(3)         3,825,432
                  ------------------------------------------------------
  1,550,000       Venango, PA IDA, (Series A), 3.95% CP (Scrubgrass
                  Power Corp.)/(National Westminster Bank, PLC, London
                  LOC), Mandatory Tender 1/10/1996                            A-1+         1,550,000
                  ------------------------------------------------------
  4,000,000       Venango, PA IDA, Resource Recovery Bonds
                  (Series 1993), 3.80% CP (Scrubgrass Power Corp.)/
                  (National Westminster Bank, PLC, London LOC),
                  Mandatory Tender 11/13/1995                                 A-1+         4,000,000
                  ------------------------------------------------------
  2,100,000       Venango, PA IDA, Resource Recovery Bonds
                  (Series 1993), 3.95% CP (Scrubgrass Power Corp.)/
                  (National Westminster Bank, PLC, London LOC),
                  Mandatory Tender 1/26/1996                                  A-1+         2,100,000
                  ------------------------------------------------------
    870,000       Washington County, PA Hospital Authority, (Series
                  1990) Weekly VRDNs (Mac Plastics, Inc.)/(National City
                  Bank, Cleveland, OH LOC)                                     AA            870,000
                  ------------------------------------------------------
  5,700,000       Washington County, PA Municipal Authority Facilities,
                  (Series 1985A) Weekly VRDNs (1985-A Pooled Equipment
                  Lease Program)/(Sanwa Bank Ltd, Osaka LOC)                 VMIG1         5,700,000
                  ------------------------------------------------------
  1,350,000       Washington County, PA, IDA (Series 1988) Weekly VRDNs
                  (Coca-Cola Co.)/(Mellon Bank NA, Pittsburgh LOC)            P-1          1,350,000
                  ------------------------------------------------------
  1,100,000       West Cornwall Township, PA Municipal Authority,
                  Revenue Bonds (Series 1995) Weekly VRDNs (Lebanon
                  Valley Brethern Home Project (PA))/(Meridian Bank,
                  Reading, PA LOC)                                            P-1          1,100,000
                  ------------------------------------------------------
  1,418,000       West York Area School District, PA, Tax & Revenue
                  Anticipation Notes (Series 1995), 4.26% TRANs,
                  6/28/1996                                                  NR(3)         1,418,711
                  ------------------------------------------------------
  2,588,850       Woodland Hills School District, PA, 4.21% TRANs,
                  6/28/1996                                                    NR          2,589,819
                  ------------------------------------------------------                ------------
                  Total                                                                  304,856,354
                  ------------------------------------------------------                ------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PUERTO RICO--0.2%
                  ------------------------------------------------------
$   600,000       Puerto Rico Government Development Bank Weekly VRDNs
                  (Credit Suisse, Zurich LOC)                                 A-1+      $    600,000
                  ------------------------------------------------------                ------------
                  TOTAL INVESTMENTS, AT AMORTIZED COST(A)                               $305,456,354
                  ------------------------------------------------------                ------------
</TABLE>


Securities that are subject to the Alternative Minimum Tax represent 56.5% of
the portfolio as calculated based upon total portfolio market value.

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

(a) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($307,191,765) at October 31, 1995.


PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronym(s) are used throughout this portfolio:
<TABLE>
<S>    <C>
AMBAC  -- American Municipal Bond Assurance Corporation
BANs   -- Bond Anticipation Notes
CGIC   -- Capital Guaranty Insurance Corporation
CP     -- Commercial Paper
GANs   -- Grant Anticipation Notes
GO     -- General Obligation
HDA    -- Hospital Development Authority
IDA    -- Industrial Development Authority
IDRB   -- Industrial Development Revenue Bond
INS    -- Insured
LIQ    -- Liquidity Agreement
LOC    -- Letter of Credit
PCR    -- Pollution Control Revenue
PLC    -- Public Limited Company
PRF    -- Prerefunded
RANs   -- Revenue Anticipation Notes
TANs   -- Tax Anticipation Notes
TOBs   -- Tender Option Bonds
TRANs  -- Tax and Revenue Anticipation Notes
VHA    -- Veterans Housing Administration
VRDNs  -- Variable Rate Demand Notes
</TABLE>


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


PENNSYLVANIA MUNICIPAL CASH TRUST

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                    <C>         <C>
ASSETS:
- -------------------------------------------------------------------------------
Investments in securities, at amortized cost and value                             $305,456,354
- -------------------------------------------------------------------------------
Cash                                                                                    302,320
- -------------------------------------------------------------------------------
Income receivable                                                                     2,170,862
- -------------------------------------------------------------------------------
Receivable for shares sold                                                                2,272
- -------------------------------------------------------------------------------    ------------
     Total assets                                                                   307,931,808
- -------------------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------------------
Payable for shares redeemed                                               1,505
- --------------------------------------------------------------------
Income distribution payable                                             634,420
- --------------------------------------------------------------------
Accrued expenses                                                        104,118
- --------------------------------------------------------------------   --------
     Total liabilities                                                                  740,043
- -------------------------------------------------------------------------------    ------------
NET ASSETS for 307,191,765 shares outstanding                                      $307,191,765
- -------------------------------------------------------------------------------    ------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- -------------------------------------------------------------------------------
INSTITUTIONAL SERVICE SHARES:
- -------------------------------------------------------------------------------
$276,407,484 / 276,407,484 shares outstanding                                             $1.00
- -------------------------------------------------------------------------------    ------------
CASH SERIES SHARES:
- -------------------------------------------------------------------------------
$28,255,264 / 28,255,264 shares outstanding                                               $1.00
- -------------------------------------------------------------------------------    ------------
INSTITUTIONAL SHARES:
- -------------------------------------------------------------------------------
$2,529,017 / 2,529,017 shares outstanding                                                 $1.00
- -------------------------------------------------------------------------------    ------------
</TABLE>


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


PENNSYLVANIA MUNICIPAL CASH TRUST

STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                           <C>            <C>             <C>
INVESTMENT INCOME:
- ---------------------------------------------------------------------------------------
Interest                                                                                     $11,660,838
- ---------------------------------------------------------------------------------------
EXPENSES:
- ---------------------------------------------------------------------------------------
Investment advisory fee                                                      $1,445,400
- -----------------------------------------------------------------------
Administrative personnel and services fee                                       218,834
- -----------------------------------------------------------------------
Custodian fees                                                                   54,452
- -----------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                         51,317
- -----------------------------------------------------------------------
Directors'/Trustees' fees                                                         1,626
- -----------------------------------------------------------------------
Auditing fees                                                                    14,983
- -----------------------------------------------------------------------
Legal fees                                                                        3,910
- -----------------------------------------------------------------------
Portfolio accounting fees                                                        67,074
- -----------------------------------------------------------------------
Distribution services fee--Cash Series Shares                                    96,501
- -----------------------------------------------------------------------
Shareholder services fee--Institutional Service Shares                          661,792
- -----------------------------------------------------------------------
Shareholder services fee--Cash Series Shares                                     60,313
- -----------------------------------------------------------------------
Shareholder services fee--Institutional Shares                                      596
- -----------------------------------------------------------------------
Share registration costs                                                         42,662
- -----------------------------------------------------------------------
Printing and postage                                                             15,292
- -----------------------------------------------------------------------
Insurance premiums                                                                6,469
- -----------------------------------------------------------------------
Miscellaneous                                                                     5,970
- -----------------------------------------------------------------------      ----------
    Total expenses                                                            2,747,191
- -----------------------------------------------------------------------
Waivers--
- -----------------------------------------------------------------------
  Waiver of investment advisory fee                           $(222,841)
- -----------------------------------------------------------
  Waiver of distribution services fee--Cash Series Shares       (44,624)
- -----------------------------------------------------------
  Waiver of shareholder services fee--Institutional Service
  Shares                                                       (496,060)
- -----------------------------------------------------------
  Waiver of shareholder services fee--Cash Series Shares         (1,766)
- -----------------------------------------------------------
  Waiver of shareholder services fee--Institutional Shares         (596)
- -----------------------------------------------------------   ---------
    Total waivers                                                              (765,887)
- -----------------------------------------------------------------------      ----------
         Net expenses                                                                          1,981,304
- ---------------------------------------------------------------------------------------      -----------
              Net investment income                                                          $ 9,679,534
- ---------------------------------------------------------------------------------------      -----------
</TABLE>


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


PENNSYLVANIA MUNICIPAL CASH TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    YEAR ENDED OCTOBER 31,
                                                                -------------------------------
                                                                    1995              1994
                                                                -------------     -------------
<S>                                                             <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
- -------------------------------------------------------------
OPERATIONS--
- -------------------------------------------------------------
Net investment income                                           $   9,679,534     $   6,997,846
- -------------------------------------------------------------   -------------     -------------
DISTRIBUTIONS TO SHAREHOLDERS--
- -------------------------------------------------------------
Distributions from net investment income
- -------------------------------------------------------------
  Institutional Service Shares                                     (8,951,830)       (6,625,711)
- -------------------------------------------------------------
  Cash Series Shares                                                 (718,640)         (372,135)
- -------------------------------------------------------------
  Institutional Shares                                                 (9,064)                0
- -------------------------------------------------------------   -------------     -------------
     Change in net assets resulting from distributions to
     shareholders                                                  (9,679,534)       (6,997,846)
- -------------------------------------------------------------   -------------     -------------
SHARE TRANSACTIONS--
- -------------------------------------------------------------
Proceeds from sale of shares                                    1,028,950,579       800,515,592
- -------------------------------------------------------------
Net asset value of shares issued to shareholders in payment
  of distributions declared                                         2,339,163         1,321,124
- -------------------------------------------------------------
Cost of shares redeemed                                          (971,610,388)     (891,403,705)
- -------------------------------------------------------------   -------------     -------------
     Change in net assets resulting from share transactions        59,679,354       (89,566,989)
- -------------------------------------------------------------   -------------     -------------
          Change in net assets                                     59,679,354       (89,566,989)
- -------------------------------------------------------------
NET ASSETS:
- -------------------------------------------------------------
Beginning of period                                               247,512,411       337,079,400
- -------------------------------------------------------------   -------------     -------------
End of period                                                   $ 307,191,765     $ 247,512,411
- -------------------------------------------------------------   -------------     -------------
</TABLE>


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


PENNSYLVANIA MUNICIPAL CASH TRUST

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
(1) ORGANIZATION

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

(2) SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

     CONCENTRATION OF CREDIT RISK--Since the Fund invests a substantial portion
     of its assets in issuers located in one state, it will be more susceptible
     to factors adversely affecting issuers of that state than would be a
     comparable tax-exempt mutual fund that invests nationally. In order to
     reduce the credit risk associated with such factors, at October 31, 1995,
     75.5% of the securities in the portfolio of investments are backed by
     letters of credit or bond insurance of various financial institutions and
     financial guaranty assurance agencies. The value of investments insured by
     or


PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

     supported (backed) by a letter of credit for any one institution or agency
     does not exceed 11.7% of total investments.
     OTHER--Investment transactions are accounted for on the trade date.

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At October 31, 1995, capital paid-in aggregated $307,191,765.

Transactions in shares were as follows:
<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                                                  -----------------------------
                 INSTITUTIONAL SERVICE SHARES                         1995             1994
- ---------------------------------------------------------------   ------------     ------------
<S>                                                               <C>              <C>
Shares sold                                                        940,400,092      749,671,233
- ---------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                           1,631,397          937,173
- ---------------------------------------------------------------
Shares redeemed                                                   (894,784,261)    (839,966,777)
- ---------------------------------------------------------------   ------------     ------------
  Net change resulting from Institutional Service share
  transactions                                                      47,247,228      (89,358,371)
- ---------------------------------------------------------------   ------------     ------------
</TABLE>

<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                                                  -----------------------------
                      CASH SERIES SHARES                              1995             1994
- ---------------------------------------------------------------   ------------     ------------
<S>                                                               <C>              <C>
Shares sold                                                         85,377,025       50,844,359
- ---------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                             705,513          383,951
- ---------------------------------------------------------------
Shares redeemed                                                    (76,179,429)     (51,436,928)
- ---------------------------------------------------------------   ------------     ------------
  Net change resulting from Cash Series share transactions           9,903,109         (208,618)
- ---------------------------------------------------------------   ------------     ------------
</TABLE>

<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                                                  -----------------------------
                     INSTITUTIONAL SHARES                           1995(A)            1994
- ---------------------------------------------------------------   ------------     ------------
<S>                                                               <C>              <C>
Shares sold                                                          3,173,462                0
- ---------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                               2,253                0
- ---------------------------------------------------------------
Shares redeemed                                                       (646,698)               0
- ---------------------------------------------------------------   ------------     ------------
  Net change resulting from Institutional share transactions         2,529,017                0
- ---------------------------------------------------------------   ------------     ------------
     Net change resulting from share transactions                   59,679,354      (89,566,989)
- ---------------------------------------------------------------   ------------     ------------
</TABLE>


(a) For the period from August 23, 1995 (date of initial public investment) to
October 31, 1995.


PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

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

ADMINISTRATIVE FEE--Federated Administrative Services, under the Administrative
Services Agreement, provides the Fund with administrative personnel and
services. This fee is based on the level of average aggregate daily net assets
of all funds advised by subsidiaries of Federated Investors for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

DISTRIBUTION SERVICES FEE--The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will
compensate Federated Securities Corp. ("FSC"), the principal distributor, from
the net assets of the Fund to finance activities intended to result in the sale
of the Fund's Cash Series shares. The Plan provides that the Fund may incur
distribution expenses up to .40 of 1% of the average daily net assets of the
Cash Series Shares, annually to compensate FSC.

The distributor may voluntarily choose to waive any portion of its fee. The
distributor can modify or terminate this voluntary waiver at any time at its
sole discretion.

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services ("FSS,") the Fund will pay FSS up to .25 of
1% of average daily net assets of the Fund for the period. This fee is to obtain
certain services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive a portion of its fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion. For the fiscal year
ended October 31, 1995, the Institutional Shares fully waived its shareholder
services fee.

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

PORTFOLIO ACCOUNTING FEES--FServ also maintains the Fund's accounting records
for which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.


PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

INTERFUND TRANSACTIONS--During the period ended October 31, 1995, the Fund
engaged in purchase and sale transactions with funds that have a common
investment adviser, common Directors/Trustees, and/or common Officers. These
transactions were made at current market value pursuant to Rule 17a-7 under the
Act amounting to $488,240,000 and $437,690,000 respectively.
GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors of the above companies.


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

To the Shareholders and Board of Trustees of

FEDERATED MUNICIPAL TRUST
(Pennsylvania Municipal Cash Trust):

We have audited the accompanying statement of assets and liabilities of
Pennsylvania Municipal Cash Trust (an investment portfolio of Federated
Municipal Trust, a Massachusetts business trust), including the schedule of
portfolio investments, as of October 31, 1995, the related statement of
operations for the year then ended, and the statement of changes in net assets
for each of the two years in the period then ended and the financial highlights
(see pages 2, 16 and 17 of the prospectus) for the periods presented. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pennsylvania Municipal Cash Trust (an investment portfolio of Federated
Municipal Trust) as of October 31, 1995, the results of its operations for the
year then ended and the changes in its net assets for each of the two years in
the period then ended and the financial highlights for the periods presented, in
conformity with generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
December 15, 1995


ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>             <C>                                                 <C>
Pennsylvania Municipal Cash Trust
                Cash Series Shares                                  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                               P.O. Box 8600
                Trust Company                                       Boston, MA 02266-8600
- -------------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                          P.O. Box 8600
                                                                    Boston, MA 02266-8600
- -------------------------------------------------------------------------------------------------------
Independent Public Accountants
                Arthur Andersen LLP                                 2100 One PPG Place
                                                                    Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------------------
</TABLE>



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

- --------------------------------------------------------------------------------
                                      PENNSYLVANIA MUNICIPAL
                                      CASH TRUST
                                      CASH SERIES SHARES
                                      PROSPECTUS

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

                                      Prospectus dated December 31, 1995

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      CUSIP 314229881
      9101005A-CSS (12/95)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
PENNSYLVANIA MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SERVICE SHARES
PROSPECTUS

The Institutional Service Shares of Pennsylvania 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 primarily in short-term
Pennsylvania municipal securities, including securities of states, territories,
and possessions of the United States which are not issued by or on behalf of
Pennsylvania, or its political subdivisions and financing authorities, but which
provide income exempt from federal regular income tax and the personal income
taxes imposed by the Commonwealth of Pennsylvania consistent with stability of
principal.

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 December 31,
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,
or a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995

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

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

FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SERVICE SHARES                                                               2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
  Pennsylvania Municipal Securities                                            6
  Investment Risks                                                             6
  Non-Diversification                                                          6
  Investment Limitations                                                       7

FUND INFORMATION                                                               7
- ------------------------------------------------------

  Management of the Fund                                                       7
  Distribution of Institutional Service Shares                                 8
  Administration of the Fund                                                   9

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

HOW TO PURCHASE SHARES                                                         9
- ------------------------------------------------------

  Special Purchase Features                                                   10

HOW TO REDEEM SHARES                                                          10
- ------------------------------------------------------

  Special Redemption Features                                                 12

ACCOUNT AND SHARE INFORMATION                                                 12
- ------------------------------------------------------

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

  Federal Income Tax                                                          13
  State and Local Taxes                                                       13
OTHER CLASSES OF SHARES                                                       14
- ------------------------------------------------------

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

FINANCIAL HIGHLIGHTS--CASH SERIES SHARES                                      16
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES                                    17
- ------------------------------------------------------

FINANCIAL STATEMENTS                                                          18
- ------------------------------------------------------

REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                                                 35
- ------------------------------------------------------

ADDRESSES                                                                     36
- ------------------------------------------------------



SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                             <C>      <C>
                                 INSTITUTIONAL SERVICE SHARES
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price).................................................     None
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price).................................................     None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)...............................     None
Redemption Fee (as a percentage of amount redeemed, if applicable)....................     None
Exchange Fee..........................................................................     None
                                   ANNUAL OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver)(1)......................................................    0.28%
12b-1 Fee.............................................................................     None
Total Other Expenses..................................................................    0.37%
  Shareholder Services Fee (after waiver)(2)...................................  0.20%
     Total Operating Expenses(3)......................................................    0.65%
</TABLE>


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

(2) The maximum shareholder services fee is 0.25%.

(3) The total operating expenses in the table above are based on expenses
expected during the fiscal year ending October 31, 1996. The total operating
expenses were 0.65% for the fiscal year ended October 31, 1995 and would have
been 0.92% absent the voluntary waivers of a portion of the management fee and
the shareholder services fee.

     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Service Shares of
the Fund will bear, either directly or indirectly. For more complete
descriptions of the various costs and expenses, see "Fund Information." Wire-
transferred redemptions of less than $5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
                       EXAMPLE                         1 year  3 years  5 years 10 years
- -----------------------------------------------------------------------------------------
<S>                                                   <C>     <C>      <C>      <C>
You would pay the following expenses on a $1,000
  investment, assuming (1) 5% annual return and (2)
  redemption at the end of each time period........... $    7 $    21  $    36  $    81
</TABLE>


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


PENNSYLVANIA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS -- INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 35.
<TABLE>
<CAPTION>
                                                          YEAR ENDED OCTOBER 31,
                                      --------------------------------------------------------------
                                       1995       1994       1993       1992       1991      1990(A)
                                      ------     ------     ------     ------     ------     -------
<S>                                   <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF
PERIOD                                $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
- -----------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------
  Net investment income                 0.03       0.02       0.02       0.03       0.05       0.05
- -----------------------------------
LESS DISTRIBUTIONS
- -----------------------------------
  Distributions from net investment
  income                               (0.03)     (0.02)     (0.02)     (0.03)     (0.05)     (0.05 )
- -----------------------------------   ------     ------     ------     ------     ------     ------
NET ASSET VALUE, END OF PERIOD        $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
- -----------------------------------   ------     ------     ------     ------     ------     ------
TOTAL RETURN (B)                        3.44%      2.25%      2.24%      3.08%      4.64%      5.78 %
- -----------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------
  Expenses                              0.65%      0.64%      0.57%      0.56%      0.55%      0.50 %*
- -----------------------------------
  Net investment income                 3.38%      2.19%      2.21%      3.04%      4.53%      5.56 %*
- -----------------------------------
  Expense waiver/reimbursement (c)      0.27%      0.02%      0.12%      0.12%      0.11%      0.18 %*
- -----------------------------------
SUPPLEMENTAL DATA
- -----------------------------------
  Net assets, end of period (000
  omitted)                            $276,407   $229,160   $318,518   $308,200   $317,165   $275,882
- -----------------------------------
</TABLE>


  * Computed on an annualized basis.

(a) Reflects operations for the period from November 21, 1989 (date of initial
    public investment) to October 31, 1990.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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


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 shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established three classes of shares known as Institutional Service Shares,
Institutional Shares, and Cash Series Shares. This prospectus relates only to
Institutional Service Shares of the Fund, which are designed primarily for
financial institutions acting in an agency capacity as a convenient means of
accumulating an interest in a professionally managed, non-diversified portfolio
investing primarily in short-term Pennsylvania municipal securities. The Fund
may not be a suitable investment for retirement plans or for non-Pennsylvania
taxpayers because it invests in municipal securities of that state. A minimum
initial investment of $25,000 within a 90-day period is required.

The Fund attempts to stabilize the value of a share at $1.00. Shares are 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 taxes imposed by the Commonwealth of
Pennsylvania consistent with stability of principal. 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
complying with the various requirements of Rule 2a-7 under the Investment
Company Act of 1940 which regulates money market funds and by following the
investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
Pennsylvania 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 the personal income taxes imposed by
the Commonwealth of Pennsylvania. (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 Pennsylvania 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 the personal income taxes imposed by the


Commonwealth of Pennsylvania imposed upon non-corporate taxpayers ("Pennsylvania
Municipal Securities"). Examples of Pennsylvania Municipal Securities include,
but are not limited to:

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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in Pennsylvania
     Municipal Securities from financial institutions such as commercial and
     investment banks, savings 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 Pennsylvania 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. Leases obligations maybe subject to periodic appropriation.
     Municipal leases are subject to certain specific risks in the event of
     default or failure of appropriation.

CREDIT ENHANCEMENT.  Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.

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

DEMAND FEATURES.  The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued


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

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, all of comparable quality
to other securities in which the Fund invests, such as: obligations issued by or
on behalf of municipal or corporate issuers; 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), all having the same quality
characteristics as described above.

Although the Fund is permitted to make taxable, temporary investments, there is
no current intention to do so. However, the interest from certain Pennsylvania
Municipal Securities is subject to the federal alternative minimum tax.
PENNSYLVANIA MUNICIPAL SECURITIES

Pennsylvania 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.

Pennsylvania 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 Pennsylvania 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 Pennsylvania 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 Pennsylvania 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 Pennsylvania
Municipal Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Pennsylvania 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
Pennsylvania 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 Pennsylvania 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 up to 15% of the value of total assets to secure such
borrowings.

The Fund will invest in securities for income earnings rather than trading for
profit. The Fund will not vary its investments, except subject to certain
conditions.

The above investment limitations cannot be changed without shareholder approval.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES. The Fund 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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES

Federated Securities Corp. is the principal distributor for Institutional
Service 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.

State securities laws may require certain financial institutions such as
depository institutions to register as dealers.

SHAREHOLDER SERVICES. The Fund has entered into a Shareholder Services Agreement
with Federated Shareholder Services, a subsidiary of Federated Investors, under
which the Fund may make payments up to .25 of 1% of the average daily net asset
value of the Institutional Service Shares, computed at an annual rate, to
provide personal services for shareholders and to provide the maintenance of
shareholder accounts (shareholder services). From time to time, and for such
periods as deemed appropriate, the amount stated above may be reduced
voluntarily. Under the Shareholder Services Agreement, Federated Shareholder
Services will either perform shareholder services directly or will select
financial institutions to perform shareholder services. Financial institutions
will receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS. With respect to Institutional
Service Shares, in addition to payments made pursuant to the Shareholder
Services Agreement, Federated Securities Corp. and Federated Shareholder
Services, from their own assets, may pay financial institutions supplemental
fees for the performance of substantial sales services, distribution-related
support


services, or shareholder services. The support may include sponsoring sales,
educational and training seminars for their employees, providing sales
literature, and engineering computer software programs that emphasize the
attributes of the Fund. Such assistance will be predicated upon the amount of
shares the financial institution sells or may sell, and/or upon the type and
nature of sales or marketing support furnished by the financial institution. Any
payments made by the distributor may be reimbursed by the Fund's investment
adviser or its affiliates.

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


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

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

The Fund attempts to stabilize the net asset value of Institutional Service
Shares at $1.00 by valuing the portfolio securities using the amortized cost
method. The net asset value per share is determined by subtracting liabilities
attributable to shares from the value of Fund assets attributable to shares, 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, Monday through Friday, except on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days which the New York Stock Exchange
is open for business. Shares may be purchased as described below, either 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 $25,000 within a
90-day

period. 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 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 purchase
shares through a financial institution which has a sales agreement with the
distributor. Orders 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.  Shares may be purchased by wire by calling the Fund
before 1:00 p.m. (Eastern time). The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) in
order to begin earning dividends that same day. Federal funds should be wired as
follows: Federated Services Company, c/o of State Street Bank and Trust Company,
Boston, MA; Attention: EDGEWIRE; For Credit to: Pennsylvania Municipal Cash
Trust, Institutional Service Shares; 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. Questions on
wire purchases should be directed to your shareholder services representative at
the telephone number listed on your account statement.

PURCHASING SHARES BY CHECK.  Shares may be purchased by sending a check to:
Federated Services Company, P.O. Box 8600, Boston, MA 02266-8600. The check
should be made payable to Pennsylvania Municipal Cash Trust--Institutional
Service Shares. 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 an Automated Clearing
House ("ACH") member and invested in Fund shares. Shareholders should contact
their financial institution 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 instruc-


tions, 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 dividend. Proceeds from
redemption requests received after that time include that day's dividend but
will be wired the following business day. Proceeds from redemption requests on
holidays when wire transfers are restricted will be wired the following business
day. Questions about telephone redemptions on days when wire transfers are
restricted should be directed to your shareholder services representative at the
telephone number listed on your account statement. Under limited circumstances,
arrangements may be made with the distributor for same-day payment of proceeds,
without that day's dividend, for redemption requests received before 2 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 to: Federated Services Company, P.O. Box 8600, Boston, MA
02266-8600. If shares certificates have been issued, they should be sent
unendorsed with the written request by registered or certificate mail to the
address noted above.

The written request should state: the Fund name and the class designation; 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. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the 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 association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm 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. The check writing service allows
shareholders to receive the daily dividend declared on the shares to be redeemed
until the check is presented to UMB Bank, N.A., the bank responsible for
administering the check writing program, for payment. However, checks should
never be made payable or sent to UMB Bank, N.A. or the Fund to redeem shares,
and a check may not be written to close an account.

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 $25,000, 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
institutions or the Fund.

ACCOUNT AND SHARE 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. Shares purchased by
wire before 1:00 p.m. (Eastern time) begin earning dividends that day. Shares
purchased by check begin earning dividends the day after the check is converted
into federal funds.

CAPITAL GAINS. The Fund does not expect to realize any capital gains or losses.
If capital gains or losses were to occur, they could result in an increase or
decrease in dividends. The Fund will distribute in cash or additional shares any
realized net long-term capital gains at least once every 12 months.

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 all
transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES. Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account balance falls below a required minimum value of
$25,000 due to shareholder redemptions. Before shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to purchase
additional shares to meet the minimum requirement.

VOTING RIGHTS. Each shareholder has one vote in Trustee elections and other
matters submitted to shareholders for vote. All shares of all classes of each
portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. 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 election of Trustees under certain
circumstances.


As of December 4, 1995, BHC Securities Inc., Philadelphia, PA, owned 35.87% of
the voting securities of the Fund's Cash Series Shares and BB Securities Co.,
Blue Ball, PA, owned 33.30% of the voting securities of the Fund's Institutional
Shares, and, therefore, may, for certain purposes, be deemed to control the Fund
and be able to affect the outcome of certain matters presented for a vote of
shareholders.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

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

FEDERAL INCOME TAX

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

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

Shareholders are not required to pay the federal regular income tax on any
dividends received from the Fund that represent net interest on tax-exempt
municipal bonds. However, under the Tax Reform Act of 1986, dividends
representing net interest earned on 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

In the opinion of Houston, Houston & Donnelly, counsel to the Trust, Fund shares
may be subject to personal property taxes imposed by counties, municipalities,
and school districts in Pennsylvania to the extent that the portfolio securities
in the Fund would be subject to such taxes if owned directly by residents of
those jurisdictions.

Shareholders are urged to consult their own tax advisers regarding the status of
their accounts under state and local tax laws.

PENNSYLVANIA TAXES. The Fund received a ruling from the Commonwealth of
Pennsylvania Department of Revenue that interest or gain derived by the Fund
from obligations free from state taxation in Pennsylvania is not taxable on
pass-through to Fund shareholders for purposes of Pennsylvania personal income
taxes. This was based on the existence of the Pennsylvania Investment
Restrictions (see "Investment Limitations"). However, legislation enacted in
December, 1993, eliminates the necessity of the Pennsylvania Investment
Restrictions. This legislation also generally repeals the Pennsylvania personal
income tax exemption for gains from the sale of tax-exempt obligations,
including the exemption for distributions from the Fund to the extent that they
are derived from gains from tax-exempt obligations.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund also offers other classes of shares called Institutional Shares and
Cash Series Shares.

Cash Series Shares that are sold primarily to retail customers of financial
institutions. Cash Series Shares are sold at net asset value and are subject to
a Rule 12b-1 Plan and a Shareholder Services Agreement. Investments in Cash
Series Shares are subject to a minimum initial investment of $10,000 within a
90-day period.

Institutional Shares are sold primarily to financial institutions acting in a
fiduciary or agency capacity. Institutional Shares are sold at net asset value
and are subject to a Shareholder Services Agreement. Institutional Shares are
subject to a minimum initial investment of $25,000 within a 90-day period.

Institutional Service Shares, Institutional Shares, and Cash Series Shares are
subject to certain of the same expenses. Expense differences, however, between
Institutional Service Shares, Institutional Shares, and Cash Series Shares may
affect the performance of each class.

To obtain more information and a prospectus for Institutional Shares or Cash
Series Shares, investors may call 1-800-235-4669.


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

From time to time, the Fund advertises its total return, yield, effective yield,
and tax-equivalent yield for shares. The performance figures will be calculated
separately for each class of shares.

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 shares' tax-exempt yield, assuming a specific tax rate.

Total return represents the change, over a specified period of time, in the
value of an investment in the shares 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 the
Fund's performance to certain indices.
PENNSYLVANIA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--CASH SERIES SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 35.
<TABLE>
<CAPTION>
                                                             YEAR ENDED OCTOBER 31,
                                               ---------------------------------------------------
                                                1995       1994       1993       1992      1991(A)
                                               ------     ------     ------     ------     -------
<S>                                            <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD           $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
- --------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------
  Net investment income                          0.03       0.02       0.02       0.03       0.03
- --------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------
  Distributions from net
  investment income                             (0.03)     (0.02)     (0.02)     (0.03)     (0.03 )
- --------------------------------------------   ------     ------     ------     ------     ------
NET ASSET VALUE, END OF PERIOD                 $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
- --------------------------------------------   ------     ------     ------     ------     ------
TOTAL RETURN (B)                                 3.02%      1.84%      1.83%      2.67%      3.55%
- --------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------
  Expenses                                       1.05%      1.04%      0.97%      0.96%      0.78%*
- --------------------------------------------
  Net investment income                          2.98%      1.73%      1.88%      2.64%      3.92%*
- --------------------------------------------
  Expense waiver/reimbursement (c)               0.28%      0.18%      0.12%      0.12%      0.28%*
- --------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------
  Net assets, end of period (000 omitted)      $28,255    $18,352    $18,561    $24,694    $19,846
- --------------------------------------------
</TABLE>


  * Computed on an annualized basis.

(a) Reflects operations for the period from January 25, 1991 (date of initial
    public investment) to October 31, 1991.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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


PENNSYLVANIA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 35.
<TABLE>
<CAPTION>
                                                                                 YEAR ENDED
                                                                                 OCTOBER 31,
                                                                                   1995(A)
                                                                                -------------
<S>                                                                             <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                $1.00
- ------------------------------------------------------------------------------
  Net investment income                                                              0.01
- ------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------------
  Distributions from net investment income                                          (0.01)
- ------------------------------------------------------------------------------  ---------
NET ASSET VALUE, END OF PERIOD                                                      $1.00
- ------------------------------------------------------------------------------  ---------
TOTAL RETURN (B)                                                                     1.03%
- ------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------------
  Expenses                                                                           0.45%*
- ------------------------------------------------------------------------------
  Net investment income                                                              3.81%*
- ------------------------------------------------------------------------------
  Expense waiver/reimbursement (c)                                                   0.46%*
- ------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                          $2,529
- ------------------------------------------------------------------------------
</TABLE>


  * Computed on an annualized basis.

(a) Reflects operations for the period from August 23, 1995 (date of initial
    public investment) to October 31, 1995.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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


PENNSYLVANIA MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--99.4%
- ------------------------------------------------------------------------
                  PENNSYLVANIA--99.2%
                  ------------------------------------------------------
$ 2,350,000       Allegheny County, PA HDA, (Series 1988A) Weekly VRDNs
                  (Allegheny Hospital)/(PNC Bank, N.A. LOC)                  VMIG1      $  2,350,000
                  ------------------------------------------------------
  1,000,000       Allegheny County, PA IDA, (Series 1991) Weekly VRDNs
                  (Mine Safety Appliances Co.)/(Sanwa Bank Ltd, Osaka
                  LOC)                                                        P-1          1,000,000
                  ------------------------------------------------------
  1,500,000       Allegheny County, PA, IDA, (Series 1991B) Weekly VRDNs
                  (Shandon, Inc.)/(PNC Bank, N.A. LOC)                        P-1          1,500,000
                  ------------------------------------------------------
  6,500,000       Allegheny County, PA IDA, 4.75% CP (Duquesne Light
                  Power Co.)/(Barclays Bank PLC, London LOC), Mandatory
                  Tender 12/7/1995                                            A-1+         6,500,000
                  ------------------------------------------------------
  4,975,000       Allegheny County, PA IDA, Adjustable Rate Commercial
                  Development Revenue Bonds (Series 1992) Weekly VRDNs
                  (Eleven Parkway Center Associates)/(Integra Bank,
                  Pittsburgh LOC)                                             A-1          4,975,000
                  ------------------------------------------------------
  5,000,000       Allegheny County, PA IDA, PCR (Series 1992A), 3.75%
                  TOBs (Duquesne Light Power Co.)/(Canadian Imperial
                  Bank of Commerce, Toronto LOC), Optional Tender
                  11/30/1995                                                  P-1          5,000,000
                  ------------------------------------------------------
  3,000,000       Beaver County, PA IDA, PCR Refunding Bonds (1992
                  Series-E), 3.85% CP (Toledo Edison Co.)/(Toronto-
                  Dominion Bank LOC), Mandatory Tender 3/6/1996                A1          3,000,000
                  ------------------------------------------------------
  1,260,000       Berks County, PA IDA Weekly VRDNs (ADC Quaker Maid
                  Meats)/(Meridian Bank, Reading, PA LOC)                    VMIG1         1,260,000
                  ------------------------------------------------------
  1,580,000       Berks County, PA IDA Weekly VRDNs (Beacon Container)/
                  (Corestates Bank N.A., Philadelphia, PA LOC)                P-1          1,580,000
                  ------------------------------------------------------
  2,000,000       Berks County, PA IDA, (Series 1988) Weekly VRDNs
                  (Arrow Electronics, Inc.)/(Corestates Bank N.A.,
                  Philadelphia, PA LOC)                                       P-1          2,000,000
                  ------------------------------------------------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$ 2,000,000       Berks County, PA IDA, Variable Rate Demand/Fixed Rate
                  Mfg Facilities Revenue Bonds (Series 1995) Weekly
                  VRDNs (Grafika Commercial Printing, Inc.)/(Meridian
                  Bank, Reading, PA LOC)                                      P-1       $  2,000,000
                  ------------------------------------------------------
  2,000,000       Berks County, PA, (Series 1995), 5.20% TRANs,
                  12/31/1995                                                 NR(3)         2,000,000
                  ------------------------------------------------------
  2,445,000       Bucks County, PA IDA Weekly VRDNs (Double H Plastics,
                  Inc.)/(Meridian Bank, Reading, PA LOC)                     VMIG1         2,445,000
                  ------------------------------------------------------
  2,960,000       Bucks County, PA IDA Weekly VRDNs (Pennsylvania
                  Associates)/(Meridian Bank, Reading, PA LOC)                P-1          2,960,000
                  ------------------------------------------------------
  5,090,000       Bucks County, PA IDA, (Series 1991) Weekly VRDNs
                  (Cabot Medical Corp.)/(Meridian Bank, Reading, PA LOC)     VMIG1         5,090,000
                  ------------------------------------------------------
  4,000,000       Butler County, PA IDA Weekly VRDNs (Mine Safety
                  Appliances Co.)/(Sanwa Bank Ltd, Osaka LOC)                 P-1          4,000,000
                  ------------------------------------------------------
  1,000,000       Butler County, PA IDA, (Series 1992B) Weekly VRDNs
                  (Mine Safety Appliances Co.)/(Sanwa Bank Ltd, Osaka
                  LOC)                                                        P-1          1,000,000
                  ------------------------------------------------------
  2,435,000       Butler County, PA IDA, Variable Rate IDRB (Series
                  1994) Weekly VRDNs (Lue-Rich Holding Company, Inc.
                  Project)/(ABN AMRO Bank N.V., Amsterdam LOC)                A-1+         2,435,000
                  ------------------------------------------------------
    700,000       Cambria County, PA IDA Weekly VRDNs (Cambria
                  Cogeneration)/(Fuji Bank, Ltd., Tokyo LOC)                  A-1            700,000
                  ------------------------------------------------------
  1,900,000       Carbon County, PA IDA Weekly VRDNs (Summit Management
                  & Utilities, Inc.)/(PNC Bank, N.A. LOC)                     A-1          1,900,000
                  ------------------------------------------------------
  5,000,000       Carbon County, PA IDA, 3.90% CP (Panther Creek)/
                  (National Westminster Bank, PLC, London LOC),
                  Mandatory Tender 1/18/1996                                  A-1+         5,000,000
                  ------------------------------------------------------
  2,620,000       Carbon County, PA IDA, Resource Recovery Bonds, 3.80%
                  CP (Panther Creek)/(National Westminster Bank, PLC,
                  London LOC), Mandatory Tender 11/17/1995                    A-1+         2,620,000
                  ------------------------------------------------------
  6,825,000       Carbon County, PA IDA, Resource Recovery Bonds, 3.85%
                  CP (Panther Creek)/(National Westminster Bank, PLC,
                  London LOC), Mandatory Tender 1/25/1996                     A-1+         6,825,000
                  ------------------------------------------------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$ 1,545,000       Carbon County, PA IDA, Resource Recovery Bonds, 3.90%
                  CP (Panther Creek)/(National Westminster Bank, PLC,
                  London LOC), Mandatory Tender 1/16/1996                     A-1+      $  1,545,000
                  ------------------------------------------------------
  5,000,000       Carbon County, PA IDA, Solid Waste Disposal Revenue
                  Notes (Series 1995A), 4.00% RANs (Horsehead Resource
                  Development, Inc.)/(Chemical Bank, New York LOC),
                  12/1/1995                                                   P-1          5,000,000
                  ------------------------------------------------------
  7,300,000       Clearfield County, PA IDA Weekly VRDNs (Penn Traffic
                  Co.)/(ABN AMRO Bank N.V., Amsterdam LOC)                    P-1          7,300,000
                  ------------------------------------------------------
  3,305,000       Clinton County, PA Municipal Authority, (Series A)
                  Weekly VRDNs (Lock Haven Hospital)/(Mellon Bank NA,
                  Pittsburgh LOC)                                             P-1          3,305,000
                  ------------------------------------------------------
  3,000,000       Clinton County, PA, IDA Weekly VRDNs (Armstrong World
                  Industries, Inc.)/(Mellon Bank NA, Pittsburgh LOC)          P-1          3,000,000
                  ------------------------------------------------------
 17,000,000       Commonwealth of Pennsylvania, (First Series of
                  1995-1996), 4.50% TANs, 6/28/1996                          SP-1+        17,079,453
                  ------------------------------------------------------
  1,600,000       Cumberland County, PA IDA, Variable Rate Demand/ Fixed
                  Industrial Development Bonds (Series 1994) Weekly
                  VRDNs (Lane Enterprises, Inc. Project)/(Meridian Bank,
                  Reading, PA LOC)                                            P-1          1,600,000
                  ------------------------------------------------------
  3,900,000       East Hempfield Township, PA IDA, (Series 1985) Weekly
                  VRDNs (Yellow Freight System)/(Wachovia Bank of NC,
                  NA, Winston-Salem LOC)                                      A-1          3,900,000
                  ------------------------------------------------------
  7,300,000       Erie County, PA Hospital Authority Weekly VRDNs (St.
                  Vincent Health System)/(Fuji Bank, Ltd., Tokyo LOC)         A-1          7,300,000
                  ------------------------------------------------------
    500,000       Erie County, PA IDA Weekly VRDNs (P.H.B. Project)/
                  (PNC Bank, N.A. LOC)                                        P-1            500,000
                  ------------------------------------------------------
    425,000       Erie County, PA IDA, (Series 1985) Weekly VRDNs (R.
                  P-C Value, Inc.)/(PNC Bank, N.A. LOC)                       P-1            425,000
                  ------------------------------------------------------
    600,000       Erie County, PA IDA, (Series B) Weekly VRDNs (P.H.B.
                  Project)/(PNC Bank, N.A. LOC)                               P-1            600,000
                  ------------------------------------------------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$ 1,665,000       Erie County, PA IDA, Multi Mode Revenue Refunding
                  Bonds Weekly VRDNs (Corry Manor, Inc.)/(PNC Bank, N.A.
                  LOC)                                                        A-1       $  1,665,000
                  ------------------------------------------------------
    500,000       Forest County, PA IDA Weekly VRDNs (Industrial Timber
                  & Land Co.)/(National City Bank, Cleveland, OH LOC)         P-1            500,000
                  ------------------------------------------------------
  1,280,000       Forest County, PA IDA Weekly VRDNs (Marienville Health
                  Care Facility)/(PNC Bank, N.A. LOC)                         P-1          1,280,000
                  ------------------------------------------------------
  1,800,000       Franklin County, PA IDA Weekly VRDNs (The Guarriello
                  Limited Partnership)/(PNC Bank, N.A. LOC)                   P-1          1,800,000
                  ------------------------------------------------------
  2,800,000       Lackawanna County, PA IDA, (Series 1992) Weekly VRDNs
                  (Hem Project)/(Corestates Bank N.A., Philadelphia, PA
                  LOC)                                                        P-1          2,800,000
                  ------------------------------------------------------
  2,350,000       Lancaster, PA Higher Education Authority, College
                  Revenue Bonds (Series 1995) Weekly VRDNs (Franklin and
                  Marshall College Project)                                  VMIG1         2,350,000
                  ------------------------------------------------------
  2,356,092       Lawrence County, PA IDA, (Series 1989A) Weekly VRDNs
                  (Ellwood Uddeholm Steel Co.)/(Society National Bank,
                  Cleveland, OH LOC)                                          P-1          2,356,092
                  ------------------------------------------------------
  3,100,000       Lehigh County, PA IDA, (Series 1989A) Weekly VRDNs
                  (Hershey Pizza Co., Inc.)/(PNC Bank, N.A. LOC)              A-1          3,100,000
                  ------------------------------------------------------
  1,000,000       Lehigh County, PA, General Purpose Authority Revenue
                  Bonds (Series 1990) Weekly VRDNs (Phoebe Terrace,
                  Inc.)/(Meridian Bank, Reading, PA LOC)                      P-1          1,000,000
                  ------------------------------------------------------
  3,300,000       Lehigh County, PA, IDA Weekly VRDNs (Cedar Crest
                  College)/(PNC Bank, N.A. LOC)                               A-1          3,300,000
                  ------------------------------------------------------
  1,005,000       McKean County, PA IDA, Multi-Mode Revenue Refunding
                  Bonds Weekly VRDNs (Bradford Manor, Inc.)/(PNC Bank,
                  N.A. LOC)                                                   A-1          1,005,000
                  ------------------------------------------------------
  3,300,000       Monroe County, PA IDA, PCR Weekly VRDNs (Cooper
                  Industries, Inc.)/(Sanwa Bank Ltd, Osaka LOC)               A-1          3,300,000
                  ------------------------------------------------------
  2,600,000       Montgomery County, PA IDA, (Series 1984) Weekly VRDNs
                  (General Signal Corp.)/(Morgan Guaranty Trust Co., New
                  York LOC)                                                   P-1          2,600,000
                  ------------------------------------------------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$ 3,500,000       Montgomery County, PA IDA, (Series 1984) Weekly VRDNs
                  (Seton Co.)/(Banque Paribas, Paris LOC)                     A-1       $  3,500,000
                  ------------------------------------------------------
  1,300,000       Montgomery County, PA IDA, (Series 1992) Weekly VRDNs
                  (RJI Limited Partnership)/(Meridian Bank, Reading, PA
                  LOC)                                                       VMIG1         1,300,000
                  ------------------------------------------------------
  2,800,000       Montgomery County, PA IDA, (Series 84) Weekly VRDNs
                  (Thomas & Betts Corp.)/(Wachovia Bank of NC, NA,
                  Winston-Salem LOC)                                          P-1          2,800,000
                  ------------------------------------------------------
  6,980,000       Montgomery County, PA IDA, Commercial Development
                  Revenue Bonds (Series 1992) Weekly VRDNs (Hickory
                  Pointe Project)/(First Fidelity Bank, NA, New Jersey
                  LOC)                                                        P-1          6,980,000
                  ------------------------------------------------------
  5,075,000       Moon Township, PA IDA Weekly VRDNs (Airport Hotel
                  Associates)/(ABN AMRO Bank N.V., Amsterdam LOC)             A-1+         5,075,000
                  ------------------------------------------------------
  5,000,000       North Lebanon Township, PA, Municipal Authority
                  Mortgage Weekly VRDNs (Grace Community, Inc.)/
                  (Meridian Bank, Reading, PA LOC)                           VMIG1         5,000,000
                  ------------------------------------------------------
  9,000,000       Northampton County, PA IDA, 3.85% CP (Citizens
                  Utilities Co.), Mandatory Tender 11/9/1995                  A-1+         9,000,000
                  ------------------------------------------------------
  2,000,000       Northampton County, PA IDA, 3.90% CP (Citizens
                  Utilities Co.), Mandatory Tender 12/14/1995                 A-1+         2,000,000
                  ------------------------------------------------------
  1,590,000       Northumberland County PA IDA, Variable Rate Demand/
                  Fixed Rate Revenue Bonds (Series A of 1995) Weekly
                  VRDNs (Furman Farms, Inc. Project)/(Meridian Bank,
                  Reading, PA LOC)                                            P-1          1,590,000
                  ------------------------------------------------------
  1,875,000       Pennsylvania Education Development Authority Weekly
                  VRDNs (Cyrogenics, Inc.)/(PNC Bank, N.A. LOC)               A-1          1,875,000
                  ------------------------------------------------------
  3,300,000       Pennsylvania Education Development Authority Weekly
                  VRDNs (Industrial Scientific Corp.)/(Mellon Bank NA,
                  Pittsburgh LOC)                                             P-1          3,300,000
                  ------------------------------------------------------
    750,000       Pennsylvania Education Development Authority Weekly
                  VRDNs (Pioneer Fluid)/(PNC Bank, N.A. LOC)                  A-1            750,000
                  ------------------------------------------------------
    675,000       Pennsylvania Education Development Authority Weekly
                  VRDNs (RMF Associates)/(PNC Bank, N.A. LOC)                 P-1            675,000
                  ------------------------------------------------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$   900,000       Pennsylvania Education Development Authority Weekly
                  VRDNs (Reace Associates)/(PNC Bank, N.A. LOC)               A-1       $    900,000
                  ------------------------------------------------------
  4,400,000       Pennsylvania Education Development Authority Weekly
                  VRDNs (Walnut And Craig)/(PNC Bank, N.A. LOC)               P-1          4,400,000
                  ------------------------------------------------------
    500,000       Pennsylvania Education Development Authority, (Series
                  B) Weekly VRDNs (Payne Printing Co.)/ (PNC Bank, N.A.
                  LOC)                                                        A-1            500,000
                  ------------------------------------------------------
  1,300,000       Pennsylvania Education Development Authority, Revenue
                  Bonds (Series G4) Weekly VRDNs (Metamora Products)/
                  (PNC Bank, N.A. LOC)                                        A-1          1,300,000
                  ------------------------------------------------------
    325,000       Pennsylvania Education Development Authority, Revenue
                  Bonds Weekly VRDNs (DDI Pharmaceuticals, Inc.)/ (PNC
                  Bank, N.A. LOC)                                             A-1            325,000
                  ------------------------------------------------------
    625,000       Pennsylvania Education Development Authority, Revenue
                  Bonds Weekly VRDNs (RAM Forest Products)/ (PNC Bank,
                  N.A. LOC)                                                   A-1            625,000
                  ------------------------------------------------------
  6,915,000       Pennsylvania Housing Finance Authority, 3.90% TOBs
                  (First National Bank of Chicago LIQ), Optional Tender
                  4/1/1996                                                   NR(2)         6,915,000
                  ------------------------------------------------------
    980,000       Pennsylvania Housing Finance Authority, Section 8
                  Assisted Residential Development Refunding Bonds
                  (Series 1992A) Weekly VRDNs (CGIC INS)/(Citibank NA,
                  New York LIQ)                                              NR(1)           980,000
                  ------------------------------------------------------
  2,420,000       Pennsylvania Housing Finance Authority, Tender Option
                  Bonds/Single Family Housing (Series O), 4.875% TOBs
                  (Meridian Bank, Reading, PA LIQ), Optional Tender
                  4/1/1996                                                   NR(2)         2,420,000
                  ------------------------------------------------------
  3,190,000       Pennsylvania State Higher Education Assistance Agency,
                  4.50% TOBs (Carnegie-Mellon University), Optional
                  Tender 5/1/1996                                             A-1          3,190,000
                  ------------------------------------------------------
  9,405,000       Pennsylvania State Higher Education Facilities
                  Authority, 4.20% TOBs (Carnegie-Mellon University),
                  Optional Tender 11/1/1995                                   A-1          9,405,000
                  ------------------------------------------------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$ 1,945,000       Pennsylvania State Higher Education Facilities
                  Authority, College & University Revenues/Drexel
                  University, 7.70% Bonds (United States Treasury PRF),
                  11/1/1995 (@102)                                            Aaa       $  1,983,900
                  ------------------------------------------------------
  3,100,000       Pennsylvania State University, Series 1995 Notes,
                  5.25% BANs, 4/5/1996                                        MIG1         3,110,758
                  ------------------------------------------------------
  9,000,000       Philadelphia Redevelopment Authority, Multi-Family
                  Revenue Bonds (Series 1985) Weekly VRDNs (Franklin
                  Town Towers)/(Marine Midland Bank N.A., Buffalo, NY
                  LOC)                                                        P-2          9,000,000
                  ------------------------------------------------------
  7,440,000       Philadelphia, PA IDA, (Series 93) Weekly VRDNs
                  (Sackett Development)/(Mellon Bank NA, Pittsburgh LOC)       A1          7,440,000
                  ------------------------------------------------------
  7,000,000       Philadelphia, PA IDA, 4.25% TOBs (Suite Hotel)/(First
                  National Bank of Boston, MA LOC), Optional Tender
                  6/1/1996                                                    P-1          7,000,000
                  ------------------------------------------------------
  3,700,000       Philadelphia, PA IDA, Commercial Development Revenue
                  Bonds (Series A), 4.00% TOBs (Economy Inn)/ (First
                  National Bank of Boston, MA LOC), Optional Tender
                  7/1/1996                                                    P-1          3,700,000
                  ------------------------------------------------------
  1,700,000       Philadelphia, PA IDA, Commercial Development Revenue
                  Bonds (Series B), 4.00% TOBs (Economy Inn)/(First
                  National Bank of Boston, MA LOC), Optional Tender
                  7/1/1996                                                    A-2          1,700,000
                  ------------------------------------------------------
  5,500,000       Philadelphia, PA, (Series A), 4.50% TRANs, 6/27/1996        SP-1         5,517,306
                  ------------------------------------------------------
  4,000,000       Philadelphia, PA, GO (Series 1990), 3.85% CP (Fuji
                  Bank, Ltd., Tokyo LOC), Mandatory Tender 11/16/1995        VMIG1         4,000,000
                  ------------------------------------------------------
  4,010,000       Philadelphia, PA, GO (Series 1990), 4.00% CP (Fuji
                  Bank, Ltd., Tokyo LOC), Mandatory Tender 11/6/1995          Aa3          4,010,000
                  ------------------------------------------------------
  5,000,000       Port Authority of Allegheny County, PA, (Series
                  1995A), 3.875% GANs (PNC Bank, N.A. LOC), 6/28/1996        NR(3)         5,000,000
                  ------------------------------------------------------
  2,320,000       Sayre, PA, Health Care Facilities Authority Weekly
                  VRDNs (VHA of Pennsylvania)/(AMBAC INS)/(First
                  National Bank of Chicago LIQ)                               A-1          2,320,000
                  ------------------------------------------------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$ 4,000,000       Temple University, Commonwealth System of Higher
                  Education University Funding Obligations (Series
                  1995), 5.00% BANs, 5/22/1996                               SP-1+      $  4,014,883
                  ------------------------------------------------------
  3,824,000       Upper Darby School District, PA, 4.13% TRANs,
                  6/28/1996                                                  NR(3)         3,825,432
                  ------------------------------------------------------
  1,550,000       Venango, PA IDA, (Series A), 3.95% CP (Scrubgrass
                  Power Corp.)/(National Westminster Bank, PLC, London
                  LOC), Mandatory Tender 1/10/1996                            A-1+         1,550,000
                  ------------------------------------------------------
  4,000,000       Venango, PA IDA, Resource Recovery Bonds
                  (Series 1993), 3.80% CP (Scrubgrass Power Corp.)/
                  (National Westminster Bank, PLC, London LOC),
                  Mandatory Tender 11/13/1995                                 A-1+         4,000,000
                  ------------------------------------------------------
  2,100,000       Venango, PA IDA, Resource Recovery Bonds
                  (Series 1993), 3.95% CP (Scrubgrass Power Corp.)/
                  (National Westminster Bank, PLC, London LOC),
                  Mandatory Tender 1/26/1996                                  A-1+         2,100,000
                  ------------------------------------------------------
    870,000       Washington County, PA Hospital Authority, (Series
                  1990) Weekly VRDNs (Mac Plastics, Inc.)/(National City
                  Bank, Cleveland, OH LOC)                                     AA            870,000
                  ------------------------------------------------------
  5,700,000       Washington County, PA Municipal Authority Facilities,
                  (Series 1985A) Weekly VRDNs (1985-A Pooled Equipment
                  Lease Program)/(Sanwa Bank Ltd, Osaka LOC)                 VMIG1         5,700,000
                  ------------------------------------------------------
  1,350,000       Washington County, PA, IDA (Series 1988) Weekly VRDNs
                  (Coca-Cola Co.)/(Mellon Bank NA, Pittsburgh LOC)            P-1          1,350,000
                  ------------------------------------------------------
  1,100,000       West Cornwall Township, PA Municipal Authority,
                  Revenue Bonds (Series 1995) Weekly VRDNs (Lebanon
                  Valley Brethern Home Project (PA))/(Meridian Bank,
                  Reading, PA LOC)                                            P-1          1,100,000
                  ------------------------------------------------------
  1,418,000       West York Area School District, PA, Tax & Revenue
                  Anticipation Notes (Series 1995), 4.26% TRANs,
                  6/28/1996                                                  NR(3)         1,418,711
                  ------------------------------------------------------
  2,588,850       Woodland Hills School District, PA, 4.21% TRANs,
                  6/28/1996                                                    NR          2,589,819
                  ------------------------------------------------------                ------------
                  Total                                                                  304,856,354
                  ------------------------------------------------------                ------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PUERTO RICO--0.2%
                  ------------------------------------------------------
$   600,000       Puerto Rico Government Development Bank Weekly VRDNs
                  (Credit Suisse, Zurich LOC)                                 A-1+      $    600,000
                  ------------------------------------------------------                ------------
                  TOTAL INVESTMENTS, AT AMORTIZED COST(A)                               $305,456,354
                  ------------------------------------------------------                ------------
</TABLE>


Securities that are subject to the Alternative Minimum Tax represent 56.5% of
the portfolio as calculated based upon total portfolio market value.

(a) Also represents cost for federal tax purposes.

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

Note: The categories of investments are shown as a percentage of net assets
      ($307,191,765) at October 31, 1995.


PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronym(s) are used throughout this portfolio:
<TABLE>
<S>    <C>
AMBAC  -- American Municipal Bond Assurance Corporation
BANs   -- Bond Anticipation Notes
CGIC   -- Capital Guaranty Insurance Corporation
CP     -- Commercial Paper
GANs   -- Grant Anticipation Notes
GO     -- General Obligation
HDA    -- Hospital Development Authority
IDA    -- Industrial Development Authority
IDRB   -- Industrial Development Revenue Bond
INS    -- Insured
LIQ    -- Liquidity Agreement
LOC    -- Letter of Credit
PCR    -- Pollution Control Revenue
PLC    -- Public Limited Company
PRF    -- Prerefunded
RANs   -- Revenue Anticipation Notes
TANs   -- Tax Anticipation Notes
TOBs   -- Tender Option Bonds
TRANs  -- Tax and Revenue Anticipation Notes
VHA    -- Veterans Housing Administration
VRDNs  -- Variable Rate Demand Notes
</TABLE>


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


PENNSYLVANIA MUNICIPAL CASH TRUST

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                    <C>         <C>
ASSETS:
- -------------------------------------------------------------------------------
Investments in securities, at amortized cost and value                             $305,456,354
- -------------------------------------------------------------------------------
Cash                                                                                    302,320
- -------------------------------------------------------------------------------
Income receivable                                                                     2,170,862
- -------------------------------------------------------------------------------
Receivable for shares sold                                                                2,272
- -------------------------------------------------------------------------------    ------------
     Total assets                                                                   307,931,808
- -------------------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------------------
Payable for shares redeemed                                               1,505
- --------------------------------------------------------------------
Income distribution payable                                             634,420
- --------------------------------------------------------------------
Accrued expenses                                                        104,118
- --------------------------------------------------------------------   --------
     Total liabilities                                                                  740,043
- -------------------------------------------------------------------------------    ------------
NET ASSETS for 307,191,765 shares outstanding                                      $307,191,765
- -------------------------------------------------------------------------------    ------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- -------------------------------------------------------------------------------
INSTITUTIONAL SERVICE SHARES:
- -------------------------------------------------------------------------------
$276,407,484 / 276,407,484 shares outstanding                                             $1.00
- -------------------------------------------------------------------------------    ------------
CASH SERIES SHARES:
- -------------------------------------------------------------------------------
$28,255,264 / 28,255,264 shares outstanding                                               $1.00
- -------------------------------------------------------------------------------    ------------
INSTITUTIONAL SHARES:
- -------------------------------------------------------------------------------
$2,529,017 / 2,529,017 shares outstanding                                                 $1.00
- -------------------------------------------------------------------------------    ------------
</TABLE>


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


PENNSYLVANIA MUNICIPAL CASH TRUST

STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                      <C>           <C>            <C>
INVESTMENT INCOME:
- ---------------------------------------------------------------------------------
Interest                                                                              $11,660,838
- ---------------------------------------------------------------------------------
EXPENSES:
- ---------------------------------------------------------------------------------
Investment advisory fee                                                $1,445,400
- ------------------------------------------------------------------
Administrative personnel and services fee                                 218,834
- ------------------------------------------------------------------
Custodian fees                                                             54,452
- ------------------------------------------------------------------
Transfer and dividend disbursing agent fees and
  expenses                                                                 51,317
- ------------------------------------------------------------------
Directors'/Trustees' fees                                                   1,626
- ------------------------------------------------------------------
Auditing fees                                                              14,983
- ------------------------------------------------------------------
Legal fees                                                                  3,910
- ------------------------------------------------------------------
Portfolio accounting fees                                                  67,074
- ------------------------------------------------------------------
Distribution services fee--Cash Series Shares                              96,501
- ------------------------------------------------------------------
Shareholder services fee--Institutional Service Shares                    661,792
- ------------------------------------------------------------------
Shareholder services fee--Cash Series Shares                               60,313
- ------------------------------------------------------------------
Shareholder services fee--Institutional Shares                                596
- ------------------------------------------------------------------
Share registration costs                                                   42,662
- ------------------------------------------------------------------
Printing and postage                                                       15,292
- ------------------------------------------------------------------
Insurance premiums                                                          6,469
- ------------------------------------------------------------------
Miscellaneous                                                               5,970
- ------------------------------------------------------------------     ----------
     Total expenses                                                     2,747,191
- ------------------------------------------------------------------
Waivers--
- ------------------------------------------------------------------
  Waiver of investment advisory fee                      $(222,841)
- ------------------------------------------------------
  Waiver of distribution services fee--Cash Series
     Shares                                                (44,624)
- ------------------------------------------------------
  Waiver of shareholder services fee--Institutional
  Service Shares                                          (496,060)
- ------------------------------------------------------
  Waiver of shareholder services fee--Cash Series
  Shares                                                    (1,766)
- ------------------------------------------------------
  Waiver of shareholder services fee--Institutional
     Shares                                                   (596)
- ------------------------------------------------------   ---------
     Total waivers                                                       (765,887)
- ------------------------------------------------------------------     ----------
          Net expenses                                                                  1,981,304
- ------------------------------------------------------------------                    -----------
               Net investment income                                                  $ 9,679,534
- ---------------------------------------------------------------------------------     -----------
</TABLE>


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


PENNSYLVANIA MUNICIPAL CASH TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    YEAR ENDED OCTOBER 31,
                                                                -------------------------------
                                                                    1995              1994
                                                                -------------     -------------
<S>                                                             <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
- -------------------------------------------------------------
OPERATIONS--
- -------------------------------------------------------------
Net investment income                                           $   9,679,534     $   6,997,846
- -------------------------------------------------------------   -------------     -------------
DISTRIBUTIONS TO SHAREHOLDERS--
- -------------------------------------------------------------
Distributions from net investment income
- -------------------------------------------------------------
  Institutional Service Shares                                     (8,951,830)       (6,625,711)
- -------------------------------------------------------------
  Cash Series Shares                                                 (718,640)         (372,135)
- -------------------------------------------------------------
  Institutional Shares                                                 (9,064)                0
- -------------------------------------------------------------   -------------     -------------
     Change in net assets resulting from distributions to
     shareholders                                                  (9,679,534)       (6,997,846)
- -------------------------------------------------------------   -------------     -------------
SHARE TRANSACTIONS--
- -------------------------------------------------------------
Proceeds from sale of shares                                    1,028,950,579       800,515,592
- -------------------------------------------------------------
Net asset value of shares issued to shareholders in payment
  of distributions declared                                         2,339,163         1,321,124
- -------------------------------------------------------------
Cost of shares redeemed                                          (971,610,388)     (891,403,705)
- -------------------------------------------------------------   -------------     -------------
     Change in net assets resulting from share transactions        59,679,354       (89,566,989)
- -------------------------------------------------------------   -------------     -------------
          Change in net assets                                     59,679,354       (89,566,989)
- -------------------------------------------------------------
NET ASSETS:
- -------------------------------------------------------------
Beginning of period                                               247,512,411       337,079,400
- -------------------------------------------------------------   -------------     -------------
End of period                                                   $ 307,191,765     $ 247,512,411
- -------------------------------------------------------------   -------------     -------------
</TABLE>


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


PENNSYLVANIA MUNICIPAL CASH TRUST

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
(1) ORGANIZATION

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

(2) SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

     CONCENTRATION OF CREDIT RISK--Since the Fund invests a substantial portion
     of its assets in issuers located in one state, it will be more susceptible
     to factors adversely affecting issuers of that state than would be a
     comparable tax-exempt mutual fund that invests nationally. In order to
     reduce the credit risk associated with such factors, at October 31, 1995,
     75.5% of the securities in the portfolio of investments are backed by
     letters of credit or bond insurance of various financial institutions and
     financial guaranty assurance agencies. The value of investments insured by
     or


PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

     supported (backed) by a letter of credit for any one institution or agency
     does not exceed 11.7% of total investments.
     OTHER--Investment transactions are accounted for on the trade date.

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At October 31, 1995, capital paid-in aggregated $307,191,765.

Transactions in shares were as follows:
<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                                                  -----------------------------
                 INSTITUTIONAL SERVICE SHARES                         1995             1994
- ---------------------------------------------------------------   ------------     ------------
<S>                                                               <C>              <C>
Shares sold                                                        940,400,092      749,671,233
- ---------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                           1,631,397          937,173
- ---------------------------------------------------------------
Shares redeemed                                                   (894,784,261)    (839,966,777)
- ---------------------------------------------------------------   ------------     ------------
  Net change resulting from Institutional Service share
  transactions                                                      47,247,228      (89,358,371)
- ---------------------------------------------------------------   ------------     ------------
</TABLE>

<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                                                  -----------------------------
                      CASH SERIES SHARES                              1995             1994
- ---------------------------------------------------------------   ------------     ------------
<S>                                                               <C>              <C>
Shares sold                                                         85,377,025       50,844,359
- ---------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                             705,513          383,951
- ---------------------------------------------------------------
Shares redeemed                                                    (76,179,429)     (51,436,928)
- ---------------------------------------------------------------   ------------     ------------
  Net change resulting from Cash Series share transactions           9,903,109         (208,618)
- ---------------------------------------------------------------   ------------     ------------
</TABLE>

<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                                                  -----------------------------
                     INSTITUTIONAL SHARES                           1995(A)            1994
- ---------------------------------------------------------------   ------------     ------------
<S>                                                               <C>              <C>
Shares sold                                                          3,173,462                0
- ---------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                               2,253                0
- ---------------------------------------------------------------
Shares redeemed                                                       (646,698)               0
- ---------------------------------------------------------------   ------------     ------------
  Net change resulting from Institutional share transactions         2,529,017                0
- ---------------------------------------------------------------   ------------     ------------
     Net change resulting from share transactions                   59,679,354      (89,566,989)
- ---------------------------------------------------------------   ------------     ------------
</TABLE>


(a) For the period from August 23, 1995 (date of initial public investment) to
October 31, 1995.


PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

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

ADMINISTRATIVE FEE--Federated Administrative Services, under the Administrative
Services Agreement, provides the Fund with administrative personnel and
services. This fee is based on the level of average aggregate daily net assets
of all funds advised by subsidiaries of Federated Investors for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

DISTRIBUTION SERVICES FEE--The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will
compensate Federated Securities Corp. ("FSC"), the principal distributor, from
the net assets of the Fund to finance activities intended to result in the sale
of the Fund's Cash Series shares. The Plan provides that the Fund may incur
distribution expenses up to .40 of 1% of the average daily net assets of the
Cash Series Shares, annually to compensate FSC.

The distributor may voluntarily choose to waive any portion of its fee. The
distributor can modify or terminate this voluntary waiver at any time at its
sole discretion.

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services ("FSS,") the Fund will pay FSS up to .25 of
1% of average daily net assets of the Fund for the period. This fee is to obtain
certain services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive a portion of its fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion. For the fiscal year
ended October 31, 1995, the Institutional Shares fully waived its shareholder
services fee.

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

PORTFOLIO ACCOUNTING FEES--FServ also maintains the Fund's accounting records
for which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.


PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

INTERFUND TRANSACTIONS--During the period ended October 31, 1995, the Fund
engaged in purchase and sale transactions with funds that have a common
investment adviser, common Directors/Trustees, and/or common Officers. These
transactions were made at current market value pursuant to Rule 17a-7 under the
Act amounting to $488,240,000 and $437,690,000 respectively.
GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors of the above companies.


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

To the Shareholders and Board of Trustees of

FEDERATED MUNICIPAL TRUST
(Pennsylvania Municipal Cash Trust):

We have audited the accompanying statement of assets and liabilities of
Pennsylvania Municipal Cash Trust (an investment portfolio of Federated
Municipal Trust, a Massachusetts business trust), including the schedule of
portfolio investments, as of October 31, 1995, the related statement of
operations for the year then ended, and the statement of changes in net assets
for each of the two years in the period then ended and the financial highlights
(see pages 2, 16 and 17 of the prospectus) for the periods presented. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pennsylvania Municipal Cash Trust (an investment portfolio of Federated
Municipal Trust) as of October 31, 1995, the results of its operations for the
year then ended, and the changes in its net assets for each of the two years in
the period then ended and the financial highlights for the periods presented, in
conformity with generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
December 15, 1995


ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>             <C>                                                 <C>
Pennsylvania Municipal Cash Trust
                Institutional Service Shares                        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                               P.O. Box 8600
                Trust Company                                       Boston, MA 02266-8600
- -------------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                          P.O. Box 8600
                                                                    Boston, MA 02266-8600
- -------------------------------------------------------------------------------------------------------
Independent Public Accountants
                Arthur Andersen LLP                                 2100 One PPG Place
                                                                    Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------------------
</TABLE>



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

- --------------------------------------------------------------------------------
                                      PENNSYLVANIA MUNICIPAL
                                      CASH TRUST
                                      INSTITUTIONAL SERVICE SHARES
                                      PROSPECTUS

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

                                      Prospectus dated December 31, 1995

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      CUSIP 314229204
      9101005A-SS (12/95)


PENNSYLVANIA MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SHARES
PROSPECTUS

The Institutional Shares of Pennsylvania 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 primarily in short-term Pennsylvania
municipal securities, including securities of states, territories, and
possessions of the United States which are not issued by or on behalf of
Pennsylvania, or its political subdivisions and financing authorities, but which
provide income exempt from federal regular income tax and the personal income
taxes imposed by the Commonwealth of Pennsylvania consistent with stability of
principal.

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 December 31,
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,
or a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995

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

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

FINANCIAL HIGHLIGHTS--
  INSTITUTIONAL SHARES                                                         2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
  Pennsylvania Municipal Securities                                            6
  Investment Risks                                                             6
  Non-Diversification                                                          6
  Investment Limitations                                                       7

FUND INFORMATION                                                               7
- ------------------------------------------------------

  Management of the Fund                                                       7
  Distribution of Institutional Shares                                         8
  Administration of the Fund                                                   9

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

HOW TO PURCHASE SHARES                                                         9
- ------------------------------------------------------

HOW TO REDEEM SHARES                                                          10
- ------------------------------------------------------

ACCOUNT AND SHARE INFORMATION                                                 11
- ------------------------------------------------------

TAX INFORMATION                                                               12
- ------------------------------------------------------

  Federal Income Tax                                                          12
  State and Local Taxes                                                       13

OTHER CLASSES OF SHARES                                                       13
- ------------------------------------------------------

PERFORMANCE INFORMATION                                                       14
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--
  CASH SERIES SHARES                                                          15
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--
  INSTITUTIONAL SERVICE SHARES                                                16
- ------------------------------------------------------

FINANCIAL STATEMENTS                                                          17
- ------------------------------------------------------

REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                                                 34
- ------------------------------------------------------

ADDRESSES                                                                     35
- ------------------------------------------------------


SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                             <C>      <C>
                                     INSTITUTIONAL SHARES
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price).................................................     None
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price).................................................     None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)...............................     None
Redemption Fee (as a percentage of amount redeemed, if applicable)....................     None
Exchange Fee..........................................................................     None
                                   ANNUAL OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver) (1).....................................................    0.28%
12b-1 Fee.............................................................................     None
Total Other Expenses..................................................................    0.17%
  Shareholder Services Fee (after waiver) (2)..................................  0.00%
     Total Operating Expenses (3).....................................................    0.45%
</TABLE>


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

(2) The maximum shareholder services fee is 0.25%.

(3) The total operating expenses in the table above are based on expenses
expected during the fiscal year ending October 31, 1996. The total operating
expenses were 0.45% for the fiscal year ended October 31, 1995 and would have
been 0.91% absent the voluntary waivers of a portion of the management fee and
the shareholder services fee.

     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Shares of the
Fund will bear, either directly or indirectly. For more complete descriptions of
the various costs and expenses, see "Fund Information." Wire-transferred
redemptions of less than $5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
                                  EXAMPLE                                    1 year     3 years
- ---------------------------------------------------------------------------  ------     -------
<S>                                                                          <C>        <C>
You would pay the following expenses on a $1,000
  investment assuming (1) 5% annual return and
  (2) redemption at the end of each time period.
  .........................................................................    $5         $14
</TABLE>


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


PENNSYLVANIA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 34.
<TABLE>
<CAPTION>
                                                                                 YEAR ENDED
                                                                                 OCTOBER 31,
                                                                                   1995(A)
                                                                                -------------
<S>                                                                             <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                $1.00
- ------------------------------------------------------------------------------
  Net investment income                                                              0.01
- ------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------------
  Distributions from net investment income                                          (0.01)
- ------------------------------------------------------------------------------  ---------
NET ASSET VALUE, END OF PERIOD                                                      $1.00
- ------------------------------------------------------------------------------  ---------
TOTAL RETURN (B)                                                                     1.03%
- ------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------------
  Expenses                                                                           0.45%*
- ------------------------------------------------------------------------------
  Net investment income                                                              3.81%*
- ------------------------------------------------------------------------------
  Expense waiver/reimbursement (c)                                                   0.46%*
- ------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                          $2,529
- ------------------------------------------------------------------------------
</TABLE>


  * Computed on an annualized basis.

(a) Reflects operations for the period from August 23, 1995 (date of initial
    public investment) to October 31, 1995.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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


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 shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established three classes of shares known as Institutional Shares, Institutional
Service Shares and Cash Series Shares. This prospectus relates only to
Institutional Shares of the Fund, which are designed primarily for financial
institutions acting in a fiduciary or agency capacity as a convenient means of
accumulating an interest in a professionally managed, non-diversified portfolio
investing primarily in short-term Pennsylvania municipal securities. The Fund
may not be a suitable investment for retirement plans or for non-Pennsylvania
taxpayers because it invests in municipal securities of that state. A minimum
initial investment of $25,000 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 taxes imposed by the Commonwealth of
Pennsylvania consistent with stability of principal. 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
complying with the various requirements of Rule 2a-7 under the Investment
Company Act of 1940 which regulates money market mutual funds and by following
the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
Pennsylvania 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 Pennsylvania dividend and interest
income 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 Pennsylvania 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 Pennsylvania state income tax imposed


upon non-corporate taxpayers ("Pennsylvania Municipal Securities"). Examples of
Pennsylvania Municipal Securities include, but are not limited to:

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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in Pennsylvania
     Municipal Securities from financial institutions such as commercial and
     investment banks, savings 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 Pennsylvania 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. Lease obligations may be subject to periodic appropriation.
     Municipal leases are subject to certain specific risks in the event of
     default or failure of appropriation.

CREDIT ENHANCEMENT.  Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.

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


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

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, all of comparable quality
to other securities in which the Fund invests, such as: obligations issued by or
on behalf of municipal or corporate issuers; 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 Pennsylvania
Municipal Securities is subject to the federal alternative minimum tax.


PENNSYLVANIA MUNICIPAL SECURITIES

Pennsylvania 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.

Pennsylvania 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 Pennsylvania 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 Pennsylvania 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 Pennsylvania 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 Pennsylvania
Municipal Securities acceptable for purchase by the Fund could become limited.
The Fund may invest in Pennsylvania 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
Pennsylvania 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 Pennsylvania 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 up to 15% of the value of total assets to secure such
borrowings.

The Fund will invest in securities for income earnings rather than trading for
profit. The Fund will not vary its investments, except subject to certain
conditions.

The above investment limitations cannot be changed without shareholder approval.

As a matter of nonfundamental policy, the Fund will not invest more than 10% of
its net assets in illiquid securities.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES.  The Fund 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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SHARES

Federated Securities Corp. is the principal distributor for Institutional 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.  The Fund has entered into a Shareholder Services
Agreement with Federated Shareholder Services, a subsidiary of Federated
Investors, under which the Fund may make payments up to .25 of 1% of the average
daily net asset value of Institutional Shares, computed at an annual rate, to
obtain certain personal services for shareholders and provide maintenance of
shareholder accounts ("shareholder services"). From time to time and for such
periods as deemed appropriate, the amount stated above may be reduced
voluntarily.

Under the Shareholder Services Agreement, Federated Shareholder Services will
either perform shareholder services directly or will select financial
institutions to perform shareholder services. Financial institutions will
receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS.  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.

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

</TABLE>


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

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

The Fund attempts to stabilize the net asset value of Institutional Shares at
$1.00 by valuing the portfolio securities using the amortized cost method. The
net asset value per share is determined by subtracting liabilities attributable
to shares from the value of Fund assets attributable to shares, 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, Monday through Friday, except on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

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 is open for business. Shares may be purchased either by wire or by
check. The Fund reserves the right to reject any purchase request.

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone. The
minimum initial investment is $25,000. However, an account may be opened with a
smaller amount as long as the minimum is reached within 90 days. Minimum
investments will be calculated by combining all accounts maintained with the
Fund. Financial institutions may impose different minimum investment
requirements on their customers.


PURCHASING SHARES BY WIRE.  Shares may be purchased by Federal Reserve wire by
calling the Fund before 1:00 p.m. (Eastern time) to place an order. The order is
considered received immediately. Payment by federal funds must be received
before 3:00 p.m. (Eastern time) that 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: Pennsylvania Municipal Cash
Trust--Institutional Shares; 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. Questions on
wire purchases should be directed to your shareholder services representative at
the telephone number listed on your account statement.

PURCHASING SHARES BY CHECK.  Shares may be purchased by mailing a check made
payable to Pennsylvania Municipal Cash Trust--Institutional Shares to: Federated
Services Company, P.O. Box 8600, Boston, MA 02266-8600. Orders by mail are
considered received when payment by check is converted into federal funds. This
is normally the next business day after the check is received.

SUBACCOUNTING SERVICES.  Financial institutions are encouraged to open single
master accounts. A subaccounting system is available through the transfer agent
to minimize internal recordkeeping requirements. The transfer agent charges a
fee based on the level of subaccounting services rendered. Financial
institutions may charge or pass through subaccounting fees as part of or in
addition to normal trust or agency account fees. They may also charge fees for
other services provided which may be related to the ownership of Fund shares.
This prospectus should, therefore, be read together with any agreement between
the customer and the financial institution with regard to the services provided,
the fees charged for those services, and any restrictions and limitations
imposed. State securities laws may require certain financial institutions such
as depository institutions to register as dealers.

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

Shares are redeemed at their net asset value next determined after Federated
Services Company 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 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 p.m. (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 dividend. Proceeds from
redemption requests received after that time include that day's dividend but
will be wired the following business day. Proceeds from redemption requests
received on holidays when wire transfers are restricted will be wired the
following business day. Questions about telephone redemptions on days when wire
transfers are restricted should be directed to your shareholder services
representative at the telephone number listed on your account statement.


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 to: Federated Services Company, P.O. Box 8600, Boston, MA
02266-8600. If share certificates have been issued, they should be sent
unendorsed with the written request by registered or certified mail to the
address noted above.

The written request should state: the Fund name and the class designation; 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. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the 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 association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm 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.

ACCOUNT AND SHARE 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. Shares purchased by
wire before 1:00 p.m. (Eastern time) begin earning dividends that day. Shares
purchased by check begin earning dividends the day after the check is converted
into federal funds.

CAPITAL GAINS.  The Fund does not expect to realize any capital gains or losses.
If capital gains or losses were to occur, they could result in an increase or
decrease in dividends. The Fund will distribute in cash or additional shares any
realized net long-term capital gains at least once every 12 months.

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 all
transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES.  Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account balance


falls below a required minimum value of $25,000 due to shareholder redemptions.
Before shares are redeemed to close an account, the shareholder is notified in
writing and allowed 30 days to purchase additional shares to meet the minimum
requirement.

VOTING RIGHTS.  Each shareholder has one vote in Trustee elections and other
matters submitted to shareholders for vote. All shares of all classes of each
portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. 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 election of Trustees under certain
circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

As of December 4, 1995, BHC Securities Inc., Philadelphia, PA, owned 35.87% of
the voting securities of the Fund's Cash Series Shares and BB Securities Co.,
Blue Ball, PA, owned 33.30% of the voting securities of the Fund's Institutional
Shares, and, therefore, may, for certain purposes, be deemed to control the Fund
and be able to affect the outcome of certain matters presented for a vote of
shareholders.

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

In the opinion of Houston, Houston & Donnelly, counsel to the Trust, Fund shares
may be subject to personal property taxes imposed by counties, municipalities,
and school districts in Pennsylvania to the extent that the portfolio securities
in the Fund would be subject to such taxes if owned directly by residents of
those jurisdictions.

Shareholders are urged to consult their own tax advisers regarding the status of
their accounts under state and local tax laws.

PENNSYLVANIA TAXES.  The Fund received a ruling from the Commonwealth of
Pennsylvania Department of Revenue that interest derived by the Fund from
obligations free from state taxation in Pennsylvania is not taxable on
pass-through to Fund shareholders for purposes of Pennsylvania personal income
taxes. This was based on the existence of the Pennsylvania Investment
Restrictions (see "Investment Limitations"). However, legislation enacted in
December 1993, eliminates the necessity of the Pennsylvania Investment
Restrictions. This legislation also generally repeals the Pennsylvania personal
income tax exemption for gains from the sale of tax-exempt obligations,
including the exemption for distributions from the Fund to the extent that they
are derived from gains from tax-exempt obligations.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund also offers other classes. Cash Series Shares are sold at net asset
value primarily to retail customers of financial institutions and are subject to
a minimum initial investment of $10,000 over a 90-day period; and Institutional
Service Shares are sold at net asset value primarily to financial institutions
acting in an agency capacity and are subject to a minimum initial investment of
$25,000 over a 90-day period.

All classes are subject to certain of the same expenses.

Cash Series Shares are distributed under a 12b-1 Plan adopted by the Fund and
also are subject to shareholder services fees.

Institutional Service Shares are distributed with no 12b-1 Plan but are subject
to shareholder services fees.

Expense differences between classes may affect the performance of each class.

To obtain more information and a prospectus for any other class, investors may
call 1-800-235-4669.


PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
From time to time, the Fund advertises its total return, yield, effective yield,
and tax-equivalent yield for shares. The performance figures will be calculated
separately for each class of shares.

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 shares' tax-exempt yield, assuming a specific tax rate.

Total return represents the change, over a specified period of time, in the
value of an investment in the shares 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 the
Fund's performance to certain indices.


PENNSYLVANIA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--CASH SERIES SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 34.
<TABLE>
<CAPTION>
                                                             YEAR ENDED OCTOBER 31,
                                               ---------------------------------------------------
                                                1995       1994       1993       1992      1991(A)
                                               ------     ------     ------     ------     -------
<S>                                            <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD           $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
- --------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------
  Net investment income                          0.03       0.02       0.02       0.03       0.03
- --------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------
  Distributions from net
  investment income                             (0.03)     (0.02)     (0.02)     (0.03)     (0.03)
- --------------------------------------------   ------     ------     ------     ------     ------
NET ASSET VALUE, END OF PERIOD                 $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
- --------------------------------------------   ------     ------     ------     ------     ------
TOTAL RETURN (B)                                 3.02%      1.84%      1.83%      2.67%      3.55%
- --------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------
  Expenses                                       1.05%      1.04%      0.97%      0.96%      0.78%*
- --------------------------------------------
  Net investment income                          2.98%      1.73%      1.88%      2.64%      3.92%*
- --------------------------------------------
  Expense waiver/reimbursement (c)               0.28%      0.18%      0.12%      0.12%      0.28%*
- --------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------
  Net assets, end of period (000 omitted)      $28,255    $18,352    $18,561    $24,694    $19,846
- --------------------------------------------
</TABLE>


  * Computed on an annualized basis.

(a) Reflects operations for the period from January 25, 1991 (date of initial
    public investment) to October 31, 1991.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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


PENNSYLVANIA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS -- INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 34.
<TABLE>
<CAPTION>
                                                          YEAR ENDED OCTOBER 31,
                                      --------------------------------------------------------------
                                       1995       1994       1993       1992       1991      1990(A)
                                      ------     ------     ------     ------     ------     -------
<S>                                   <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF
PERIOD                                $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
- -----------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------
  Net investment income                 0.03       0.02       0.02       0.03       0.05       0.05
- -----------------------------------
LESS DISTRIBUTIONS
- -----------------------------------
  Distributions from net investment
  income                               (0.03)     (0.02)     (0.02)     (0.03)     (0.05)     (0.05)
- -----------------------------------   ------     ------     ------     ------     ------     ------
NET ASSET VALUE, END OF PERIOD        $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
- -----------------------------------   ------     ------     ------     ------     ------     ------
TOTAL RETURN (B)                        3.44%      2.25%      2.24%      3.08%      4.64%      5.78%
- -----------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------
  Expenses                              0.65%      0.64%      0.57%      0.56%      0.55%      0.50%*
- -----------------------------------
  Net investment income                 3.38%      2.19%      2.21%      3.04%      4.53%      5.56%*
- -----------------------------------
  Expense waiver/reimbursement (c)      0.27%      0.02%      0.12%      0.12%      0.11%      0.18%*
- -----------------------------------
SUPPLEMENTAL DATA
- -----------------------------------
  Net assets, end of period (000
  omitted)                            $276,407   $229,160   $318,518   $308,200   $317,165   $275,882
- -----------------------------------
</TABLE>


  * Computed on an annualized basis.

(a) Reflects operations for the period from November 21, 1989 (date of initial
    public investment) to October 31, 1990.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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


PENNSYLVANIA MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--99.4%
- ------------------------------------------------------------------------
                  PENNSYLVANIA--99.2%
                  ------------------------------------------------------
$ 2,350,000       Allegheny County, PA HDA, (Series 1988A) Weekly VRDNs
                  (Allegheny Hospital)/(PNC Bank, N.A. LOC)                  VMIG1      $  2,350,000
                  ------------------------------------------------------
  1,000,000       Allegheny County, PA IDA, (Series 1991) Weekly VRDNs
                  (Mine Safety Appliances Co.)/(Sanwa Bank Ltd, Osaka
                  LOC)                                                        P-1          1,000,000
                  ------------------------------------------------------
  1,500,000       Allegheny County, PA, IDA, (Series 1991B) Weekly VRDNs
                  (Shandon, Inc.)/(PNC Bank, N.A. LOC)                        P-1          1,500,000
                  ------------------------------------------------------
  6,500,000       Allegheny County, PA IDA, 4.75% CP (Duquesne Light
                  Power Co.)/(Barclays Bank PLC, London LOC), Mandatory
                  Tender 12/7/1995                                            A-1+         6,500,000
                  ------------------------------------------------------
  4,975,000       Allegheny County, PA IDA, Adjustable Rate Commercial
                  Development Revenue Bonds (Series 1992) Weekly VRDNs
                  (Eleven Parkway Center Associates)/(Integra Bank,
                  Pittsburgh LOC)                                             A-1          4,975,000
                  ------------------------------------------------------
  5,000,000       Allegheny County, PA IDA, PCR (Series 1992A), 3.75%
                  TOBs (Duquesne Light Power Co.)/(Canadian Imperial
                  Bank of Commerce, Toronto LOC), Optional Tender
                  11/30/1995                                                  P-1          5,000,000
                  ------------------------------------------------------
  3,000,000       Beaver County, PA IDA, PCR Refunding Bonds (1992
                  Series-E), 3.85% CP (Toledo Edison Co.)/(Toronto-
                  Dominion Bank LOC), Mandatory Tender 3/6/1996                A1          3,000,000
                  ------------------------------------------------------
  1,260,000       Berks County, PA IDA Weekly VRDNs (ADC Quaker Maid
                  Meats)/(Meridian Bank, Reading, PA LOC)                    VMIG1         1,260,000
                  ------------------------------------------------------
  1,580,000       Berks County, PA IDA Weekly VRDNs (Beacon Container)/
                  (Corestates Bank N.A., Philadelphia, PA LOC)                P-1          1,580,000
                  ------------------------------------------------------
  2,000,000       Berks County, PA IDA, (Series 1988) Weekly VRDNs
                  (Arrow Electronics, Inc.)/(Corestates Bank N.A.,
                  Philadelphia, PA LOC)                                       P-1          2,000,000
                  ------------------------------------------------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                  CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$ 2,000,000       Berks County, PA IDA, Variable Rate Demand/Fixed Rate
                  Mfg Facilities Revenue Bonds (Series 1995) Weekly
                  VRDNs (Grafika Commercial Printing, Inc.)/(Meridian
                  Bank, Reading, PA LOC)                                      P-1       $  2,000,000
                  ------------------------------------------------------
  2,000,000       Berks County, PA, (Series 1995), 5.20% TRANs,
                  12/31/1995                                                 NR(3)         2,000,000
                  ------------------------------------------------------
  2,445,000       Bucks County, PA IDA Weekly VRDNs (Double H Plastics,
                  Inc.)/(Meridian Bank, Reading, PA LOC)                     VMIG1         2,445,000
                  ------------------------------------------------------
  2,960,000       Bucks County, PA IDA Weekly VRDNs (Pennsylvania
                  Associates)/(Meridian Bank, Reading, PA LOC)                P-1          2,960,000
                  ------------------------------------------------------
  5,090,000       Bucks County, PA IDA, (Series 1991) Weekly VRDNs
                  (Cabot Medical Corp.)/(Meridian Bank, Reading, PA LOC)     VMIG1         5,090,000
                  ------------------------------------------------------
  4,000,000       Butler County, PA IDA Weekly VRDNs (Mine Safety
                  Appliances Co.)/(Sanwa Bank Ltd, Osaka LOC)                 P-1          4,000,000
                  ------------------------------------------------------
  1,000,000       Butler County, PA IDA, (Series 1992B) Weekly VRDNs
                  (Mine Safety Appliances Co.)/(Sanwa Bank Ltd, Osaka
                  LOC)                                                        P-1          1,000,000
                  ------------------------------------------------------
  2,435,000       Butler County, PA IDA, Variable Rate IDRB (Series
                  1994) Weekly VRDNs (Lue-Rich Holding Company, Inc.
                  Project)/(ABN AMRO Bank N.V., Amsterdam LOC)                A-1+         2,435,000
                  ------------------------------------------------------
    700,000       Cambria County, PA IDA Weekly VRDNs (Cambria
                  Cogeneration)/(Fuji Bank, Ltd., Tokyo LOC)                  A-1            700,000
                  ------------------------------------------------------
  1,900,000       Carbon County, PA IDA Weekly VRDNs (Summit Management
                  & Utilities, Inc.)/(PNC Bank, N.A. LOC)                     A-1          1,900,000
                  ------------------------------------------------------
  5,000,000       Carbon County, PA IDA, 3.90% CP (Panther Creek)/
                  (National Westminster Bank, PLC, London LOC),
                  Mandatory Tender 1/18/1996                                  A-1+         5,000,000
                  ------------------------------------------------------
  2,620,000       Carbon County, PA IDA, Resource Recovery Bonds, 3.80%
                  CP (Panther Creek)/(National Westminster Bank, PLC,
                  London LOC), Mandatory Tender 11/17/1995                    A-1+         2,620,000
                  ------------------------------------------------------
  6,825,000       Carbon County, PA IDA, Resource Recovery Bonds, 3.85%
                  CP (Panther Creek)/(National Westminster Bank, PLC,
                  London LOC), Mandatory Tender 1/25/1996                     A-1+         6,825,000
                  ------------------------------------------------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$ 1,545,000       Carbon County, PA IDA, Resource Recovery Bonds, 3.90%
                  CP (Panther Creek)/(National Westminster Bank, PLC,
                  London LOC), Mandatory Tender 1/16/1996                     A-1+      $  1,545,000
                  ------------------------------------------------------
  5,000,000       Carbon County, PA IDA, Solid Waste Disposal Revenue
                  Notes (Series 1995A), 4.00% RANs (Horsehead Resource
                  Development, Inc.)/(Chemical Bank, New York LOC),
                  12/1/1995                                                   P-1          5,000,000
                  ------------------------------------------------------
  7,300,000       Clearfield County, PA IDA Weekly VRDNs (Penn Traffic
                  Co.)/(ABN AMRO Bank N.V., Amsterdam LOC)                    P-1          7,300,000
                  ------------------------------------------------------
  3,305,000       Clinton County, PA Municipal Authority, (Series A)
                  Weekly VRDNs (Lock Haven Hospital)/(Mellon Bank NA,
                  Pittsburgh LOC)                                             P-1          3,305,000
                  ------------------------------------------------------
  3,000,000       Clinton County, PA, IDA Weekly VRDNs (Armstrong World
                  Industries, Inc.)/(Mellon Bank NA, Pittsburgh LOC)          P-1          3,000,000
                  ------------------------------------------------------
 17,000,000       Commonwealth of Pennsylvania, (First Series of
                  1995-1996), 4.50% TANs, 6/28/1996                          SP-1+        17,079,453
                  ------------------------------------------------------
  1,600,000       Cumberland County, PA IDA, Variable Rate Demand/ Fixed
                  Industrial Development Bonds (Series 1994) Weekly
                  VRDNs (Lane Enterprises, Inc. Project)/(Meridian Bank,
                  Reading, PA LOC)                                            P-1          1,600,000
                  ------------------------------------------------------
  3,900,000       East Hempfield Township, PA IDA, (Series 1985) Weekly
                  VRDNs (Yellow Freight System)/(Wachovia Bank of NC,
                  NA, Winston-Salem LOC)                                      A-1          3,900,000
                  ------------------------------------------------------
  7,300,000       Erie County, PA Hospital Authority Weekly VRDNs (St.
                  Vincent Health System)/(Fuji Bank, Ltd., Tokyo LOC)         A-1          7,300,000
                  ------------------------------------------------------
    500,000       Erie County, PA IDA Weekly VRDNs (P.H.B. Project)/
                  (PNC Bank, N.A. LOC)                                        P-1            500,000
                  ------------------------------------------------------
    425,000       Erie County, PA IDA, (Series 1985) Weekly VRDNs (R.
                  P-C Value, Inc.)/(PNC Bank, N.A. LOC)                       P-1            425,000
                  ------------------------------------------------------
    600,000       Erie County, PA IDA, (Series B) Weekly VRDNs (P.H.B.
                  Project)/(PNC Bank, N.A. LOC)                               P-1            600,000
                  ------------------------------------------------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$ 1,665,000       Erie County, PA IDA, Multi Mode Revenue Refunding
                  Bonds Weekly VRDNs (Corry Manor, Inc.)/(PNC Bank, N.A.
                  LOC)                                                        A-1       $  1,665,000
                  ------------------------------------------------------
    500,000       Forest County, PA IDA Weekly VRDNs (Industrial Timber
                  & Land Co.)/(National City Bank, Cleveland, OH LOC)         P-1            500,000
                  ------------------------------------------------------
  1,280,000       Forest County, PA IDA Weekly VRDNs (Marienville Health
                  Care Facility)/(PNC Bank, N.A. LOC)                         P-1          1,280,000
                  ------------------------------------------------------
  1,800,000       Franklin County, PA IDA Weekly VRDNs (The Guarriello
                  Limited Partnership)/(PNC Bank, N.A. LOC)                   P-1          1,800,000
                  ------------------------------------------------------
  2,800,000       Lackawanna County, PA IDA, (Series 1992) Weekly VRDNs
                  (Hem Project)/(Corestates Bank N.A., Philadelphia, PA
                  LOC)                                                        P-1          2,800,000
                  ------------------------------------------------------
  2,350,000       Lancaster, PA Higher Education Authority, College
                  Revenue Bonds (Series 1995) Weekly VRDNs (Franklin and
                  Marshall College Project)                                  VMIG1         2,350,000
                  ------------------------------------------------------
  2,356,092       Lawrence County, PA IDA, (Series 1989A) Weekly VRDNs
                  (Ellwood Uddeholm Steel Co.)/(Society National Bank,
                  Cleveland, OH LOC)                                          P-1          2,356,092
                  ------------------------------------------------------
  3,100,000       Lehigh County, PA IDA, (Series 1989A) Weekly VRDNs
                  (Hershey Pizza Co., Inc.)/(PNC Bank, N.A. LOC)              A-1          3,100,000
                  ------------------------------------------------------
  1,000,000       Lehigh County, PA, General Purpose Authority Revenue
                  Bonds (Series 1990) Weekly VRDNs (Phoebe Terrace,
                  Inc.)/(Meridian Bank, Reading, PA LOC)                      P-1          1,000,000
                  ------------------------------------------------------
  3,300,000       Lehigh County, PA, IDA Weekly VRDNs (Cedar Crest
                  College)/(PNC Bank, N.A. LOC)                               A-1          3,300,000
                  ------------------------------------------------------
  1,005,000       McKean County, PA IDA, Multi-Mode Revenue Refunding
                  Bonds Weekly VRDNs (Bradford Manor, Inc.)/(PNC Bank,
                  N.A. LOC)                                                   A-1          1,005,000
                  ------------------------------------------------------
  3,300,000       Monroe County, PA IDA, PCR Weekly VRDNs (Cooper
                  Industries, Inc.)/(Sanwa Bank Ltd, Osaka LOC)               A-1          3,300,000
                  ------------------------------------------------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
<C>          <C>  <S>                                                      <C>          <C>
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$ 2,600,000       Montgomery County, PA IDA, (Series 1984) Weekly VRDNs
                  (General Signal Corp.)/(Morgan Guaranty Trust Co., New
                  York LOC)                                                   P-1       $  2,600,000
                  ------------------------------------------------------
</TABLE>




PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$ 3,500,000       Montgomery County, PA IDA, (Series 1984) Weekly VRDNs
                  (Seton Co.)/(Banque Paribas, Paris LOC)                     A-1       $  3,500,000
                  ------------------------------------------------------
  1,300,000       Montgomery County, PA IDA, (Series 1992) Weekly VRDNs
                  (RJI Limited Partnership)/(Meridian Bank, Reading, PA
                  LOC)                                                       VMIG1         1,300,000
                  ------------------------------------------------------
  2,800,000       Montgomery County, PA IDA, (Series 84) Weekly VRDNs
                  (Thomas & Betts Corp.)/(Wachovia Bank of NC, NA,
                  Winston-Salem LOC)                                          P-1          2,800,000
                  ------------------------------------------------------
  6,980,000       Montgomery County, PA IDA, Commercial Development
                  Revenue Bonds (Series 1992) Weekly VRDNs (Hickory
                  Pointe Project)/(First Fidelity Bank, NA, New Jersey
                  LOC)                                                        P-1          6,980,000
                  ------------------------------------------------------
  5,075,000       Moon Township, PA IDA Weekly VRDNs (Airport Hotel
                  Associates)/(ABN AMRO Bank N.V., Amsterdam LOC)             A-1+         5,075,000
                  ------------------------------------------------------
  5,000,000       North Lebanon Township, PA, Municipal Authority
                  Mortgage Weekly VRDNs (Grace Community, Inc.)/
                  (Meridian Bank, Reading, PA LOC)                           VMIG1         5,000,000
                  ------------------------------------------------------
  9,000,000       Northampton County, PA IDA, 3.85% CP (Citizens
                  Utilities Co.), Mandatory Tender 11/9/1995                  A-1+         9,000,000
                  ------------------------------------------------------
  2,000,000       Northampton County, PA IDA, 3.90% CP (Citizens
                  Utilities Co.), Mandatory Tender 12/14/1995                 A-1+         2,000,000
                  ------------------------------------------------------
  1,590,000       Northumberland County PA IDA, Variable Rate Demand/
                  Fixed Rate Revenue Bonds (Series A of 1995) Weekly
                  VRDNs (Furman Farms, Inc. Project)/(Meridian Bank,
                  Reading, PA LOC)                                            P-1          1,590,000
                  ------------------------------------------------------
  1,875,000       Pennsylvania Education Development Authority Weekly
                  VRDNs (Cyrogenics, Inc.)/(PNC Bank, N.A. LOC)               A-1          1,875,000
                  ------------------------------------------------------
  3,300,000       Pennsylvania Education Development Authority Weekly
                  VRDNs (Industrial Scientific Corp.)/(Mellon Bank NA,
                  Pittsburgh LOC)                                             P-1          3,300,000
                  ------------------------------------------------------
    750,000       Pennsylvania Education Development Authority Weekly
                  VRDNs (Pioneer Fluid)/(PNC Bank, N.A. LOC)                  A-1            750,000
                  ------------------------------------------------------
</TABLE>




PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
<C>          <C>  <S>                                                      <C>          <C>
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$   675,000       Pennsylvania Education Development Authority Weekly
                  VRDNs (RMF Associates)/(PNC Bank, N.A. LOC)                 P-1       $    675,000
                  ------------------------------------------------------
</TABLE>




PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$   900,000       Pennsylvania Education Development Authority Weekly
                  VRDNs (Reace Associates)/(PNC Bank, N.A. LOC)               A-1       $    900,000
                  ------------------------------------------------------
  4,400,000       Pennsylvania Education Development Authority Weekly
                  VRDNs (Walnut And Craig)/(PNC Bank, N.A. LOC)               P-1          4,400,000
                  ------------------------------------------------------
    500,000       Pennsylvania Education Development Authority, (Series
                  B) Weekly VRDNs (Payne Printing Co.)/ (PNC Bank, N.A.
                  LOC)                                                        A-1            500,000
                  ------------------------------------------------------
  1,300,000       Pennsylvania Education Development Authority, Revenue
                  Bonds (Series G4) Weekly VRDNs (Metamora Products)/
                  (PNC Bank, N.A. LOC)                                        A-1          1,300,000
                  ------------------------------------------------------
    325,000       Pennsylvania Education Development Authority, Revenue
                  Bonds Weekly VRDNs (DDI Pharmaceuticals, Inc.)/ (PNC
                  Bank, N.A. LOC)                                             A-1            325,000
                  ------------------------------------------------------
    625,000       Pennsylvania Education Development Authority, Revenue
                  Bonds Weekly VRDNs (RAM Forest Products)/ (PNC Bank,
                  N.A. LOC)                                                   A-1            625,000
                  ------------------------------------------------------
  6,915,000       Pennsylvania Housing Finance Authority, 3.90% TOBs
                  (First National Bank of Chicago LIQ), Optional Tender
                  4/1/1996                                                   NR(2)         6,915,000
                  ------------------------------------------------------
    980,000       Pennsylvania Housing Finance Authority, Section 8
                  Assisted Residential Development Refunding Bonds
                  (Series 1992A) Weekly VRDNs (CGIC INS)/(Citibank NA,
                  New York LIQ)                                              NR(1)           980,000
                  ------------------------------------------------------
  2,420,000       Pennsylvania Housing Finance Authority, Tender Option
                  Bonds/Single Family Housing (Series O), 4.875% TOBs
                  (Meridian Bank, Reading, PA LIQ), Optional Tender
                  4/1/1996                                                   NR(2)         2,420,000
                  ------------------------------------------------------
  3,190,000       Pennsylvania State Higher Education Assistance Agency,
                  4.50% TOBs (Carnegie-Mellon University), Optional
                  Tender 5/1/1996                                             A-1          3,190,000
                  ------------------------------------------------------
  9,405,000       Pennsylvania State Higher Education Facilities
                  Authority, 4.20% TOBs (Carnegie-Mellon University),
                  Optional Tender 11/1/1995                                   A-1          9,405,000
                  ------------------------------------------------------
</TABLE>




PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$ 1,945,000       Pennsylvania State Higher Education Facilities
                  Authority, College & University Revenues/Drexel
                  University, 7.70% Bonds (United States Treasury PRF),
                  11/1/1995 (@102)                                            Aaa       $  1,983,900
                  ------------------------------------------------------
  3,100,000       Pennsylvania State University, Series 1995 Notes,
                  5.25% BANs, 4/5/1996                                        MIG1         3,110,758
                  ------------------------------------------------------
  9,000,000       Philadelphia Redevelopment Authority, Multi-Family
                  Revenue Bonds (Series 1985) Weekly VRDNs (Franklin
                  Town Towers)/(Marine Midland Bank N.A., Buffalo, NY
                  LOC)                                                        P-2          9,000,000
                  ------------------------------------------------------
  7,440,000       Philadelphia, PA IDA, (Series 93) Weekly VRDNs
                  (Sackett Development)/(Mellon Bank NA, Pittsburgh LOC)       A1          7,440,000
                  ------------------------------------------------------
  7,000,000       Philadelphia, PA IDA, 4.25% TOBs (Suite Hotel)/(First
                  National Bank of Boston, MA LOC), Optional Tender
                  6/1/1996                                                    P-1          7,000,000
                  ------------------------------------------------------
  3,700,000       Philadelphia, PA IDA, Commercial Development Revenue
                  Bonds (Series A), 4.00% TOBs (Economy Inn)/ (First
                  National Bank of Boston, MA LOC), Optional Tender
                  7/1/1996                                                    P-1          3,700,000
                  ------------------------------------------------------
  1,700,000       Philadelphia, PA IDA, Commercial Development Revenue
                  Bonds (Series B), 4.00% TOBs (Economy Inn)/(First
                  National Bank of Boston, MA LOC), Optional Tender
                  7/1/1996                                                    A-2          1,700,000
                  ------------------------------------------------------
  5,500,000       Philadelphia, PA, (Series A), 4.50% TRANs, 6/27/1996        SP-1         5,517,306
                  ------------------------------------------------------
  4,000,000       Philadelphia, PA, GO (Series 1990), 3.85% CP (Fuji
                  Bank, Ltd., Tokyo LOC), Mandatory Tender 11/16/1995        VMIG1         4,000,000
                  ------------------------------------------------------
  4,010,000       Philadelphia, PA, GO (Series 1990), 4.00% CP (Fuji
                  Bank, Ltd., Tokyo LOC), Mandatory Tender 11/6/1995          Aa3          4,010,000
                  ------------------------------------------------------
  5,000,000       Port Authority of Allegheny County, PA, (Series
                  1995A), 3.875% GANs (PNC Bank, N.A. LOC), 6/28/1996        NR(3)         5,000,000
                  ------------------------------------------------------
  2,320,000       Sayre, PA, Health Care Facilities Authority Weekly
                  VRDNs (VHA of Pennsylvania)/(AMBAC INS)/(First
                  National Bank of Chicago LIQ)                               A-1          2,320,000
                  ------------------------------------------------------
</TABLE>



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PENNSYLVANIA--CONTINUED
                  ------------------------------------------------------
$ 4,000,000       Temple University, Commonwealth System of Higher
                  Education University Funding Obligations (Series
                  1995), 5.00% BANs, 5/22/1996                               SP-1+      $  4,014,883
                  ------------------------------------------------------
  3,824,000       Upper Darby School District, PA, 4.13% TRANs,
                  6/28/1996                                                  NR(3)         3,825,432
                  ------------------------------------------------------
  1,550,000       Venango, PA IDA, (Series A), 3.95% CP (Scrubgrass
                  Power Corp.)/(National Westminster Bank, PLC, London
                  LOC), Mandatory Tender 1/10/1996                            A-1+         1,550,000
                  ------------------------------------------------------
  4,000,000       Venango, PA IDA, Resource Recovery Bonds
                  (Series 1993), 3.80% CP (Scrubgrass Power Corp.)/
                  (National Westminster Bank, PLC, London LOC),
                  Mandatory Tender 11/13/1995                                 A-1+         4,000,000
                  ------------------------------------------------------
  2,100,000       Venango, PA IDA, Resource Recovery Bonds
                  (Series 1993), 3.95% CP (Scrubgrass Power Corp.)/
                  (National Westminster Bank, PLC, London LOC),
                  Mandatory Tender 1/26/1996                                  A-1+         2,100,000
                  ------------------------------------------------------
    870,000       Washington County, PA Hospital Authority, (Series
                  1990) Weekly VRDNs (Mac Plastics, Inc.)/(National City
                  Bank, Cleveland, OH LOC)                                     AA            870,000
                  ------------------------------------------------------
  5,700,000       Washington County, PA Municipal Authority Facilities,
                  (Series 1985A) Weekly VRDNs (1985-A Pooled Equipment
                  Lease Program)/(Sanwa Bank Ltd, Osaka LOC)                 VMIG1         5,700,000
                  ------------------------------------------------------
  1,350,000       Washington County, PA, IDA (Series 1988) Weekly VRDNs
                  (Coca-Cola Co.)/(Mellon Bank NA, Pittsburgh LOC)            P-1          1,350,000
                  ------------------------------------------------------
  1,100,000       West Cornwall Township, PA Municipal Authority,
                  Revenue Bonds (Series 1995) Weekly VRDNs (Lebanon
                  Valley Brethern Home Project (PA))/(Meridian Bank,
                  Reading, PA LOC)                                            P-1          1,100,000
                  ------------------------------------------------------
  1,418,000       West York Area School District, PA, Tax & Revenue
                  Anticipation Notes (Series 1995), 4.26% TRANs,
                  6/28/1996                                                  NR(3)         1,418,711
                  ------------------------------------------------------
  2,588,850       Woodland Hills School District, PA, 4.21% TRANs,
                  6/28/1996                                                    NR          2,589,819
                  ------------------------------------------------------                ------------
                  Total                                                                  304,856,354
                  ------------------------------------------------------                ------------
</TABLE>




PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                   CREDIT
  AMOUNT                                                                    RATING*        VALUE
- -----------       ------------------------------------------------------   ----------   ------------
<C>          <C>  <S>                                                      <C>          <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                  PUERTO RICO--0.2%
                  ------------------------------------------------------
$   600,000       Puerto Rico Government Development Bank Weekly VRDNs
                  (Credit Suisse, Zurich LOC)                                 A-1+      $    600,000
                  ------------------------------------------------------                ------------
                  TOTAL INVESTMENTS, AT AMORTIZED COST(A)                               $305,456,354
                  ------------------------------------------------------                ------------
</TABLE>


Securities that are subject to the Alternative Minimum Tax represent 56.5% of
the portfolio as calculated based upon total portfolio market value.

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

(a) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($307,191,765) at October 31, 1995.



PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronym(s) are used throughout this portfolio:
<TABLE>
<S>    <C>
AMBAC  -- American Municipal Bond Assurance Corporation
BANs   -- Bond Anticipation Notes
CGIC   -- Capital Guaranty Insurance Corporation
CP     -- Commercial Paper
GANs   -- Grant Anticipation Notes
GO     -- General Obligation
HDA    -- Hospital Development Authority
IDA    -- Industrial Development Authority
IDRB   -- Industrial Development Revenue Bond
INS    -- Insured
LIQ    -- Liquidity Agreement
LOC    -- Letter of Credit
PCR    -- Pollution Control Revenue
PLC    -- Public Limited Company
PRF    -- Prerefunded
RANs   -- Revenue Anticipation Notes
TANs   -- Tax Anticipation Notes
TOBs   -- Tender Option Bonds
TRANs  -- Tax and Revenue Anticipation Notes
VHA    -- Veterans Housing Administration
VRDNs  -- Variable Rate Demand Notes
</TABLE>


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


PENNSYLVANIA MUNICIPAL CASH TRUST

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                    <C>         <C>
ASSETS:
- -------------------------------------------------------------------------------
Investments in securities, at amortized cost and value                             $305,456,354
- -------------------------------------------------------------------------------
Cash                                                                                    302,320
- -------------------------------------------------------------------------------
Income receivable                                                                     2,170,862
- -------------------------------------------------------------------------------
Receivable for shares sold                                                                2,272
- -------------------------------------------------------------------------------    ------------
     Total assets                                                                   307,931,808
- -------------------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------------------
Payable for shares redeemed                                               1,505
- --------------------------------------------------------------------
Income distribution payable                                             634,420
- --------------------------------------------------------------------
Accrued expenses                                                        104,118
- --------------------------------------------------------------------   --------
     Total liabilities                                                                  740,043
- -------------------------------------------------------------------------------    ------------
NET ASSETS for 307,191,765 shares outstanding                                      $307,191,765
- -------------------------------------------------------------------------------    ------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- -------------------------------------------------------------------------------
INSTITUTIONAL SERVICE SHARES:
- -------------------------------------------------------------------------------
$276,407,484 / 276,407,484 shares outstanding                                             $1.00
- -------------------------------------------------------------------------------    ------------
CASH SERIES SHARES:
- -------------------------------------------------------------------------------
$28,255,264 / 28,255,264 shares outstanding                                               $1.00
- -------------------------------------------------------------------------------    ------------
INSTITUTIONAL SHARES:
- -------------------------------------------------------------------------------
$2,529,017 / 2,529,017 shares outstanding                                                 $1.00
- -------------------------------------------------------------------------------    ------------
</TABLE>


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


PENNSYLVANIA MUNICIPAL CASH TRUST

STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                           <C>            <C>             <C>
INVESTMENT INCOME:
- ---------------------------------------------------------------------------------------
Interest                                                                                     $11,660,838
- ---------------------------------------------------------------------------------------
EXPENSES:
- ---------------------------------------------------------------------------------------
Investment advisory fee                                                      $1,445,400
- -----------------------------------------------------------------------
Administrative personnel and services fee                                       218,834
- -----------------------------------------------------------------------
Custodian fees                                                                   54,452
- -----------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                         51,317
- -----------------------------------------------------------------------
Directors'/Trustees' fees                                                         1,626
- -----------------------------------------------------------------------
Auditing fees                                                                    14,983
- -----------------------------------------------------------------------
Legal fees                                                                        3,910
- -----------------------------------------------------------------------
Portfolio accounting fees                                                        67,074
- -----------------------------------------------------------------------
Distribution services fee--Cash Series Shares                                    96,501
- -----------------------------------------------------------------------
Shareholder services fee--Institutional Service Shares                          661,792
- -----------------------------------------------------------------------
Shareholder services fee--Cash Series Shares                                     60,313
- -----------------------------------------------------------------------
Shareholder services fee--Institutional Shares                                      596
- -----------------------------------------------------------------------
Share registration costs                                                         42,662
- -----------------------------------------------------------------------
Printing and postage                                                             15,292
- -----------------------------------------------------------------------
Insurance premiums                                                                6,469
- -----------------------------------------------------------------------
Miscellaneous                                                                     5,970
- -----------------------------------------------------------------------      ----------
    Total expenses                                                            2,747,191
- -----------------------------------------------------------------------
Waivers--
- -----------------------------------------------------------------------
  Waiver of investment advisory fee                           $(222,841)
- -----------------------------------------------------------
  Waiver of distribution services fee--Cash Series Shares       (44,624)
- -----------------------------------------------------------
  Waiver of shareholder services fee--Institutional Service
  Shares                                                       (496,060)
- -----------------------------------------------------------
  Waiver of shareholder services fee--Cash Series Shares         (1,766)
- -----------------------------------------------------------
  Waiver of shareholder services fee--Institutional Shares         (596)
- -----------------------------------------------------------   ---------
    Total waivers                                                              (765,887)
- -----------------------------------------------------------------------      ----------
         Net expenses                                                                          1,981,304
- ---------------------------------------------------------------------------------------      -----------
              Net investment income                                                          $ 9,679,534
- ---------------------------------------------------------------------------------------      -----------
</TABLE>


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


PENNSYLVANIA MUNICIPAL CASH TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    YEAR ENDED OCTOBER 31,
                                                                -------------------------------
                                                                    1995              1994
                                                                -------------     -------------
<S>                                                             <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
- -------------------------------------------------------------
OPERATIONS--
- -------------------------------------------------------------
Net investment income                                           $   9,679,534     $   6,997,846
- -------------------------------------------------------------   -------------     -------------
DISTRIBUTIONS TO SHAREHOLDERS--
- -------------------------------------------------------------
Distributions from net investment income
- -------------------------------------------------------------
  Institutional Service Shares                                     (8,951,830)       (6,625,711)
- -------------------------------------------------------------
  Cash Series Shares                                                 (718,640)         (372,135)
- -------------------------------------------------------------
  Institutional Shares                                                 (9,064)                0
- -------------------------------------------------------------   -------------     -------------
     Change in net assets resulting from distributions to
     shareholders                                                  (9,679,534)       (6,997,846)
- -------------------------------------------------------------   -------------     -------------
SHARE TRANSACTIONS--
- -------------------------------------------------------------
Proceeds from sale of shares                                    1,028,950,579       800,515,592
- -------------------------------------------------------------
Net asset value of shares issued to shareholders in payment
  of distributions declared                                         2,339,163         1,321,124
- -------------------------------------------------------------
Cost of shares redeemed                                          (971,610,388)     (891,403,705)
- -------------------------------------------------------------   -------------     -------------
     Change in net assets resulting from share transactions        59,679,354       (89,566,989)
- -------------------------------------------------------------   -------------     -------------
          Change in net assets                                     59,679,354       (89,566,989)
- -------------------------------------------------------------
NET ASSETS:
- -------------------------------------------------------------
Beginning of period                                               247,512,411       337,079,400
- -------------------------------------------------------------   -------------     -------------
End of period                                                   $ 307,191,765     $ 247,512,411
- -------------------------------------------------------------   -------------     -------------
</TABLE>


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


PENNSYLVANIA MUNICIPAL CASH TRUST

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
(1) ORGANIZATION

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

(2) SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

     CONCENTRATION OF CREDIT RISK--Since the Fund invests a substantial portion
     of its assets in issuers located in one state, it will be more susceptible
     to factors adversely affecting issuers of that state than would be a
     comparable tax-exempt mutual fund that invests nationally. In order to
     reduce the credit risk associated with such factors, at October 31, 1995,
     75.5% of the securities in the portfolio of investments are backed by
     letters of credit or bond insurance of various financial institutions and
     financial guaranty assurance agencies. The value of investments insured by
     or


PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

     supported (backed) by a letter of credit for any one institution or agency
     does not exceed 11.7% of total investments.
     OTHER--Investment transactions are accounted for on the trade date.

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At October 31, 1995, capital paid-in aggregated $307,191,765.

Transactions in shares were as follows:
<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                                                  -----------------------------
                 INSTITUTIONAL SERVICE SHARES                         1995             1994
- ---------------------------------------------------------------   ------------     ------------
<S>                                                               <C>              <C>
Shares sold                                                        940,400,092      749,671,233
- ---------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                           1,631,397          937,173
- ---------------------------------------------------------------
Shares redeemed                                                   (894,784,261)    (839,966,777)
- ---------------------------------------------------------------   ------------     ------------
  Net change resulting from Institutional Service share
  transactions                                                      47,247,228      (89,358,371)
- ---------------------------------------------------------------   ------------     ------------
</TABLE>

<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                                                  -----------------------------
                      CASH SERIES SHARES                              1995             1994
- ---------------------------------------------------------------   ------------     ------------
<S>                                                               <C>              <C>
Shares sold                                                         85,377,025       50,844,359
- ---------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                             705,513          383,951
- ---------------------------------------------------------------
Shares redeemed                                                    (76,179,429)     (51,436,928)
- ---------------------------------------------------------------   ------------     ------------
  Net change resulting from Cash Series share transactions           9,903,109         (208,618)
- ---------------------------------------------------------------   ------------     ------------
</TABLE>

<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                                                  -----------------------------
                     INSTITUTIONAL SHARES                           1995(A)            1994
- ---------------------------------------------------------------   ------------     ------------
<S>                                                               <C>              <C>
Shares sold                                                          3,173,462                0
- ---------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                               2,253                0
- ---------------------------------------------------------------
Shares redeemed                                                       (646,698)               0
- ---------------------------------------------------------------   ------------     ------------
  Net change resulting from Institutional share transactions         2,529,017                0
- ---------------------------------------------------------------   ------------     ------------
     Net change resulting from share transactions                   59,679,354      (89,566,989)
- ---------------------------------------------------------------   ------------     ------------
</TABLE>


(a) For the period from August 23, 1995 (date of initial public investment) to
October 31, 1995.

PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

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

ADMINISTRATIVE FEE--Federated Administrative Services, under the Administrative
Services Agreement, provides the Fund with administrative personnel and
services. This fee is based on the level of average aggregate daily net assets
of all funds advised by subsidiaries of Federated Investors for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

DISTRIBUTION SERVICES FEE--The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will
compensate Federated Securities Corp. ("FSC"), the principal distributor, from
the net assets of the Fund to finance activities intended to result in the sale
of the Fund's Cash Series shares. The Plan provides that the Fund may incur
distribution expenses up to .40 of 1% of the average daily net assets of the
Cash Series Shares, annually to compensate FSC.
The distributor may voluntarily choose to waive any portion of its fee. The
distributor can modify or terminate this voluntary waiver at any time at its
sole discretion.

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services ("FSS,") the Fund will pay FSS up to .25 of
1% of average daily net assets of the Fund for the period. This fee is to obtain
certain services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive a portion of its fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion. For the fiscal year
ended October 31, 1995, the Institutional Shares fully waived its shareholder
services fee.

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

PORTFOLIO ACCOUNTING FEES--FServ also maintains the Fund's accounting records
for which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.


PENNSYLVANIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

INTERFUND TRANSACTIONS--During the period ended October 31, 1995, the Fund
engaged in purchase and sale transactions with funds that have a common
investment adviser, common Directors/Trustees, and/or common Officers. These
transactions were made at current market value pursuant to Rule 17a-7 under the
Act amounting to $488,240,000 and $437,690,000 respectively.

GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors of the above companies.



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

To the Shareholders and Board of Trustees of

FEDERATED MUNICIPAL TRUST
(Pennsylvania Municipal Cash Trust):

We have audited the accompanying statement of assets and liabilities of
Pennsylvania Municipal Cash
Trust (an investment portfolio of Federated Municipal Trust, a Massachusetts
business trust), including the schedule of portfolio investments, as of October
31, 1995, the related statement of operations for the year then ended, and the
statement of changes in net assets for each of the two years in the period then
ended and the financial highlights (see pages 2, 15 and 16 of the prospectus)
for the periods presented. These financial statements and financial highlights
are the responsibility of the Trust's management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pennsylvania Municipal Cash Trust (an investment portfolio of Federated
Municipal Trust) as of October 31, 1995, the results of its operations for the
year then ended, and the changes in its net assets for each of the two years in
the period then ended and the financial highlights for the periods presented, in
conformity with generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
December 15, 1995


ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>             <C>                                                 <C>
Pennsylvania Municipal Cash Trust
                Institutional Shares                                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                               P.O. Box 8600
                Trust Company                                       Boston, MA 02266-8600
- -------------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                          P.O. Box 8600
                                                                    Boston, MA 02266-8600
- -------------------------------------------------------------------------------------------------------
Independent Public Accountants
                Arthur Andersen LLP                                 2100 One PPG Place
                                                                    Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------------------
</TABLE>



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

- --------------------------------------------------------------------------------
                                      PENNSYLVANIA MUNICIPAL
                                      CASH TRUST
                                      INSTITUTIONAL SHARES
                                      PROSPECTUS

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

                                      Prospectus dated December 31, 1995

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      CUSIP 314229717
      G00214-01-IS (12/95)
(LOGO)

                      PENNSYLVANIA MUNICIPAL CASH TRUST
                  (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
                              CASH SERIES SHARES
                             INSTITUTIONAL SHARES
                         INSTITUTIONAL SERVICE SHARES
                     STATEMENT OF ADDITIONAL INFORMATION
   This  Statement of Additional Information should be read with the
   prospectuses of Pennsylvania Municipal Cash Trust (the "Fund"), a portfolio
   of Federated Municipal Trust ( the "Trust") dated December 31, 1995. This
   Statement is not a prospectus.  You may request a copy of a prospectus or a
   paper copy of this Statement, if you have received it electronically, free
   of charge by calling 1-800-235-4669.

   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779

                        Statement dated December 31, 1995












           Federated Securities Corp.

           Distributor
           A subsidiary of FEDERATED INVESTORS



TABLE OF CONTENTS



INVESTMENT POLICIES              1

 ACCEPTABLE INVESTMENTS          1
 PARTICIPATION INTERESTS         1
 MUNICIPAL LEASES                1
 RATINGS                         1
 WHEN-ISSUED AND DELAYED DELIVERY
  TRANSACTIONS                   1
 REPURCHASE AGREEMENTS           2
 CREDIT ENHANCEMENT              2
PENNSYLVANIA INVESTMENT RISKS    2

INVESTMENT LIMITATIONS           2

FEDERATED MUNICIPAL TRUST MANAGEMENT
                                 6

 THE FUNDS                      10
 SHARE OWNERSHIP                11
 TRUSTEES COMPENSATION          12
 TRUSTEE LIABILITY              12
INVESTMENT ADVISORY SERVICES    13

 INVESTMENT ADVISER             13
 ADVISORY FEES                  13
BROKERAGE TRANSACTIONS          13

OTHER SERVICES                  14

 FUND ADMINISTRATION            14



 CUSTODIAN AND PORTFOLIO
  RECORDKEEPER                  14
 TRANSFER AGENT                 14
 INDEPENDENT PUBLIC ACCOUNTANTS 14



DISTRIBUTION PLAN AND
SHAREHOLDER SERVICES AGREEMENT  14

DETERMINING NET ASSET VALUE     15

REDEMPTION IN KIND              15

MASSACHUSETTS PARTNERSHIP LAW   15

THE FUND'S TAX STATUS           15

PERFORMANCE INFORMATION         15

 YIELD                          16
 EFFECTIVE YIELD                16
 TAX-EQUIVALENT YIELD           16
 TAX-EQUIVALENCY TABLE          17
 TOTAL RETURN                   17
 PERFORMANCE COMPARISONS        18
ABOUT FEDERATED INVESTORS       18

 MUTUAL FUND MARKET             18
 INSTITUTIONAL CLIENTS          18
 TRUST ORGANIZATIONS            18
 BROKER/DEALERS AND BANK
  BROKER/DEALER
  SUBSIDIARIES                  19
APPENDIX                        20



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 participation interests having a seven day demand feature, 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.
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, or 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."
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,
brokers/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.
CREDIT ENHANCEMENT
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.
PENNSYLVANIA INVESTMENT RISKS

The Fund invests in obligations of Pennsylvania (the "Commonwealth") issuers
which result in the Fund's performance being subject to risks associated with
the overall conditions present within the Commonwealth. The following
information is a brief summary of the prevailing economic conditions and
general summary of the Commonwealth's financial condition. This information is
based on official statements relating to securities that are believed to be
reliable but should not be considered as a complete description of all
relevant information.
Pennsylvania's fiscal operations have greatly improved since the $1.1 billion
deficit in 1991. The Commonwealth completed fiscal 1995 with a $540 million



surplus, a $204 million increase from the previous year.  Of the total 1995
surplus, $111 million  was transferred to the Tax Stablization Reserve Fund or
"Rainy Day" Fund and $429 million was applied to the fiscal 1996 budgets.  The
main themes of the 1996 operating budget are business tax cuts and controlled
social services spending.  In addition, the Governor's budget hopes to build
up Pennsylvania's "Rainy Day" Fund to as much as 3% of expenditures in coming
years.
Pennsylvania's economic base is mature but substantial.  However, the
Commonwealth's historical over-dependence upon manufacturing and mining
continues to leave it vulnerable to cyclical economic trends.  Recent data
shows improvement in employment diversification, however, employment growth
still lags the nation.  In addition, population growth, as in many industrial
states, has remained motionless.
The overall credit quality of the Commonwealth is further demonstrated by its
debt ratings. Pennsylvania maintains an A-1 rating by Moody's Investors
Service, Inc. that has been in effect since 1986. Standard & Poor's Ratings
Group rates the Commonwealth AA - ; this has remained since 1985.
The Fund's concentration in securities issued by the Commonwealth and its
political subdivisions provides a greater level of risk than a fund whose
assets are diversified across numerous states and municipal issuers. The
ability of the Commonwealth or its municipalities to meet their obligations
will depend on the availability of tax and other revenues; economic,
political, and demographic conditions within the Commonwealth; and the
underlying fiscal condition of the Commonwealth, its counties, and its
municipalities.



INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN
The Fund will not sell any securities short or purchase any securities on
margin but may obtain such short-term credits as are necessary for the
clearance of transactions.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Fund will not issue senior securities except that the Fund may borrow
money in amounts up to one-third of the value of its total assets, including
the amounts borrowed.
The Fund will not borrow money for investment leverage, but rather as a
temporary, extraordinary, or emergency measure or to facilitate management of
the portfolio by enabling the Fund to meet redemption requests when the
liquidation of portfolio securities is deemed to be inconvenient or
disadvantageous. The Fund will not purchase any securities while borrowings in
excess of 5% of its total assets are outstanding.
PLEDGING ASSETS
The Fund will not mortgage, pledge, or hypothecate any assets except to secure
permitted borrowings. In those cases, it may pledge assets having a market
value not exceeding the lesser of the dollar amounts borrowed or 15% of the
value of total assets at the time of the pledge.
DIVERSIFICATION OF INVESTMENTS
At the close of each quarter of each fiscal year, no more than 25% of the
Fund's total assets will be invested in the securities of a single issuer,
but, with regard to at least 50% of the Fund's total assets, no more than 5%
of the Fund's total assets are to be invested in securities of a single
issuer.



Under this limitation, each governmental subdivision, including states,
territories, possessions of the United States, or their political
subdivisions, agencies, authorities, instrumentalities, or similar entities,
will be considered a separate issuer if its assets and revenues are separate
from those of the government body creating it and the security is backed only
by its own assets and revenues.
Industrial development bonds backed only by the assets and revenues of a
nongovernmental issuer are considered to be issued solely by that issuer. If
in the case of an industrial development bond or government-issued security, a
governmental or other entity guarantees the security, such guarantee would be
considered a separate security issued by the guarantor, as well as the other
issuer, subject to limited exclusions allowed by the Investment Company Act of
1940.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets except that it may acquire publicly
or non publicly issued Pennsylvania municipal securities or temporary
investments or enter into repurchase agreements, in accordance with its
investment objective, policies and limitations.
INVESTING IN COMMODITIES
The Fund will not purchase or sell commodities, commodity contracts, or
commodity futures contracts.
INVESTING IN RESTRICTED SECURITIES
The Fund will not invest more than 10% of its net assets in securities subject
to restrictions on resale under the Securities Act of 1933.
INVESTING IN REAL ESTATE
The Fund will not purchase or sell real estate, although it may invest in
securities of issuers whose business involves the purchase or sale of real



estate or in securities which are secured by real estate or interests in real
estate.
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.
PORTFOLIO TRADING
The Fund will invest in securities for income earnings rather than trading for
profit.  The Fund will not vary its investments, except to: (i) eliminate
unsafe investments and investments not consistent with the preservation of the
capital or the tax status of the investments of the Fund;  (ii) honor
redemption orders, meet anticipated redemption requirements, and negate gains
from discount purchases; (iii) maintain a constant net asset value per unit
pursuant to, and in compliance with, an order or rule of the United States
Securities and Exchange Commission; (iv) reinvest the earnings from securities
in like securities; or (v) defray normal administrative expenses (the
"Pennsylvania Investment Restrictions").
CONCENTRATION OF INVESTMENTS
The Fund will not purchase securities if, as a result of such purchase, 25% or
more of the value of its total assets would be invested in any one industry or
in industrial development bonds or other securities, the interest upon which
is paid from revenues of similar types of projects. However, the Fund may
invest as temporary investments more than 25% of the value of its assets in
cash or cash items, securities issued or guaranteed by the U.S. government,
its agencies, or instrumentalities, or instruments secured by these money
market instruments, such as repurchase agreements.



The above 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 ILLIQUID SECURITIES
The Fund will not invest more than 10% of the value of its net assets in
illiquid securities, including repurchase agreements providing for settlement
in more than seven days after notice, and certain restricted 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 AND TRUSTEES OF
THE TRUST
The Fund will not purchase or retain the securities of any issuer if the
Officers and Trustees of the Trust or its investment adviser, owning
individually more than .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 did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present intent
to do so during the coming fiscal year.
REGULATORY COMPLIANCE
The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in the
prospectus and this 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. 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 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, birthdates, 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. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of
the Funds. Mr. Donahue is the father of J. Christopher Donahue, Executive 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.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of Pittsburgh;
Medical Director, University of Pittsburgh Medical Center - Downtown; Member,
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; Shareholder, Henny, Kochuba, 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.


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.


Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 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.




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


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, International Politics and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management Center;
Director, Trustee, or Managing General Partner of the Funds; President
Emeritus, University of Pittsburgh; founding Chairman, National Advisory
Council for Environmental Policy and Technology and Federal Emergency
Management Advisory Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.





J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research



Corp. and Federated Global 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  of the Company.


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


 Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.




David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors;
Controller, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.;  Senior Vice President,
Federated Shareholder Services; Vice President, Federated Administrative
Services; Treasurer of some of the Funds.





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



Trustee, Federated Shareholder Services; Director, Federated Securities Corp.;
Executive 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.
THE FUNDS
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 Government Money Trust; Blanchard Funds; Blanchard
Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated
ARMs Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated
GNMA Trust; Federated Government Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Term Municipal Trust;  Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated
Total Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 3-5 Years; Federated U.S. Government Securities Fund: 5-10 Years; 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; 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; 111 Corcoran Funds;
Peachtree Funds; The Planters Funds; RIMCO Monument Funds; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Targeted
Duration Trust; Tax-Free Instruments Trust; 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; World
Investment Series, Inc.


SHARE OWNERSHIP
Officers and Trustees own less than 1% of the Trust`s outstanding shares.
As of December 4, 1995, the following shareholder(s) of record owned 5% or
more of the outstanding Cash Series Shares of the Fund: BHC Securities, Inc.,
Philadelphia, Pennsylvania, owned approximately 7,058,388 shares (35.87%).
As of December 4, 1995, the following shareholder(s) of record owned 5% or
more of the outstanding Institutional Service Shares of the Fund: Meridian
Asset Management, Reading, Pennsylvania, owned approximately 30,035,618 shares
(10.07%); ACO, Pittsburgh, Pennsylvania, owned approximately 18,367,433 shares
(6.16%); Keystone Financial, Inc., Altoona, Pennsylvania, owned approximately
28,420,134 shares (9.53%); Keystone Financial Inc., Altoona, Pennsylvania,
owned approximately 28,420,134 shares (9.53%); Anderson & Co., Philadelphia,
Pennsylvania, owned approximately 60,494,809 shares (20.28%); Saxon & Co.,



Philadelphia, Pennsylvania, owned approximately 17,034,070 shares (5.71%); and
Mellon Bank Capital Markets, Pittsburgh, Pennsylvania, owned approximately
15,973,393 shares (5.35%).
As of December 4, 1995, the following shareholder(s) of record owned 5% or
more of the outstanding Institutional Shares of the Fund: B B Securities, Blue
Ball, Pennsylvania, Pennsylvania, owned approximately 1,486,153 shares
(33.30%); Dickey & Co., Somerset, Pennsylvania, owned approximately 1,036,220
shares (23.22%); Boht & Company, Hanover, Pennsylvania, owned approximately
849,086 shares (19.03%); Kish Bank Asset Management, Reedsville, Pennsylvania,
owned approximately 286,622 shares (6.42%); and Douglas J. and Carol S.
MacPhail, Jt Wros, Sewickley, Pennsylvania, owned approximately 323, 455
shares (7.25%).


TRUSTEES COMPENSATION


                  AGGREGATE
NAME ,          COMPENSATION
POSITION WITH       FROM          TOTAL COMPENSATION PAID
CORPORATION      CORPORATION*#      FROM FUND COMPLEX +


John F. Donahue, $0        $0 for the Fund and
Chairman and Director         68 other investment companies in the Fund
Complex
Thomas G. Bigley,$2,458    $20,688 for the Fund and
Director                   49 other investment companies in the Fund Complex
John T. Conroy,  $3,520    $117,202 for the Fund and



Director                   64 other investment companies in the Fund Complex
William J. Copeland,       $3,520  $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
James E. Dowd,   $3,520    $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.,   $3,266  $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.,   $3,520  $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
Peter E. Madden, $2,757    $90,563 for the Fund and
Director                   64 other investment companies in the Fund Complex
Gregor F. Meyer, $3,166    $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex
John E. Murray, Jr.,       $1,762  $0 for the Fund and
Director                   64 other investment companies in the Fund Complex
Wesley W. Posvar,$3,166    $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex
Marjorie P. Smuts,         $3,166  $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex


*Information is furnished for the fiscal year ended October 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of 15
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 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.
For the fiscal years ended October 31, 1995, 1994, and 1993, the adviser
earned $1,445,400, $1,617,472, and $1,740,351, respectively, of which
$222,841, $53,564, and $415,874, respectively, was voluntarily waived.
  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.
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. During the fiscal years ended October 31,
1995, 1994, and 1993, the Fund paid no brokerage commissions.
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.
OTHER SERVICES

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. Prior to March 1, 1994, Federated Administrative
Services, Inc., also a subsidiary of Federated Investors, served as the Fund's
Administrator. (For purposes of this Statement of Additional Information,



Federated Administrative Services and Federated Administrative Services, Inc.
may hereinafter collectively be referred to as the "Administrators".) For the
fiscal year ended October 31, 1995, the Administrators collectively earned
$218,834. For the fiscal years ended October 31, 1994 and 1993, Federated
Administrative Services, Inc. earned $274,571 and $338,801. 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.
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.
TRANSFER AGENT
As transfer agent, Federated Services Company  maintains all necessary
shareholder records. For its services, the transfer agent receives a fee based
on size, type, and number of accounts and transactions made by shareholders.
INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for the Fund are Arthur Andersen  LLP,
Pittsburgh, PA.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES AGREEMENT

With respect to Cash Series Shares, the Fund had adopted a Distribution Plan
pursuant to Rule 12b-1 which was promulgated by the Securities and Exchange
Commission pursuant to the Investment Company Act of 1940. Additionally, the
Fund has adopted a Shareholder Service Agreement with respect to Cash Series
Shares, Institutional Shares, and Institutional Service Shares.



These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services, to stimulate distribution
activities and to cause services to be provided to shareholders  by a
representative who has knowledge of the shareholder's particular circumstances
and goals.  These activities and services may include, but are not limited to,
marketing efforts; providing office space, equipment, telephone facilities,
and various clerical, supervisory, computer, and other personnel as necessary
or beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client inquiries; and
assisting clients in changing dividend options, account designations, and
addresses.
By adopting the Distribution Plan, the Trustees expect Cash Series Shares will
be able to achieve a more predictable flow of cash for investment purposes and
to meet redemptions.  This will facilitate more efficient portfolio management
and assist the Fund in pursuing its investment objectives.  By identifying
potential investors whose needs are served by the Fund's objectives, and
properly servicing these accounts, it may be possible to curb sharp
fluctuations in rates of redemptions and sales.
Other benefits, which may be realized under either arrangement, may include:
(1) providing personal services to shareholders; (2) investing shareholder
assets with a minimum of delay and administrative detail; and (3) enhancing
shareholder recordkeeping systems; and (4) responding promptly to
shareholders' requests and inquiries concerning their accounts.
For the fiscal year ended October 31, 1995, Cash Series Shares made payments
in the amount of $96,501 pursuant to the Distribution Plan, of which $44,624
was voluntarily waived. In addition, for this period, Cash Series Shares paid



Shareholder Services fees in the amount of $60,313, of which $1,766 was
volutarily waived.
For the fiscal period ended October 31, 1995, Institutional Shares paid
Shareholder Services fees in the amount of $596      of which $596 was
voluntarily waived.
For the fiscal period ended October 31, 1995, Institutional Service Shares
paid Shareholder Services fees in the amount of $661,792, of which $496,060
was voluntarily waived.
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.
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.
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 Fund calculates its yield based upon the seven days ending on the day of
the calculation, called the "base period." This yield is computed by:
determining the net change in the value of a hypothetical account with a
balance of one share at the beginning of the base period, with the net change
excluding capital changes but including the value of any additional shares
purchased with dividends earned from the original one share and 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.
For the seven-day period ended October 31, 1995, the yields for Cash Series
Shares, Institutional Shares, and Institutional Service Shares were 3.00%,
3.60%, and 3.40%, respectively.
EFFECTIVE YIELD
The Fund calculates its effective yield 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.
For the seven-day period ended October 31, 1995, the effective yields for Cash
Series Shares, Institutional Shares, and Institutional Service Shares were
3.04%, 3.66%, and 3.46%, respectively.
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.



For the seven-day period ended October 31, 1995, the tax-equivalent yields for
Cash Series Shares, Institutional Shares, and Institutional Service Shares
were 4.99%, 5.96%,  and 5.63%, respectively.


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 PENNSYLVANIA

                  COMBINED FEDERAL AND STATE INCOME TAX BRACKET:

              17.80%   30.80%    33.80%     38.80%      42.40%


    JOINT       $1-  $39,001-   $94,251-   $143,601-     OVER
    RETURN    39,000  94,250    143,600     256,500    256,500

    SINGLE      $1-  $23,351-   $56,550-   $117,951-     OVER
    RETURN    23,350  56,550    117,950     256,500    $256,500

    TAX-EXEMPT
    YIELD                       TAXABLE YIELD EQUIVALENT




     1.50%     1.82%    2.17%     2.27%      2.45%       2.60%
     2.00%     2.43%    2.89%     3.02%      3.27%       3.47%
     2.50%     3.04%    3.61%     3.78%      4.08%       4.34%
     3.00%     3.65%    4.34%     4.53%      4.90%       5.21%
     3.50%     4.26%    5.06%     5.29%      5.27%       6.08%
     4.00%     4.87%    5.78%     6.04%      6.54%       6.94%
     4.50%     5.47%    6.50%     6.80%      7.35%       7.81%
     5.00%     6.08%    7.23%     7.55%      8.17%       8.68%
     5.50%     6.69%    7.95%     8.31%      8.99%       9.55%
     6.00%     7.30%    8.67%     9.06%      9.80%      10.42%

    NOTE: THE MAXIMUM MARGINAL TAX RATE FOR EACH BRACKET WAS USED IN
    CALCULATING THE TAXABLE YIELD EQUIVALENT. FURTHERMORE, ADDITIONAL STATE
    AND LOCAL TAXES PAID ON COMPARABLE TAXABLE INVESTMENTS WERE NOT USED TO
    INCREASE FEDERAL DEDUCTIONS.
The chart above is for illustrative purposes only. It is not an indicator of
past or future performance of the Fund.
*Some portion of the Fund's income may be subject to the federal alternative
minimum tax and state and local 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.
Cash Series Shares average annual total returns for the one-year period ended
October 31, 1995 and for the period from  January 25, 1991 (date of initial
public investment) through  October 31, 1995 were 3.02% and 2.67%,
respectively.
Institutional  Shares cumulative total return for the period from  August 23,
1995(date of initial public investment) through  October 31, 1995 was 1.03%.
Institutional Service Shares average annual total returns for the one-year
period ended October 31, 1995 and for the period from  November 21, 1989 (date
of initial public investment) through  October 31, 1995 were 3.44% and 3.56%,
respectively


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.
ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is reflected
in its investment decision making-structured, straightforward, and consistent.
This has resulted in a history of competitive performance with a range of
competitive investment products that have gained the confidence of thousands
of clients and their customers.
The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research.  Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund.  Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market funds,
a principal means used by money managers today to value money market fund
shares.  Other innovations include the first institutional tax-free money
market fund.  As of December 31, 1994, Federated Investors managed more than
$31 billion in assets across approximately 43 money market funds, including 17
government, 8 prime and 18 municipal with assets approximating $17 billion,
$7.4 billion and $6.6 billion, respectively.
J. Thomas Madden, Executive Vice President, oversees Federated Investors's
equity and high yield corporate bond management while William D. Dawson,



Executive Vice President, oversees Federated Investors's domestic fixed income
management.  Henry A. Frantzen, Executive Vice President, oversees the
management of Federated Investors's international portfolios.
MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $2 trillion to the more than 5,500 funds available.*
Federated Investors Investors, through its subsidiaries, distributes mutual
funds for a variety of investment applications.  Specific markets include:
INSTITUTIONAL CLIENTS
Federated Investors meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for a
variety of applications, including defined benefit and defined contribution
programs, cash management, and asset/liability management.  Institutional
clients include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial
advisors.  The marketing effort to these  institutional clients is headed by
John B. Fisher, President, Institutional Sales Division.
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations.  Virtually all of the trust divisions of the
top 100 bank holding companies use Federated Investors funds in their clients'
portfolios.  The marketing effort to trust clients is headed by Mark R.
Gensheimer, Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated Investors mutual funds are available to consumers through major
brokerage firms nationwide--including 200 New York Stock Exchange firms--
supported by more wholesalers than any other mutual fund distributor.  The



marketing effort to these firms is headed by James F. Getz, President,
Broker/Dealer Division.




*Source:  Investment Company Institute


APPENDIX


STANDARD & POOR'S RATINGS GROUP
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
A  Standard & Poor's Ratings Group  (S&P) note  rating reflects the liquidity
concerns and market access risks unique to notes.
SP-1      Very strong or strong capacity to pay principal and interest.  Those
   issues determined to possess overwhelming safety characteristics will be
   given a plus sign (+) designation.
SP-2      Satisfactory capacity to pay principal and interest.
VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
S&P assigns dual ratings to all long-term debt issues that have as part of
their provisions a variable rate demand feature.  The first rating (long-term
rating) addresses the likelihood of repayment of principal and interest when
due, and the second rating (short-term rating) describes the demand
characteristics.  Several examples are AAA/A-1+, AA/A-1+, A/A-1.  (The
definitions for the long-term and the short-term ratings are provided below.)
COMMERCIAL PAPER (CP) RATINGS



An  S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
A-1       This highest category indicates that the degree of safety regarding
   timely payment is strong. Those issues determined to possess extremely
   strong safety characteristics are denoted with a plus sign (+)
   designation.
A-2       Capacity for timely payment on issues with this designation is
   satisfactory.  However, the relative degree of safety is not as high as
   for issues designated A-1.
LONG-TERM DEBT RATINGS
AAA  Debt rated "AAA" has the highest rating assigned by S&P.  Capacity to pay
interest and   repay principal is extremely strong.
AA   Debt rate "AA" has a very strong capacity to pay interest and repay
principal and differs    from the highest    rated issues only in small
degree.
A  Debt rated "A" has a strong capacity to pay interest and repay principal
   although it is somewhat more susceptible to the adverse effects of changes
   in circumstances and economic conditions than debt in higher rated
   categories.
MOODY'S INVESTORS SERVICE, INC.
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
Moody's Investor Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG) (see below). The purpose of the MIG or
VMIG ratings is to provide investors with a simple system by which the
relative investment qualities of short-term obligations may be evaluated.
MIG1      This designation denotes best quality.  There is present strong
     protection by established cash flows, superior liquidity support or
     demonstrated broad based access to the market for refinancing.



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


VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
Short-term ratings on issues with demand features are differentiated by the
use of the VMIG symbol to reflect such characteristics as payment upon
periodic demand rather than fixed maturity dates and payment relying on
external liquidity.  In this case, two ratings are usually assigned, (for
example, AAA/VMIG-1); the first representing an evaluation of the degree of
risk associated with scheduled principal and interest payments, and the second
representing an evaluation of the degree of risk associated with the demand
feature.  The VMIG rating can be assigned a 1 or 2 designation using the same
definitions described above for the MIG rating.
COMMERCIAL PAPER (CP) RATINGS
P-1            Issuers rated PRIME-1 (or related supporting institutions) have
     a superior capacity for repayment of short-term promissory obligations.
     PRIME-1 repayment capacity will normally be evidenced by the following
     characteristics: leading market positions in well established industries,
     high rates of return on funds  employed, conservative capitalization
     structure with moderate reliance on debt and ample asset protection,
     broad margins in earning coverage of fixed financial charges and high
     internal cash generation, well-established access to a range of financial
     markets and assured sources of alternate liquidity
P-2            Issuers rated PRIME-2 (or related supporting institutions) have
     a strong capacity for repayment of short-term promissory obligations.
     This will normally be evidenced by many of the characteristics cited
     above, but to a lesser degree. Earnings trends and coverage ratios, while



     sound, will be more subject to variation.  Capitalization
     characteristics, while still appropriate, may be more affected by
     external conditions.  Ample alternate liquidity is maintained.
LONG-TERM DEBT RATINGS
AAA            Bonds which are rated AAA are judged to be of the best quality.
     They carry the smallest degree of investment  risk and are generally
     referred to as "gilt edged." Interest payments are protected by a large
     or by an exceptionally stable margin and principal is secure. While the
     various protective elements are likely to change, such changes is can be
     visualized are most unlikely to impair the fundamentally strong position
     of   such issues.
AA   Bonds which are rated AA are judged to be of high quality by all
     standards.  Together with the AAA group, they comprise what are generally
     known as high grade bonds.  They are rated lower than the best bonds
     because margins of protection may not be as large as in AAA securities or
     fluctuation of protective elements      may be of greater amplitude or
     there may be other elements present which make the long-term risks appear
          somewhat larger than in AAA securities.
A    Bonds which are rated A possess many favorable investment attributes and
     are to be considered as upper medium grade obligations. Factors giving
     security to principal and interest are considered adequate but elements
     may be present which suggest a susceptibility to impairment sometime in
     the future.
NR   Indicates that both the bonds and the obligor or credit enhancer are not
     currently rated by S&P or Moody's with respect to short-term
     indebtedness.  However, management considers them to be of comparable
     quality to securities rated A-1 or P-1.



NR(1)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AAA" by S&P or "AAA" by Moody's.
NR(2)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AA" by S&P or "AA" by Moody's.
NR(3)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "A" by S&P or Moody's.





















314229881
314229717
314229204

   


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MINNESOTA MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
CASH SERIES SHARES
PROSPECTUS

The Cash Series Shares of Minnesota 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 primarily in short-term Minnesota municipal
securities, including securities of states, territories, and possessions of the
United States which are not issued by or on behalf of Minnesota, or its
political subdivisions and financing authorities, but which provide income
exempt from federal regular income tax and the regular personal income taxes
imposed by the State of Minnesota consistent with stability of principal.

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 December 31,
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,
or a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995

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

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

FINANCIAL HIGHLIGHTS--CASH SERIES SHARES                                       2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
  Minnesota Municipal Securities                                               6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7

FUND INFORMATION                                                               7
- ------------------------------------------------------

  Management of the Fund                                                       7
  Distribution of Cash Series Shares                                           8
  Administration of the Fund                                                   9

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

HOW TO PURCHASE SHARES                                                        10
- ------------------------------------------------------

  Special Purchase Features                                                   11

HOW TO REDEEM SHARES                                                          11
- ------------------------------------------------------

  Special Redemption Features                                                 12

ACCOUNT AND SHARE INFORMATION                                                 12
- ------------------------------------------------------

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

  Federal Income Tax                                                          13
  State and Local Taxes                                                       14

OTHER CLASSES OF SHARES                                                       14
- ------------------------------------------------------

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

FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SHARES                                                                      16
- ------------------------------------------------------

FINANCIAL STATEMENTS                                                          17
- ------------------------------------------------------

REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                                                 33
- ------------------------------------------------------

ADDRESSES                                                                     34
- ------------------------------------------------------

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                             <C>      <C>
                                      CASH SERIES SHARES
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)........................................              None
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price)........................................              None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)......................              None
Redemption Fee (as a percentage of amount redeemed, if applicable)...........              None
Exchange Fee.................................................................              None
                                   ANNUAL OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver)(1).............................................             0.13%
12b-1 Fee (after waiver)(2)..................................................             0.25%
Total Other Expenses.........................................................             0.42%
  Shareholder Services Fee...................................................    0.25%
     Total Operating Expenses(3).............................................             0.80%
</TABLE>


(1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.40%.

(2) The maximum 12b-1 fee is 0.50%.

(3) The total operating expenses in the table above are based on expenses
expected during the fiscal year ending October 31, 1996. The operating expense
were 0.70% for the fiscal year ended October 31, 1995 and would have been 1.32%
absent the voluntary waivers of a portion of the management fee, a portion of
the 12b-1 fee and a portion of the shareholder services fee.

  The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Cash Series Shares of the Fund
will bear, either directly or indirectly. For more complete descriptions of the
various costs and expenses, see "Fund Information." Wire-transferred redemptions
of less than $5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
                      EXAMPLE                       1 year  3 years 5 years 10 years
- -------------------------------------------------------------------------------------
<S>                                                <C>     <C>      <C>     <C>
You would pay the following expenses on a $1,000
  investment, assuming (1) 5% annual return and (2)
  redemption at the end of each time period........ $    8 $    26  $   44  $    99
</TABLE>


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

MINNESOTA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--CASH SERIES SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants, on page 33.
<TABLE>
<CAPTION>
                                                            YEAR ENDED OCTOBER 31,
                                              --------------------------------------------------
                                               1995       1994       1993       1992      1991(A)
                                              ------     ------     ------     ------     ------
<S>                                           <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD          $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
- ------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------
  Net investment income                         0.03       0.02       0.02       0.03       0.04
- ------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------
  Distributions from net investment income     (0.03)     (0.02)     (0.02)     (0.03)     (0.04)
- ------------------------------------------    ------     ------     ------     ------     ------
NET ASSET VALUE, END OF PERIOD                $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
- ------------------------------------------    ------     ------     ------     ------     ------
TOTAL RETURN (B)                                3.41%      2.17%      2.02%      2.78%      3.60%
- ------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------
  Expenses                                      0.70%      0.71%      0.71%      0.71%      0.64%*
- ------------------------------------------
  Net investment income                         3.37%      2.15%      2.01%      2.75%      4.11%*
- ------------------------------------------
  Expense waiver/reimbursement (c)              0.62%      0.61%      0.44%      0.44%      0.59%*
- ------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------
  Net assets, end of period (000 omitted)     $131,471   $94,335    $67,521    $75,044    $69,747
- ------------------------------------------
</TABLE>


  * Computed on an annualized basis.

(a) Reflects operations for the period from January 7, 1991 (date of initial
    public investment) to October 31, 1991.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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

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 shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Cash Series Shares and Institutional
Shares. This prospectus relates only to Cash Series Shares of the Fund, which
are designed primarily for retail customers of financial institutions as a
convenient means of accumulating an interest in a professionally managed,
non-diversified portfolio investing primarily in short-term Minnesota municipal
securities. The Fund may not be a suitable investment for retirement plans or
for non-Minnesota 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 regular personal income taxes imposed by the State of
Minnesota consistent with stability of principal. 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
complying with the various requirements of Rule 2a-7 under the Investment
Company Act of 1940 which regulates money market mutual funds and by following
the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
Minnesota municipal securities (as defined below) maturing in 13 months or less.
As a matter of investment policy, which cannot be changed without shareholder
approval, the Fund invests its assets so that (1) at least 80% of the Fund's
annual interest income will be exempt from federal regular income tax and
Minnesota regular personal income tax ("exempt interest dividends"); and (2) at
least 95% of the exempt interest dividends that the Fund pays to its
shareholders will derive interest income from Minnesota municipal obligations.
The remaining 5% of such exempt interest dividends paid to shareholders will
derive either from interest income on Minnesota municipal securities or interest
income which is exempt from both federal regular and Minnesota regular personal
income taxes. (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 Minnesota 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 Minnesota state income tax imposed upon non-corporate taxpayers ("Minnesota
Municipal Securities"). Examples of Minnesota Municipal Securities include, but
are not limited to:

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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in Minnesota
     Municipal Securities from financial institutions such as commercial and
     investment banks, savings 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 Minnesota 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. Lease obligations may be subject to periodic appropriation.
     Municipal leases are subject to certain specific risks in the event of
     default or failure of appropriation.

CREDIT ENHANCEMENT.  Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.

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

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

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, all of comparable quality
to other securities in which the Fund invests, such as: obligations issued by or
on behalf of municipal or corporate issuers; 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 Minnesota
Municipal Securities is subject to the federal alternative minimum tax.

MINNESOTA MUNICIPAL SECURITIES
Minnesota 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.

Minnesota 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 Minnesota 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 Minnesota 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 Minnesota 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 Minnesota
Municipal Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Minnesota 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
Minnesota 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 Minnesota 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 directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of its cash value with an agreement to buy it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow up to
one-third of the value of its total assets and pledge up to 15% of the value of
total assets to secure such borrowings. These investment limitations cannot be
changed without shareholder approval.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES.  The Fund 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 .40 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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF CASH SERIES SHARES

Federated Securities Corp. is the principal distributor for Cash Series 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.

State securities laws may require certain financial institutions such as
depository institutions to register as dealers.

DISTRIBUTION PLAN AND SHAREHOLDER SERVICES.  Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the distributor may be paid a fee in an amount computed at an annual rate of .50
of 1% of the average daily net assets of Cash Series Shares to finance any
activity which is principally intended to result in the sale of Cash Series
Shares subject to the Distribution Plan. The distributor may select financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide sales services or distribution-related
support services as agents for their clients or customers.

The Distribution Plan is a compensation-type Plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amounts or may earn a profit from future payments made by Cash
Series Shares under the Distribution Plan.

In addition, the Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up to .25 of 1% of the average daily net asset value
of Cash Series Shares to obtain certain personal services for shareholders and
the maintenance of shareholder accounts. Under the Shareholder Services
Agreement, Federated Shareholders Services will either perform shareholder
services directly or will select financial institutions to perform shareholder
services. Financial institutions will receive fees based upon Cash Series Shares
owned by their clients or customers. The schedules of such fees and the basis
upon which such fees will be paid will be determined from time to time by the
Fund and Federated Shareholder Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS.  In addition to payments made
pursuant to the Distribution Plan and Shareholder Services Agreement, Federated
Securities Corp. and Federated Shareholder Services, from their own assets, may
pay financial institutions supplemental fees for the performance of substantial
sales services, distribution-related support services, or shareholder services.
The support may include sponsoring sales, educational and training seminars for
their employees, providing sales literature, and engineering computer software
programs that emphasize the attributes of the Fund. Such assistance will be
predicated upon the amount of shares the financial institution sells or may
sell, and/or upon the type and nature of sales or marketing support furnished by
the financial institution. Any payments made by the distributor may be
reimbursed by the Fund's investment adviser or its affiliates.

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:

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


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

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

The Fund attempts to stabilize the net asset value of shares at $1.00 by valuing
the portfolio securities using the amortized cost method. The net asset value
per share is determined by subtracting liabilities attributable to shares from
the value of Fund assets attributable to shares, 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, Monday through Friday, except on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

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 is open for business. Shares may be purchased as described below,
either 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 or more within a 90-day period. 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 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 purchase
shares through a financial institution which has a sales agreement with the
distributor. Orders 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.  Shares may be purchased by wire by calling the Fund
before 1:00 p.m. (Eastern time). The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) in
order to begin earning dividends 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: Minnesota Municipal Cash Trust ,
Cash Series Shares; 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. Questions on wire purchases
should be directed to your shareholder services representative at the telephone
number listed on your account statement.

PURCHASING SHARES BY CHECK.  Shares may be purchased by sending a check to:
Federated Services Company, P.O. Box 8600, Boston, MA 02266-8600. The check
should be made payable to Minnesota Municipal Cash Trust--Cash Series Shares.
Please include an account number on the check. 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 an Automated Clearing
House ("ACH") member and invested in Fund shares. Shareholders should contact
their financial institution 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 dividend. Proceeds from
redemption requests received after that time include that day's dividend but
will be wired the following business day. Proceeds from redemption requests
received on holidays when wire transfers are restricted will be wired the
following business day. Questions about telephone redemptions on days when wire
transfers are restricted should be directed to your shareholder services
representative at the telephone number listed on your account statement. Under
limited circumstances, arrangements may be made with the distributor for
same-day payment of 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 to: Federated Services Company, P.O. Box 8600, Boston, MA
02266-8600. If shares certificates have been

issued, they should be sent unendorsed with the written request by registered or
certified mail to the address noted above.

The written request should state: the Fund name and the class designation; 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. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the 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 firm 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. Shareholder accounts will continue to
receive the daily dividend declared on the shares to be redeemed until the check
is presented to UMB Bank, N.A., the bank responsible for administering the
checkwriting program, for payment. However, checks should never be made payable
or sent to UMB Bank, N.A. or the Fund to redeem shares, and a check may not be
written to close an account.

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
institutions or the Fund.

ACCOUNT AND SHARE 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 all
transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES.  Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account balance falls below a required minimum value of
$10,000 due to shareholder redemptions. Before shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to purchase
additional shares to meet the minimum requirement.

VOTING RIGHTS.  Each shareholder has one vote in Trustee elections and other
matters submitted to shareholders for vote. All shares of all classes of each
portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. 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 election of Trustees under certain
circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

As of December 4, 1995, Resource Bank & Trust Co., Minneapolis, MN, and Var &
Co., St. Paul, MN, owned 25.57% and 49.63%, respectively, of the voting
securities of the Fund's Institutional Shares and, therefore, may, for certain
purposes, be deemed to control the Fund and be able to affect the outcome of
certain matters presented for a vote of shareholders.

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
Minnesota. Shareholders are urged to consult their own tax advisers regarding
the status of their accounts under state and local tax laws.

MINNESOTA TAXES.  Under existing Minnesota laws, distributions made by the Fund
will be exempt from Minnesota regular personal income taxes provided that such
distributions qualify as exempt-interest dividends under the Internal Revenue
Code, and provided further that 95% of such distributions are derived from
interest on obligations issued by the State of Minnesota or any of its political
or governmental subdivisions, municipalities, or governmental agencies or
instrumentalities. Distributions made by the Fund will also be exempt to the
extent that they are derived from interest on federal obligations and are
reported federally as dividend income by shareholders. Conversely, to the extent
that distributions made by the Fund are derived from other types of obligations,
such distributions will be subject to Minnesota regular personal income taxes.
Dividends of the Fund are not exempt from Minnesota corporate income taxes.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund also offers another class of shares called Institutional Shares.
Institutional Shares are sold at net asset value primarily to financial
institutions acting in a fiduciary capacity and are subject to a minimum initial
investment of $25,000 over a 90-day period.

All classes are subject to certain of the same expenses.

Institutional Shares are distributed with no 12b-1 fees but are subject to
shareholder services fees.

Expense differences between classes may affect the performance of each class.

To obtain more information and a prospectus for any other class, investors may
call 1-800-235-4669.

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

From time to time, the Fund advertises its total return, yield, effective yield,
and tax-equivalent yield for shares. The performance figures will be calculated
separately for each class of shares.

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 shares' tax-exempt yield, assuming a specific tax rate.

Total return represents the change, over a specified period of time, in the
value of an investment in the shares 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 the
Fund's performance to certain indices.

MINNESOTA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 33.
<TABLE>
<CAPTION>
                                                               YEAR ENDED OCTOBER 31,
                                         -------------------------------------------------------------------
                                          1995        1994        1993        1992        1991       1990(A)
                                         ------      ------      ------      ------      ------      -------
<S>                                      <C>         <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD     $ 1.00      $ 1.00      $ 1.00      $ 1.00      $ 1.00      $ 1.00
- --------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------
  Net investment income                    0.04        0.03        0.02        0.03        0.05        0.01
- --------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------
  Distributions from net investment
  income                                  (0.04)      (0.03)      (0.02)      (0.03)      (0.05)      (0.01)
- --------------------------------------   ------      ------      ------      ------      ------      ------
NET ASSET VALUE, END OF PERIOD           $ 1.00      $ 1.00      $ 1.00      $ 1.00      $ 1.00      $ 1.00
- --------------------------------------   ------      ------      ------      ------      ------      ------
TOTAL RETURN (B)                           3.82%       2.58%       2.43%       3.19%       4.89%       0.90%
- --------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------
  Expenses                                 0.30%       0.31%       0.31%       0.31%       0.30%       0.01%*
- --------------------------------------
  Net investment income                    3.77%       2.55%       2.40%       3.10%       4.73%       6.45%*
- --------------------------------------
  Expense waiver/reimbursement (c)         0.52%       0.34%       0.34%       0.33%       0.43%       0.69%*
- --------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------
  Net assets, end of period (000
  omitted)                               $212,392    $159,704    $165,865    $245,168    $124,603    $75,904
- --------------------------------------
</TABLE>


* Computed on an annualized basis.

(a) Reflects operations for the period from September 10, 1990 (date of initial
    public investment) to October 31, 1990.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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

MINNESOTA MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                  CREDIT
  AMOUNT                                                                    RATING*       VALUE
- ----------- ----- -------------------------------------------------------   -------    ------------
<C>         <C>   <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--99.3%
- -------------------------------------------------------------------------
                  MINNESOTA--99.0%
                  -------------------------------------------------------
$ 6,750,000       Anoka City, MN Solid Waste Disposal Authority, 3.85% CP
                  (United Power Associates)/(National Rural Utilities
                  Cooperative Finance Corp. GTD), Mandatory Tender
                  11/10/1995                                                VMIG1      $  6,750,000
                  -------------------------------------------------------
  2,050,000       Anoka, MN, Multifamily Housing Revenue Bonds Weekly
                  VRDNs (Walker Plaza Project)/(First Bank NA,
                  Minneapolis LOC)                                           A-1          2,050,000
                  -------------------------------------------------------
  3,880,000       Apple Valley, MN, IDRB (Series 1995) Weekly VRDNs (AV
                  Development Company Project)/(Firstar Bank, Minnesota
                  LOC)                                                       A-1          3,880,000
                  -------------------------------------------------------
  2,800,000       Baudette, MN, IDR (Series 1989) Weekly VRDNs (Reid
                  Powell, Inc.)/(Nationsbank of Georgia, N.A. LOC)           P-1          2,800,000
                  -------------------------------------------------------
  2,000,000       Becker, MN, PCR (Series 1993-B), 3.75% CP (Northern
                  States Power Co.), Mandatory Tender 1/25/1996             VMIG1         2,000,000
                  -------------------------------------------------------
  4,500,000       Becker, MN, PCR (Series 1993A & B), 3.80% CP (Northern
                  States Power Co.), Mandatory Tender 11/21/1995            VMIG1         4,500,000
                  -------------------------------------------------------
  4,000,000       Becker, MN, PCR (Series 1993A & B), 3.80% CP (Northern
                  States Power Co.), Mandatory Tender 11/22/1995            VMIG1         4,000,000
                  -------------------------------------------------------
  1,000,000       Bloomington, MN Port Authority, Special Tax Revenue
                  Refunding Bonds (Series 1994B) Weekly VRDNs (Mall of
                  America)/(FSA INS)/(Credit Local de France LIQ)            A-1+         1,000,000
                  -------------------------------------------------------
  3,600,000       Bloomington, MN, IDRB (Series 1995) Weekly VRDNs (Now
                  Technologies, Inc. Project)/(Norwest Bank Minnesota,
                  Minneapolis LOC)                                           A-1+         3,600,000
                  -------------------------------------------------------
  5,000,000       Bloomington, MN, Multi-Family Housing Weekly VRDNs
                  (Crowl Bloomington Apartments)/(Citibank NA, New York
                  LOC)                                                       P-1          5,000,000
                  -------------------------------------------------------
  3,490,000       Brooklyn Center, MN, ISD #286, 4.70% TANs (Minnesota
                  State GTD), 3/27/1996                                     NR(2)         3,491,332
                  -------------------------------------------------------
</TABLE>


MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                  CREDIT
  AMOUNT                                                                    RATING*       VALUE
- ----------- ----- -------------------------------------------------------   -------    ------------
<C>         <C>   <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------
                  MINNESOTA--CONTINUED
                  -------------------------------------------------------
$ 8,080,000       Burnsville, MN, Multi-Family Housing Weekly VRDNs
                  (Berkshire of Burnsville)/(Sumitomo Bank Ltd., Osaka
                  LOC)                                                       A-1       $  8,080,000
                  -------------------------------------------------------
  1,270,000       Chaska, MN IDA Weekly VRDNs (Laeration Industries)/
                  (Norwest Bank Minnesota, Minneapolis LOC)                  A-1+         1,270,000
                  -------------------------------------------------------
  1,900,000       Coon Rapids, MN Hospital Authority, (Series 1985)
                  Weekly VRDNs (Health Central System)/(First Bank NA,
                  Minneapolis LOC)                                           A-1          1,900,000
                  -------------------------------------------------------
  1,065,000       Crosby-Ironton, MN Independent School District No. 182,
                  GO Tax Anticipation Certificates of Indebtedness
                  (Series 1995A), 4.75% TANs (Minnesota State GTD),
                  3/22/1996                                                 NR(2)         1,065,194
                  -------------------------------------------------------
  5,500,000       Crystal, MN IDA Weekly VRDNs (Crystal Gallery Mall,
                  MN)/(Citibank NA, New York LOC)                            P-1          5,500,000
                  -------------------------------------------------------
 10,745,000       Dakota County & Washington County MN Housing &
                  Redevelopment Authority, Bloomington Mortgage Revenue,
                  5.75% TOBs (GNMA COL)/(Meridan Bank, Reading, PA LIQ),
                  Optional Tender 9/1/1996                                  NR(1)        10,896,281
                  -------------------------------------------------------
  1,835,000       Dakota County, MN Housing & Redevelopment Authority,
                  (Custodial Receipts), 5.10% TOBs (GNMA COL)/(Meridian
                  Bank, Reading, PA LIQ), Optional Tender 3/1/1996          NR(1)         1,835,000
                  -------------------------------------------------------
  3,000,000       Dakota County, Washington County & Anoka City, MN
                  Housing & Redevelopment Authority, (Custodial
                  Receipts)/(Series 1988), 4.35% TOBs (United States
                  Treasury COL)/(Meridian Bank, Reading, PA LIQ),
                  Optional Tender 11/1/1995                                 NR(1)         3,000,000
                  -------------------------------------------------------
  4,785,000       Duluth, MN, GO Certificate of Indebtedness (Series
                  1995), 5.00% TANs, 12/29/1995                             NR(3)         4,785,874
                  -------------------------------------------------------
  8,000,000       Eagan, MN, Multi-Family Housing (Series 1992A) Weekly
                  VRDNs (Cinnamon Ridge)/(Mellon Bank NA, Pittsburgh LOC)   VMIG1         8,000,000
                  -------------------------------------------------------
</TABLE>


MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>


<C>           <S>                                                          <C>           <C>
 PRINCIPAL                                                                  CREDIT
  AMOUNT                                                                    RATING*       VALUE
- ----------- ----- -------------------------------------------------------   -------    ------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------
                  MINNESOTA--CONTINUED
                  -------------------------------------------------------
$   870,000       Eden Prairie, MN IDA, #194 Weekly VRDNs (Richard W.
                  Cohen Project)/(Norwest Bank Minnesota, Minneapolis
                  LOC)                                                       P-1       $    870,000
                  -------------------------------------------------------
    138,004       Eden Prairie, MN IDA, (Series 1987) Weekly VRDNs
                  (Minnesota Supply Co.)/(Norwest Bank Minnesota,
                  Minneapolis LOC)                                           P-1            138,004
                  -------------------------------------------------------
  1,200,000       Elk River, MN Weekly VRDNs (Tescom Project)/(Norwest
                  Bank Minnesota, Minneapolis LOC)                           P-1          1,200,000
                  -------------------------------------------------------
  5,000,000       Faribault, MN IDA, (Series 1988) Weekly VRDNs (Jerome
                  Foods)/(Norwest Bank Minnesota, Minneapolis LOC)           P-1          5,000,000
                  -------------------------------------------------------
  1,000,000       Hennepin Co. MN, (Series 1995C) Weekly VRDNs (Hennepin
                  Co. MN GTD)                                               NR(1)         1,000,000
                  -------------------------------------------------------
  2,500,000       Hubbard County, MN, Solid Waste Disposal (Series 1990)
                  Weekly VRDNs (Potlatch Corp.)/(Credit Suisse, Zurich
                  LOC)                                                       A-1+         2,500,000
                  -------------------------------------------------------
  4,000,000       Maple Grove, MN IDA, (Series 1991A) Weekly VRDNs (Eagle
                  Ridge, MN Apartments)/(Sumitomo Bank Ltd., Osaka LOC)      A-1          4,000,000
                  -------------------------------------------------------
  3,000,000       Maple Grove, MN IDA, (Series 1991B) Weekly VRDNs (Eagle
                  Ridge, MN Apartments)/(First Bank NA, Minneapolis LOC)     A-1          3,000,000
                  -------------------------------------------------------
  2,025,000       Maplewood, MN, Multi-Family Housing (Series 1993)
                  Weekly VRDNs (Silver Ridge Project)/(Federal Home Loan
                  Bank of Chicago LOC)                                       A-1+         2,025,000
                  -------------------------------------------------------
  2,640,000       Mendota Heights, MN, Multi-Family Revenue Bonds Weekly
                  VRDNs (Lexington Heights Apartments)/ (Sumitomo Bank
                  Ltd., Osaka LOC)                                           A-1          2,640,000
                  -------------------------------------------------------
  1,000,000       Metropolitan Council, MN, Minneapolis-St. Paul
                  Metropolitan Area (Series B), 5.50% Bonds, 12/1/1995      NR(1)         1,000,832
                  -------------------------------------------------------
  5,000,000       Minneapolis Special School District, MN, GO Tax
                  Anticipation Certificate of Indebtedness Independent
                  School District No 1, 5.75% TANs, 1/25/1996               SP-1+         5,007,196
                  -------------------------------------------------------
</TABLE>


MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<C>          <S>                                                            <C>        <C>
 PRINCIPAL                                                                  CREDIT
  AMOUNT                                                                    RATING*       VALUE
- ----------- ----- -------------------------------------------------------   -------    ------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------
                  MINNESOTA--CONTINUED
                  -------------------------------------------------------
$   715,000       Minneapolis, MN IDA Weekly VRDNs (JTJ Co.)/(First Bank
                  NA, Minneapolis LOC)                                       P-1       $    715,000
                  -------------------------------------------------------
  1,400,000       Minneapolis, MN, (Series 1989) Weekly VRDNs (Mt. Sinai
                  Medical Building Association)/(Norwest Bank Minnesota,
                  Minneapolis LOC)                                           A-1+         1,400,000
                  -------------------------------------------------------
  7,000,000       Minneapolis, MN, (Series 1995B) Weekly VRDNs              VMIG1         7,000,000
                  -------------------------------------------------------
  3,000,000       Minneapolis, MN, GO Bonds (Series 1995) Weekly VRDNs
                  (Arena Acquisition Project (MN))                           A-1+         3,000,000
                  -------------------------------------------------------
  3,870,000       Minneapolis, MN, Rental Housing Revenue Bonds (Series
                  1994A), 5.40% TOBs (Driftwood Apartments
                  Project)/(First Bank NA, Minneapolis LOC), Mandatory
                  Tender 11/1/1995                                           A-1          3,870,000
                  -------------------------------------------------------
  4,800,000   (a) Minneapolis/St. Paul MN Housing Finance Board, SFM
                  Revenue Bonds, Merlots (Series D), 4.375% TOBs (GNMA
                  COL)/(Meridan Bank, Reading, PA LIQ), Optional Tender
                  4/1/1996                                                  NR(1)         4,800,000
                  -------------------------------------------------------
  1,276,000       Minneapolis/St. Paul MN Housing Finance Board, Single
                  Family Mortgage Revenue Bonds, 4.625% TOBs (GNMA
                  COL)/(Meridian Bank, Reading, PA LIQ), Optional Tender
                  11/1/1995                                                 NR(1)         1,276,000
                  -------------------------------------------------------
  8,000,000       Minnesota State Commissioner of Iron Range Resources &
                  Rehabilitation, (Series 1991) Weekly VRDNs (Louisiana-
                  Pacific Corp.)/(Wachovia Bank of NC, NA, Winston-Salem
                  LOC)                                                       P-1          8,000,000
                  -------------------------------------------------------
  5,000,000       Minnesota State HFA, Single Family Mortgage Bonds
                  (Series V), 4.95% TOBs (Bayerische Landesbank
                  Girozentrale LOC), Mandatory Tender 12/14/1995             A-1+         5,000,000
                  -------------------------------------------------------
  3,800,000       Minnesota State Higher Education Coordinating Board,
                  (Series 1992A) Weekly VRDNs (First Bank NA, Minneapolis
                  LIQ)                                                      VMIG1         3,800,000
                  -------------------------------------------------------
  7,000,000       Minnesota State Higher Education Coordinating Board,
                  1992 (Series B) Weekly VRDNs (First Bank NA,
                  Minneapolis LIQ)                                          VMIG1         7,000,000
                  -------------------------------------------------------
</TABLE>


MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>


<C>           <S>                                                           <C>         <C>
 PRINCIPAL                                                                  CREDIT
  AMOUNT                                                                    RATING*       VALUE
- ----------- ----- -------------------------------------------------------   -------    ------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------
                  MINNESOTA--CONTINUED
                  -------------------------------------------------------
$ 6,500,000       Minnesota State Higher Education Coordinating Board,
                  1992 (Series C) Weekly VRDNs (First Bank NA,
                  Minneapolis LIQ)                                          VMIG1      $  6,500,000
                  -------------------------------------------------------
 12,700,000       Minnesota State Higher Education Coordinating Board,
                  1992 (Series C) Weekly VRDNs (First Bank NA,
                  Minneapolis LIQ)                                          VMIG1        12,700,000
                  -------------------------------------------------------
  3,400,000       Minnesota State Higher Education Coordinating Board,
                  Supplemental Student Loan Program Variable Rate
                  Refunding Revenue Bonds (Series 1994A) Weekly VRDNs
                  (Norwest Bank Minnesota, Minneapolis LIQ)                 VMIG1         3,400,000
                  -------------------------------------------------------
  4,300,000       Minnesota State Higher Education Facility Authority
                  Weekly VRDNs (Carlton College)/(Swiss Bank Corp., Basle
                  LOC)                                                      VMIG1         4,300,000
                  -------------------------------------------------------
  5,925,000       Minnesota State, 7.00% Bonds (United States Treasury
                  PRF), 8/1/1996 (@100)                                     NR(1)         6,069,103
                  -------------------------------------------------------
 11,000,000       Minnesota Tax and Aid Anticipation Borrowing Program,
                  (Series 1995A), 4.25% TANs (Minnesota State GTD),
                  8/23/1996                                                 NR(2)        11,025,570
                  -------------------------------------------------------
  7,300,000       Minnesota Tax and Aid Anticipation Borrowing Program,
                  Certificates of Participation, Aid Anticipation Series
                  1995B, 4.30% TRANs (Minnesota State GTD), 9/13/1996       NR(2)         7,318,174
                  -------------------------------------------------------
  9,800,000       Minnetonka, MN, Multi-Family Housing Revenue Bonds
                  Weekly VRDNs (The Cliffs at Ridgedale)/(Citibank NA,
                  New York LOC)                                              A-1          9,800,000
                  -------------------------------------------------------
  5,900,000       Minnetonka, MN, Multifamily Housing Revenue Refunding
                  Bonds (Series 1995) Weekly VRDNs (Southampton
                  Apartments Project (MN))/(National Bank of Canada,
                  Montreal LOC)                                              P-1          5,900,000
                  -------------------------------------------------------
  1,300,000       New Brighton, MN, IDR Weekly VRDNs (Unicare Homes,
                  Inc.)/(Banque Paribas, Paris LOC)                          A-1          1,300,000
                  -------------------------------------------------------
</TABLE>


MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>


<C>            <S>                                                          <C>          <C>
 PRINCIPAL                                                                  CREDIT
  AMOUNT                                                                    RATING*       VALUE
- ----------- ----- -------------------------------------------------------   -------    ------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------
                  MINNESOTA--CONTINUED
                  -------------------------------------------------------
$ 1,000,000       New Hope, MN IDRB, (Series 1994) Weekly VRDNs (Gaines
                  and Hanson Printing Co.)/(Norwest Bank Minnesota,
                  Minneapolis LOC)                                           A-1+      $  1,000,000
                  -------------------------------------------------------
  3,825,000       New Hope, MN Weekly VRDNs (Paddock Labs)/ (Norwest Bank
                  Minnesota, Minneapolis LOC)                                P-1          3,825,000
                  -------------------------------------------------------
  2,580,000       Olmsted County, MN Building Authority, Certificates of
                  Participation Weekly VRDNs (Human Services
                  Infrastructure)/(Sanwa Bank Ltd, Osaka LOC)                A-1+         2,580,000
                  -------------------------------------------------------
  2,600,000       Perham, MN IDA Weekly VRDNs (Land O' Lakes, Inc.)/
                  (Rabobank Nederland, Utrecht LOC)                          A-1+         2,600,000
                  -------------------------------------------------------
  1,365,000       Plymouth, MN Weekly VRDNs (Nuaire, Inc.)/ (Norwest Bank
                  Minnesota, Minneapolis LOC)                                P-1          1,365,000
                  -------------------------------------------------------
  5,000,000       Plymouth, MN, IDRB (Series 1994) Weekly
                  VRDNs (Olympic Steel, Inc.)/(National City Bank,
                  Cleveland, OH LOC)                                         P-1          5,000,000
                  -------------------------------------------------------
  1,690,000       Port of Austin, MN Weekly VRDNs (Mower House
                  Color)/(Norwest Bank Minnesota, Minneapolis LOC)           P-1          1,690,000
                  -------------------------------------------------------
  6,500,000       Rochester, MN Health Care Facility Authority Weekly
                  VRDNs (Mayo Foundation)                                   VMIG1         6,500,000
                  -------------------------------------------------------
  4,000,000       Rochester, MN Health Care Facility Authority Weekly
                  VRDNs (Mayo Foundation)                                   VMIG1         4,000,000
                  -------------------------------------------------------
  2,000,000       Rochester, MN Health Care Facility Authority, (Series
                  C), 3.70% CP (Mayo Foundation), Mandatory Tender
                  11/16/1995                                                VMIG1         2,000,000
                  -------------------------------------------------------
  1,250,000       Rogers, MN IDA Weekly VRDNs (Metal Sales Manufacturing
                  Corp.)/(Society National Bank, Cleveland, OH LOC)          P-1          1,250,000
                  -------------------------------------------------------
  2,925,000       Rogers, MN IDA, Variable Rate Demand IDRB Weekly VRDNs
                  (DAC Development, LLC Project)/(Norwest Bank Minnesota,
                  Minneapolis LOC)                                           A-1+         2,925,000
                  -------------------------------------------------------
</TABLE>


MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<C>         <S>                                                             <C>        <C> 
 PRINCIPAL                                                                  CREDIT
  AMOUNT                                                                    RATING*       VALUE
- ----------- ----- -------------------------------------------------------   -------    ------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------
                  MINNESOTA--CONTINUED
                  -------------------------------------------------------
$ 8,000,000       Shakopee, MN Hospital Finance Authority Weekly VRDNs
                  (St. Francis Regional Medical Center)/(Citibank NA, New
                  York LOC)                                                  A-1       $  8,000,000
                  -------------------------------------------------------
  2,000,000       Southern Minnesota Municipal Power Agency, 9.50% Bonds
                  (United States Treasury PRF), 1/1/1996                    NR(1)         2,055,531
                  -------------------------------------------------------
  7,000,000       St. Cloud, MN Hospital Facility Authority, (Series
                  1990A) Weekly VRDNs (St. Cloud Hospital)/(Kredietbank
                  N.V., Brussels LOC)                                        A-1+         7,000,000
                  -------------------------------------------------------
  1,735,000       St. Cloud, MN Housing & Redevelopment Authority,
                  Revenue Refunding Bonds (Series 1994A) Weekly VRDNs
                  (Coborn's Incorporated Project)/(Norwest Bank
                  Minnesota, Minneapolis LOC)                                A-1+         1,735,000
                  -------------------------------------------------------
  3,000,000       St. Cloud, MN Housing & Redevelopment Authority,
                  Revenue Refunding Bonds (Series 1994B) Weekly VRDNs
                  (Coborn's Incorporated Project)/(Norwest Bank
                  Minnesota, Minneapolis LOC)                                A-1+         3,000,000
                  -------------------------------------------------------
    250,000       St. Louis Park Hennepin County, MN, GO (Series 1987C)
                  Weekly VRDNs (Bayerische Vereinsbank AG, Munich LOC)      VMIG1           250,000
                  -------------------------------------------------------
  5,000,000       St. Paul, MN Housing & Redevelopment Authority Weekly
                  VRDNs (District Cooling St. Paul, Inc.)/
                  (Credit Local de France LOC)                               A-1+         5,000,000
                  -------------------------------------------------------
    500,000       St. Paul, MN Housing & Redevelopment Authority Weekly
                  VRDNs (United Way)/(First Bank NA, Minneapolis LOC)        A-1            500,000
                  -------------------------------------------------------
  2,350,000       St. Paul, MN Housing & Redevelopment Authority,
                  (Series 1994) Weekly VRDNs (Minnesota Children's
                  Museum)/(First Bank NA, Minneapolis LOC)                   A-1          2,350,000
                  -------------------------------------------------------
  2,000,000       St. Paul, MN Housing & Redevelopment Authority,
                  District Cooling Revenue Bonds (1995 Series I) Weekly
                  VRDNs (Credit Local de France LOC)                         P-1          2,000,000
                  -------------------------------------------------------
  7,250,000       St. Paul, MN Independent School District No. 625,
                  (Series A), 5.375% TANs, 3/28/1996                         MIG1         7,281,855
                  -------------------------------------------------------
</TABLE>


MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<C>           <S>                                                            <C>          <C>      
 PRINCIPAL                                                                  CREDIT
  AMOUNT                                                                    RATING*       VALUE
- ----------- ----- -------------------------------------------------------   -------    ------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------
                  MINNESOTA--CONTINUED
                  -------------------------------------------------------
$ 4,600,000       St. Paul, MN Port Authority, (Series 1991) Weekly VRDNs
                  (West Gate Office)/(First Bank NA, Minneapolis LOC)        A-1       $  4,600,000
                  -------------------------------------------------------
  1,850,000       St. Peter, MN Independent School District #508, Aid
                  Anticipation Certificates of Indebtedness, 3.96% BANs
                  (Minnesota State GTD), 8/29/1996                          NR(2)         1,850,427
                  -------------------------------------------------------
  1,000,000       Steele County, MN, IDRB (Series 1994) Weekly VRDNs
                  (Blount, Inc.)/(Nationsbank of Georgia, N.A. LOC)          A-1          1,000,000
                  -------------------------------------------------------
  6,500,000       University of Minnesota, (Series F), 3.65% TOBs
                  (Regents of University of Minnesota), Optional Tender
                  2/1/1996                                                   A-1+         6,500,000
                  -------------------------------------------------------
 13,015,000       Washington County, MN Housing & Redevelopment
                  Authority, (Series 90) Weekly VRDNs (Granada Pond
                  Apartments)/(Sumitomo Bank Ltd., Osaka LOC)                A-1         13,015,000
                  -------------------------------------------------------
  1,490,000       Wells, MN, 5.00% TOBs (Stokely, Inc.)/(NBD Bank, NA,
                  Indianapolis LOC), Optional Tender 12/1/1995               A-1+         1,490,000
                  -------------------------------------------------------
  3,000,000       White Bear Lake, MN, (Series 1993) Weekly VRDNs (Taylor
                  Corp.)/(Norwest Bank Minnesota, Minneapolis LOC)           A-1+         3,000,000
                  -------------------------------------------------------
  5,180,000       White Bear, MN Weekly VRDNs (Thermoform Plastic,
                  Inc.)/(Norwest Bank Minnesota, Minneapolis LOC)            A-1+         5,180,000
                  -------------------------------------------------------
  2,000,000       Winsted, MN IDA Weekly VRDNs (Sterner Lighting
                  Systems)/(Fleet National Bank, Providence, R.I. LOC)       A-1          2,000,000
                  -------------------------------------------------------              ------------
                  Total                                                                 340,501,373
                  -------------------------------------------------------              ------------
</TABLE>


MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>


<C>         <S>                                                             <C>         <C> 
 PRINCIPAL                                                                  CREDIT
  AMOUNT                                                                    RATING*       VALUE
- ----------- ----- -------------------------------------------------------   -------    ------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------
                  PUERTO RICO--0.3%
                  -------------------------------------------------------
$ 1,000,000       Puerto Rico Government Development Bank Weekly VRDNs
                  (Credit Suisse, Zurich LOC)                                A-1+      $  1,000,000
                  -------------------------------------------------------              ------------
                  TOTAL INVESTMENTS (AT AMORTIZED COST)(B)                             $341,501,373
                  -------------------------------------------------------              ------------
</TABLE>


Securities that are subject to Alternative Minimum Tax represent 35.3% of the
portfolio as calculated based upon total portfolio market value.

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

(a) Denotes a restricted security which is subject to restrictions on resale,
    under Federal Securities laws. This security has been determined to be
    liquid under criteria established by the Board of Trustees. At the end of
    the period, this security amounted to $4,800,000 which represents 1.4% of
    net assets.

(b) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($343,863,341) at October 31, 1995.

The following acronyms are used throughout this portfolio:
<TABLE>
<S>    <C>
BANs   -- Bond Anticipation Notes
COL    -- Collateralized
CP     -- Commercial Paper
FSA    -- Financial Security Assurance
GNMA   -- Government National Mortgage Association
GO     -- General Obligation
GTD    -- Guaranty
HFA    -- Housing Finance Authority
IDA    -- Industrial Development Authority
IDR    -- Industrial Development Revenue
IDRB   -- Industrial Development Revenue Bonds
INS    -- Insured
ISD    -- Independent School District
LIQ    -- Liquidity Agreement
LOC    -- Letter of Credit
PCR    -- Pollution Control Revenue
PRF    -- Prerefunded
SFM    -- Single Family Mortgage
TANs   -- Tax Anticipation Notes
TOBs   -- Tender Option Bonds
TRANs  -- Tax and Revenue Anticipation Notes
VRDNs  -- Variable Rate Demand Notes
</TABLE>


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

MINNESOTA MUNICIPAL CASH TRUST

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                    <C>         <C>
ASSETS:
- -------------------------------------------------------------------------------
Total investments in securities, at amortized cost and value                       $341,501,373
- -------------------------------------------------------------------------------
Cash                                                                                    780,299
- -------------------------------------------------------------------------------
Income receivable                                                                     2,441,223
- -------------------------------------------------------------------------------
Deferred expenses                                                                         2,452
- -------------------------------------------------------------------------------    ------------
     Total assets                                                                   344,725,347
- -------------------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------------------
Payable for shares redeemed                                            $ 75,028
- --------------------------------------------------------------------
Income distribution payable                                             656,222
- --------------------------------------------------------------------
Accrued expenses                                                        130,756
- --------------------------------------------------------------------   --------
     Total liabilities                                                                  862,006
- -------------------------------------------------------------------------------    ------------
NET ASSETS for 343,863,341 shares outstanding                                      $343,863,341
- -------------------------------------------------------------------------------    ------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- -------------------------------------------------------------------------------
INSTITUTIONAL SHARES:
- -------------------------------------------------------------------------------
($212,391,871 / 212,391,871 shares outstanding)                                           $1.00
- -------------------------------------------------------------------------------    ------------
CASH SERIES SHARES:
- -------------------------------------------------------------------------------
($131,471,470 / 131,471,470 shares outstanding)                                           $1.00
- -------------------------------------------------------------------------------    ------------
</TABLE>


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

MINNESOTA MUNICIPAL CASH TRUST

STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                         <C>         <C>          <C>
INVESTMENT INCOME:
- ----------------------------------------------------------------------------------
Interest                                                                             $13,813,482
- ----------------------------------------------------------------------------------
EXPENSES:
- ----------------------------------------------------------------------------------
Investment advisory fee                                                 $1,357,870
- ---------------------------------------------------------------------
Administrative personnel and services fee                                  256,977
- ---------------------------------------------------------------------
Custodian fees                                                              69,238
- ---------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                    98,154
- ---------------------------------------------------------------------
Directors'/Trustees' fees                                                    4,382
- ---------------------------------------------------------------------
Auditing fees                                                               14,885
- ---------------------------------------------------------------------
Legal fees                                                                   3,834
- ---------------------------------------------------------------------
Portfolio accounting fees                                                   66,897
- ---------------------------------------------------------------------
Distribution services fee--Cash Series Shares                              599,206
- ---------------------------------------------------------------------
Shareholder services fee--Institutional Shares                             549,269
- ---------------------------------------------------------------------
Shareholder services fee--Cash Series Shares                               299,603
- ---------------------------------------------------------------------
Share registration costs                                                    29,486
- ---------------------------------------------------------------------
Printing and postage                                                        23,165
- ---------------------------------------------------------------------
Insurance premiums                                                           8,171
- ---------------------------------------------------------------------
Miscellaneous                                                                4,686
- ---------------------------------------------------------------------   ----------
     Total expenses                                                      3,385,823
- ---------------------------------------------------------------------
Waivers--
- ---------------------------------------------------------------------
  Waiver of investment advisory fee                         $(906,031)
- ----------------------------------------------------------
  Waiver of distribution services fee--Cash Series Shares    (407,672)
- ----------------------------------------------------------
  Waiver of shareholder services fee--Institutional Shares   (549,269)
- ----------------------------------------------------------
  Waiver of shareholder services fee--Cash Series Shares      (11,773)
- ----------------------------------------------------------  ---------
     Total waivers                                                      (1,874,745)
- ---------------------------------------------------------------------   ----------
          Net expenses                                                                 1,511,078
- ----------------------------------------------------------------------------------   -----------
               Net investment income                                                 $12,302,404
- ----------------------------------------------------------------------------------   -----------
</TABLE>


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

MINNESOTA MUNICIPAL CASH TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                      YEAR ENDED OCTOBER 31,
                                                                  ------------------------------
                                                                      1995             1994
                                                                  -------------    -------------
<S>                                                               <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
- ---------------------------------------------------------------
OPERATIONS--
- ---------------------------------------------------------------
Net investment income                                             $  12,302,404    $   6,226,990
- ---------------------------------------------------------------   -------------    -------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ---------------------------------------------------------------
Distributions from net investment income
- ---------------------------------------------------------------
  Institutional Shares                                               (8,269,227)      (4,475,720)
- ---------------------------------------------------------------
  Cash Series Shares                                                 (4,033,177)      (1,751,270)
- ---------------------------------------------------------------   -------------    -------------
     Change in net assets resulting from distributions
     to shareholders                                                (12,302,404)      (6,226,990)
- ---------------------------------------------------------------   -------------    -------------
SHARE TRANSACTIONS--
- ---------------------------------------------------------------
Proceeds from sale of shares                                      1,040,754,759      931,933,710
- ---------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of
distributions declared                                                4,384,166        1,945,475
- ---------------------------------------------------------------
Cost of shares redeemed                                            (955,314,263)    (913,227,051)
- ---------------------------------------------------------------   -------------    -------------
     Change in net assets resulting from share transactions          89,824,662       20,652,134
- ---------------------------------------------------------------   -------------    -------------
          Change in net assets                                       89,824,662       20,652,134
- ---------------------------------------------------------------
NET ASSETS:
- ---------------------------------------------------------------
Beginning of period                                                 254,038,679      233,386,545
- ---------------------------------------------------------------   -------------    -------------
End of period                                                     $ 343,863,341    $ 254,038,679
- ---------------------------------------------------------------   -------------    -------------
</TABLE>


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

MINNESOTA MUNICIPAL CASH TRUST

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
(1) ORGANIZATION

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

(2) SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

     CONCENTRATION OF CREDIT RISK--Since the Fund invests a substantial portion
     of its assets in issuers located in one state, it will be more susceptible
     to factors adversely affecting issuers of that state than would be a
     comparable tax-exempt mutual fund that invests nationally. In order to
     reduce the credit risk associated with such factors, at October 31, 1995,
     73.4% of the securities in the portfolio of investments are backed by
     letters of credit or bond insurance of various financial institutions and
     financial guaranty assurance agencies. The value of investments insured by
     or

MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

     supported (backed) by a letter of credit for any one institution or agency
     does not exceed 10.9% of total investments.

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

     RESTRICTED SECURITIES--Restricted securities are securities that may only
     be resold upon registration under federal securities laws or in
     transactions exempt from such registration. In some cases, the issuer of
     restricted securities has agreed to register such securities for resale, at
     the issuer's expense either upon demand by the Fund or in connection with
     another registered offering of the securities. Many restricted securities
     may be resold in the secondary market in transactions exempt from
     registration. Such restricted securities may be determined to be liquid
     under criteria established by the Board of Trustees. The Fund will not
     incur any registration costs upon such resales. The Fund's restricted
     securities are valued at the price provided by dealers in the secondary
     market or, if no market prices are available, at the fair value as
     determined by the Fund's pricing committee. Additional information on each
     restricted security held at October 31, 1995 is as follows:
<TABLE>
<CAPTION>
                                                     FUND
                    SECURITY                   ACQUISITION DATE          ACQUISITION COST
     ---------------------------------------   -----------------         -----------------
     <S>                                       <C>                       <C>
     Minneapolis/St. Paul MN Housing Finance
       Board, SFM Revenue Bonds, Merlots
     (Series D)                                     10/5/95                  4,800,000
</TABLE>


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

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At October 31, 1995, capital paid-in aggregated $343,863,341.
Transactions in shares were as follows:
<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                                                  -----------------------------
                     INSTITUTIONAL SHARES                             1995             1994
- ---------------------------------------------------------------   ------------     ------------
<S>                                                               <C>              <C>
Shares sold                                                        546,893,719      554,305,186
- ---------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                             425,031          266,557
- ---------------------------------------------------------------
Shares redeemed                                                   (494,630,825)    (560,732,943)
- ---------------------------------------------------------------   ------------     ------------
  Net change resulting from Institutional share transactions        52,687,925       (6,161,200)
- ---------------------------------------------------------------   ------------     ------------
</TABLE>


MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                                                  -----------------------------
                      CASH SERIES SHARES                              1995             1994
- ---------------------------------------------------------------   ------------     ------------
<S>                                                               <C>              <C>
Shares sold                                                        493,861,040      377,628,524
- ---------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                           3,959,135        1,678,918
- ---------------------------------------------------------------
Shares redeemed                                                   (460,683,438)    (352,494,108)
- ---------------------------------------------------------------   ------------     ------------
  Net change resulting from Cash Series share transactions          37,136,737       26,813,334
- ---------------------------------------------------------------   ------------     ------------
     Net change resulting from share transactions                   89,824,662       20,652,134
- ---------------------------------------------------------------   ------------     ------------
</TABLE>


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Federated Management, the Fund's investment adviser,
(the "Adviser"), receives for its services an annual investment advisory fee
equal to .40 of 1% of the Fund's average daily net assets. The Adviser may
voluntarily choose to waive any portion of its fee and/or reimburse certain
operating expenses of the Fund. The Adviser can modify or terminate this
voluntary waiver and/or reimbursement at any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services under the Administrative
Services Agreement, provides the Fund with administrative personnel and
services. This fee is based on the level of average aggregate daily net assets
of all funds advised by subsidiaries of Federated Investors for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

DISTRIBUTION SERVICES FEE--The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will
compensate Federated Securities Corp. ("FSC"), the principal distributor, from
the daily net assets of the Fund to finance activities intended to result in the
sale of the Fund's Cash Series Shares. The Plan provides that the Fund may incur
distribution expenses up to .50 of 1% of the average daily net assets of the
Cash Series Shares, annually, to compensate FSC. FSC may voluntarily choose to
waive a portion of its fee. FSC can modify or terminate this voluntary waiver at
any time at its sole discretion.

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services ("FSS"), the Fund will pay FSS up to .25 of
1% of average daily net assets of each class of shares for the period. This fee
is to obtain certain services for shareholders and to maintain shareholder
accounts. FSS may voluntarily choose to waive a portion of its fee. FSS can
modify or terminate this voluntary waiver at any time at its sole discretion.
For the fiscal year ended, October 31, 1995, the Institutional Shares fully
waived its shareholder services fee.

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

MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

PORTFOLIO ACCOUNTING FEES--FServ maintains the Fund's accounting records for
which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.

INTERFUND TRANSACTIONS--During the year ended October 31, 1995, the Fund engaged
in purchase and sale transactions with funds that have a common investment
adviser, common Directors/Trustees, and/or common Officers. These transactions
were made at current market value pursuant to Rule 17a-7 under the Act amounting
to $476,190,000 and $428,480,000, respectively.

GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.

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

To the Shareholders and Board of Trustees of

FEDERATED MUNICIPAL TRUST
(Minnesota Municipal Cash Trust):

We have audited the accompanying statement of assets and liabilities of
Minnesota Municipal Cash Trust (an investment portfolio of Federated Municipal
Trust, a Massachusetts business trust), including the schedule of portfolio
investments, as of October 31, 1995, the related statement of operations for the
year then ended, and the statement of changes in net assets for each of the two
years in the period then ended and the financial highlights (see pages 2 and 16
of the prospectus) for the periods presented. These financial statements and
financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Minnesota Municipal Cash Trust (an investment portfolio of Federated Municipal
Trust) as of October 31, 1995, the results of its operations for the year then
ended, and the changes in its net assets for each of the two years in the period
then ended and the financial highlights for the periods presented, in conformity
with generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
December 15, 1995

ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>             <C>                                       <C>
Minnesota Municipal Cash Trust
                Cash Series Shares                        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 8600
                                                          Boston, MA 02266-8600
- ----------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                P.O. Box 8600
                                                          Boston, MA 02266-8600
- ----------------------------------------------------------------------------------------------
Independent Public Accountants
                Arthur Andersen LLP                       2100 One PPG Place
                                                          Pittsburgh, PA 15222
- ----------------------------------------------------------------------------------------------
</TABLE>


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

- --------------------------------------------------------------------------------
                                      MINNESOTA MUNICIPAL
                                      CASH TRUST
                                      CASH SERIES SHARES
                                      PROSPECTUS

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

                                      Prospectus dated December 31, 1995

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      CUSIP 314229873
      0082715A-CSS (12/95)

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

- --------------------------------------------------------------------------------
MINNESOTA MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SHARES
PROSPECTUS

The Institutional Shares of Minnesota 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 primarily in short-term Minnesota
municipal securities, including securities of states, territories, and
possessions of the United States which are not issued by or on behalf of
Minnesota, or its political subdivisions and financing authorities, but which
provide income exempt from federal regular income tax and the regular personal
income taxes imposed by the State of Minnesota consistent with stability of
principal.

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 December 31,
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,
or a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995

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

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

FINANCIAL HIGHLIGHTS--
  INSTITUTIONAL SHARES                                                         2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
  Minnesota Municipal Securities                                               6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7

FUND INFORMATION                                                               7
- ------------------------------------------------------

  Management of the Fund                                                       7
  Distribution of Institutional Shares                                         8
  Administration of the Fund                                                   9

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

HOW TO PURCHASE SHARES                                                         9
- ------------------------------------------------------

HOW TO REDEEM SHARES                                                          10
- ------------------------------------------------------

ACCOUNT AND SHARE INFORMATION                                                 11
- ------------------------------------------------------

TAX INFORMATION                                                               12
- ------------------------------------------------------

  Federal Income Tax                                                          12
  State and Local Taxes                                                       13

OTHER CLASSES OF SHARES                                                       13
- ------------------------------------------------------
PERFORMANCE INFORMATION                                                       14
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--
  CASH SERIES SHARES                                                          15
- ------------------------------------------------------

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

REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                                                 33
- ------------------------------------------------------

ADDRESSES                                                                     34
- ------------------------------------------------------

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                             <C>      <C>
                                     INSTITUTIONAL SHARES
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price).................................................     None
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price).................................................     None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)...............................     None
Redemption Fee (as a percentage of amount redeemed, if applicable)....................     None
Exchange Fee..........................................................................     None
                                   ANNUAL OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver)(1)......................................................    0.13%
12b-1 Fee.............................................................................     None
Total Other Expenses..................................................................    0.17%
  Shareholder Services Fee (after waiver)(2).................................    0.00%
     Total Operating Expenses(3)......................................................    0.30%
</TABLE>


(1) The management fee has been reduced to reflect the voluntary waiver of a
    portion of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.40%.

(2) The maximum shareholder services fee is 0.25%.

(3) The total operating expenses would have been 0.82% absent the voluntary
    waivers of a portion of the management fee and the shareholder services fee.

     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Shares of the
Fund will bear, either directly or indirectly. For more complete descriptions of
the various costs and expenses, see "Fund Information." Wire-transferred
redemptions of less than $5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
                      EXAMPLE                          1 year     3 years     5 years     10 years
- ----------------------------------------------------   ------     -------     -------     --------
<S>                                                      <C>        <C>         <C>         <C>
You would pay the following expenses on a $1,000
  investment, assuming (1) 5% annual return and (2)
  redemption at the end of each time period.........     $3         $10         $17         $ 38
</TABLE>


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

MINNESOTA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 33.
<TABLE>
<CAPTION>
                                                               YEAR ENDED OCTOBER 31,
                                         -------------------------------------------------------------------
                                          1995        1994        1993        1992        1991       1990(A)
                                         ------      ------      ------      ------      ------      -------
<S>                                      <C>         <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD     $ 1.00      $ 1.00      $ 1.00      $ 1.00      $ 1.00      $ 1.00
- --------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------
  Net investment income                    0.04        0.03        0.02        0.03        0.05        0.01
- --------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------
  Distributions from net investment
  income                                  (0.04)      (0.03)      (0.02)      (0.03)      (0.05)      (0.01)
- --------------------------------------   ------      ------      ------      ------      ------      ------
NET ASSET VALUE, END OF PERIOD           $ 1.00      $ 1.00      $ 1.00      $ 1.00      $ 1.00      $ 1.00
- --------------------------------------   ------      ------      ------      ------      ------      ------
TOTAL RETURN (B)                           3.82%       2.58%       2.43%       3.19%       4.89%       0.90%
- --------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------
  Expenses                                 0.30%       0.31%       0.31%       0.31%       0.30%       0.01%*
- --------------------------------------
  Net investment income                    3.77%       2.55%       2.40%       3.10%       4.73%       6.45%*
- --------------------------------------
  Expense waiver/reimbursement (c)         0.52%       0.34%       0.34%       0.33%       0.43%       0.69%*
- --------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------
  Net assets, end of period (000
  omitted)                               $212,392    $159,704    $165,865    $245,168    $124,603    $75,904
- --------------------------------------
</TABLE>


* Computed on an annualized basis.

(a) Reflects operations for the period from September 10, 1990 (date of initial
    public investment) to October 31, 1990.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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

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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust September 1, 1989. The Declaration of Trust permits the Trust to offer
separate series of shares representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Institutional Shares and Cash Series
Shares. This prospectus relates only to Institutional Shares of the Fund, which
are designed primarily for financial institutions acting in a fiduciary capacity
as a convenient means of accumulating an interest in a professionally managed,
non-diversified portfolio investing primarily in short-term Minnesota municipal
securities. The Fund may not be a suitable investment for retirement plans or
for non-Minnesota taxpayers because it invests in municipal securities of that
state. A minimum initial investment of $25,000 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 regular personal income taxes imposed by the State of
Minnesota consistent with stability of principal. 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
complying with the various requirements of Rule 2a-7 under the Investment
Company Act of 1940 which regulates money market mutual funds and by following
the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
Minnesota municipal securities (as defined below) maturing in 13 months or less.
As a matter of investment policy, which cannot be changed without shareholder
approval, the Fund invests its assets so that (1) at least 80% of the Fund's
annual interest income will be exempt from federal regular income tax and
Minnesota regular personal income tax ("exempt interest dividends"); and (2) at
least 95% of the exempt interest dividends that the Fund pays to its
shareholders will derive interest income from Minnesota municipal obligations.
The remaining 5% of such exempt interest dividends paid to shareholders will
derive either from interest income on Minnesota municipal securities or interest
income which is exempt from both federal regular and Minnesota regular personal
income taxes. (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 Minnesota 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 Minnesota state income tax imposed upon non-corporate taxpayers ("Minnesota
Municipal Securities"). Examples of Minnesota Municipal Securities include, but
are not limited to:

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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in Minnesota
     Municipal Securities from financial institutions such as commercial and
     investment banks, savings 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 Minnesota 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. Lease obligations may be subject to periodic appropriation.
     Municipal leases are subject to certain specific risks in the event of
     default or failure of appropriation.

CREDIT ENHANCEMENT.  Certain of the Fund's acceptable investments may be credit
enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.

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

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

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, all of comparable quality
to other securities in which the Fund invests, such as: obligations issued by or
on behalf of municipal or corporate issuers; 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 Minnesota
Municipal Securities is subject to the federal alternative minimum tax.

MINNESOTA MUNICIPAL SECURITIES
Minnesota 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.

Minnesota 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 Minnesota 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 Minnesota 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 Minnesota 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 Minnesota
Municipal Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Minnesota 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
Minnesota 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 Minnesota 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 directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of its cash value with an agreement to buy it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow up to
one-third of the value of its total assets and pledge up to 15% of the value of
its total assets to secure such borrowings. These investment limitations cannot
be changed without shareholder approval.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES.  The Fund 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 .40 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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SHARES

Federated Securities Corp. is the principal distributor for Institutional 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.  The Fund has entered into a Shareholder Services
Agreement with Federated Shareholder Services, a subsidiary of Federated
Investors, under which the Fund may make payments up to .25 of 1% of the average
daily net asset value of Institutional Shares, computed at an annual rate, to
obtain certain personal services for shareholders and provide maintenance of
shareholder accounts ("shareholder services"). From time to time and for such
periods as deemed appropriate, the amount stated above may be reduced
voluntarily.

Under the Shareholder Services Agreement, Federated Shareholder Services will
either perform shareholder services directly or will select financial
institutions to perform shareholder services. Financial institutions will
receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS.  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.

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


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

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

The Fund attempts to stabilize the net asset value of Institutional Shares at
$1.00 by valuing the portfolio securities using the amortized cost method. The
net asset value per share is determined by subtracting liabilities attributable
to shares from the value of Fund assets attributable to shares, 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, Monday through Friday, except on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

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 is open for business. Shares may be purchased either by wire or by
check. The Fund reserves the right to reject any purchase request.

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone. The
minimum initial investment is $25,000. However, an account may be opened with a
smaller amount as long as the minimum is reached within 90 days. Minimum
investments will be calculated by combining all accounts maintained with the
Fund. Financial institutions may impose different minimum investment
requirements on their customers.

PURCHASING SHARES BY WIRE.  Shares may be purchased by Federal Reserve wire by
calling the Fund before 1:00 p.m. (Eastern time) to place an order. The order is
considered received immediately. Payment by federal funds must be received
before 3:00 p.m. (Eastern time) that 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: Minnesota Municipal Cash
Trust--Institutional Shares; 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. Questions on
wire purchases should be directed to your shareholder services representative at
the telephone number listed on your account statement.

PURCHASING SHARES BY CHECK.  Shares may be purchased by mailing a check made
payable to Minnesota Municipal Cash Trust--Institutional Shares to: Federated
Services Company, P.O. Box 8600, Boston, MA 02266-8600. Orders by mail are
considered received when payment by check is converted into federal funds. This
is normally the next business day after the check is received.

SUBACCOUNTING SERVICES.  Financial institutions are encouraged to open single
master accounts. A subaccounting system is available through the transfer agent
to minimize internal recordkeeping requirements. The transfer agent charges a
fee based on the level of subaccounting services rendered. Financial
institutions may charge or pass through subaccounting fees as part of or in
addition to normal trust or agency account fees. They may also charge fees for
other services provided which may be related to the ownership of Fund shares.
This prospectus should, therefore, be read together with any agreement between
the customer and the financial institution with regard to the services provided,
the fees charged for those services, and any restrictions and limitations
imposed. State securities laws may require certain financial institutions such
as depository institutions to register as dealers.

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

Shares are redeemed at their net asset value next determined after Federated
Services Company 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 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 p.m (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 dividend. Proceeds from
redemption requests received after that time include that day's dividend but
will be wired the following business day. Proceeds from redemption requests
received on holidays when wire transfers are restricted will be wired the
following business day. Questions about telephone redemptions on days when wire
transfers are restricted should be directed to your shareholder services
representative at the telephone number listed on your account statement.

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 to: Federated Services Company, P.O. Box 8600, Boston, MA
02266-8600. If shares certificates have been issued, they should be sent
unendorsed with the written request by registered or certified mail to the
address noted above.

The written request should state: the Fund name and the class designation; 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. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the 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 association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm 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.

ACCOUNT AND SHARE 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. Shares purchased by
wire before 1:00 p.m. (Eastern time) begin earning dividends that day. Shares
purchased by check begin earning dividends the day after the check is converted
into federal funds.

CAPITAL GAINS.  The Fund does not expect to realize any capital gains or losses.
If capital gains or losses were to occur, they could result in an increase or
decrease in dividends. The Fund will distribute in cash or additional shares any
realized net long-term capital gains at least once every 12 months.

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 all
transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES.  Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account balance

falls below a required minimum value of $25,000 due to shareholder redemptions.
Before shares are redeemed to close an account, the shareholder is notified in
writing and allowed 30 days to purchase additional shares to meet the minimum
requirement.

VOTING RIGHTS.  Each shareholder has one vote in Trustee elections and other
matters submitted to shareholders for vote. All shares of all classes of each
portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. 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 election of Trustees under certain
circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

As of December 4, 1995, Resource Bank & Trust Co., Minneapolis, MN, and Var &
Co., St. Paul, MN, owned 25.57% and 49.63%, respectively, of the voting
securities of the Fund's Institutional Shares and, therefore, may, for certain
purposes, be deemed to control the Fund and be able to affect the outcome of
certain matters presented for a vote of shareholders.

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
Minnesota. Shareholders are urged to consult their own tax advisers regarding
the status of their accounts under state and local tax laws.

MINNESOTA TAXES.  Under existing Minnesota laws, distributions made by the Fund
will be exempt from Minnesota regular personal income taxes provided that such
distributions qualify as exempt-interest dividends under the Internal Revenue
Code, and provided further that 95% of such distributions are derived from
interest on obligations issued by the State of Minnesota or any of its political
or governmental subdivisions, municipalities, or governmental agencies or
instrumentalities. Distributions made by the Fund will also be exempt to the
extent that they are derived from interest on federal obligations and are
reported federally as dividend income by shareholders. Conversely, to the extent
that distributions made by the Fund are derived from other types of obligations,
such distributions will be subject to Minnesota regular personal income taxes.

Dividends of the Fund are not exempt from Minnesota corporate income taxes.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund also offers another class of shares called Cash Series Shares. Cash
Series Shares are sold at net asset value primarily to retail customers of
financial institutions and are subject to a minimum initial investment of
$10,000 over a 90-day period.

All classes are subject to certain of the same expenses.

Cash Series Shares are distributed under a 12b-1 Plan adopted by the Fund and
also are subject to shareholder services fees.

Expense differences between classes may affect the performance of each class.

To obtain more information and a prospectus for any other class, investors may
call 1-800-235-4669.

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

From time to time, the Fund advertises its total return, yield, effective yield,
and tax-equivalent yield for shares. The performance figures will be calculated
separately for each class of shares.

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 shares, tax-exempt yield, assuming a specific tax rate.
Total return represents the change, over a specified period of time, in the
value of an investment in the shares 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 the
Fund's performance to certain indices.

MINNESOTA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--CASH SERIES SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants, on page 33.
<TABLE>
<CAPTION>
                                                            YEAR ENDED OCTOBER 31,
                                              --------------------------------------------------
                                               1995       1994       1993       1992      1991(A)
                                              ------     ------     ------     ------     ------
<S>                                           <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD          $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
- ------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------
  Net investment income                         0.03       0.02       0.02       0.03       0.04
- ------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------
  Distributions from net investment income     (0.03)     (0.02)     (0.02)     (0.03)     (0.04)
- ------------------------------------------    ------     ------     ------     ------     ------
NET ASSET VALUE, END OF PERIOD                $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
- ------------------------------------------    ------     ------     ------     ------     ------
TOTAL RETURN (B)                                3.41%      2.17%      2.02%      2.78%      3.60%
- ------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------
  Expenses                                      0.70%      0.71%      0.71%      0.71%      0.64%*
- ------------------------------------------
  Net investment income                         3.37%      2.15%      2.01%      2.75%      4.11%*
- ------------------------------------------
  Expense waiver/reimbursement (c)              0.62%      0.61%      0.44%      0.44%      0.59%*
- ------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------
  Net assets, end of period (000 omitted)     $131,471   $94,335    $67,521    $75,044    $69,747
- ------------------------------------------
</TABLE>


  * Computed on an annualized basis.

(a) Reflects operations for the period from January 7, 1991 (date of initial
    public investment) to October 31, 1991.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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

MINNESOTA MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--99.3%
- -----------------------------------------------------------------------
                MINNESOTA--99.0%
                -------------------------------------------------------
$ 6,750,000     Anoka City, MN Solid Waste Disposal Authority, 3.85% CP
                (United Power Associates)/(National Rural Utilities
                Cooperative Finance Corp. GTD), Mandatory Tender
                11/10/1995                                                VMIG1      $  6,750,000
                -------------------------------------------------------
  2,050,000     Anoka, MN, Multifamily Housing Revenue Bonds Weekly
                VRDNs (Walker Plaza Project)/(First Bank NA,
                Minneapolis LOC)                                           A-1          2,050,000
                -------------------------------------------------------
  3,880,000     Apple Valley, MN, IDRB (Series 1995) Weekly VRDNs (AV
                Development Company Project)/(Firstar Bank, Minnesota
                LOC)                                                       A-1          3,880,000
                -------------------------------------------------------
  2,800,000     Baudette, MN, IDR (Series 1989) Weekly VRDNs (Reid
                Powell, Inc.)/(Nationsbank of Georgia, N.A. LOC)           P-1          2,800,000
                -------------------------------------------------------
  2,000,000     Becker, MN, PCR (Series 1993-B), 3.75% CP (Northern
                States Power Co.), Mandatory Tender 1/25/1996             VMIG1         2,000,000
                -------------------------------------------------------
  4,500,000     Becker, MN, PCR (Series 1993A & B), 3.80% CP (Northern
                States Power Co.), Mandatory Tender 11/21/1995            VMIG1         4,500,000
                -------------------------------------------------------
  4,000,000     Becker, MN, PCR (Series 1993A & B), 3.80% CP (Northern
                States Power Co.), Mandatory Tender 11/22/1995            VMIG1         4,000,000
                -------------------------------------------------------
  1,000,000     Bloomington, MN Port Authority, Special Tax Revenue
                Refunding Bonds (Series 1994B) Weekly VRDNs (Mall of
                America)/(FSA INS)/(Credit Local de France LIQ)            A-1+         1,000,000
                -------------------------------------------------------
  3,600,000     Bloomington, MN, IDRB (Series 1995) Weekly VRDNs (Now
                Technologies, Inc. Project)/(Norwest Bank Minnesota,
                Minneapolis LOC)                                           A-1+         3,600,000
                -------------------------------------------------------
  5,000,000     Bloomington, MN, Multi-Family Housing Weekly VRDNs
                (Crowl Bloomington Apartments)/(Citibank NA, New York
                LOC)                                                       P-1          5,000,000
                -------------------------------------------------------
  3,490,000     Brooklyn Center, MN, ISD #286, 4.70% TANs (Minnesota
                State GTD), 3/27/1996                                     NR(2)         3,491,332
                -------------------------------------------------------
</TABLE>


MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
                                                                                     ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                MINNESOTA--CONTINUED
                -------------------------------------------------------
$ 8,080,000     Burnsville, MN, Multi-Family Housing Weekly VRDNs
                (Berkshire of Burnsville)/(Sumitomo Bank Ltd., Osaka
                LOC)                                                       A-1       $  8,080,000
                -------------------------------------------------------
  1,270,000     Chaska, MN IDA Weekly VRDNs (Laeration Industries)/
                (Norwest Bank Minnesota, Minneapolis LOC)                  A-1+         1,270,000
                -------------------------------------------------------
  1,900,000     Coon Rapids, MN Hospital Authority, (Series 1985)
                Weekly VRDNs (Health Central System)/(First Bank NA,
                Minneapolis LOC)                                           A-1          1,900,000
                -------------------------------------------------------
  1,065,000     Crosby-Ironton, MN Independent School District No. 182,
                GO Tax Anticipation Certificates of Indebtedness
                (Series 1995A), 4.75% TANs (Minnesota State GTD),
                3/22/1996                                                 NR(2)         1,065,194
                -------------------------------------------------------
  5,500,000     Crystal, MN IDA Weekly VRDNs (Crystal Gallery Mall,
                MN)/(Citibank NA, New York LOC)                            P-1          5,500,000
                -------------------------------------------------------
 10,745,000     Dakota County & Washington County MN Housing &
                Redevelopment Authority, Bloomington Mortgage Revenue,
                5.75% TOBs (GNMA COL)/(Meridian Bank, Reading, PA LIQ),
                Optional Tender 9/1/1996                                  NR(1)        10,896,281
                -------------------------------------------------------
  1,835,000     Dakota County, MN Housing & Redevelopment Authority,
                (Custodial Receipts), 5.10% TOBs (GNMA COL)/(Meridian
                Bank, Reading, PA LIQ), Optional Tender 3/1/1996          NR(1)         1,835,000
                -------------------------------------------------------
  3,000,000     Dakota County, Washington County & Anoka City, MN
                Housing & Redevelopment Authority, (Custodial
                Receipts)/(Series 1988), 4.35% TOBs (United States
                Treasury COL)/(Meridian Bank, Reading, PA LIQ),
                Optional Tender 11/1/1995                                 NR(1)         3,000,000
                -------------------------------------------------------
  4,785,000     Duluth, MN, GO Certificate of Indebtedness (Series
                1995), 5.00% TANs, 12/29/1995                             NR(3)         4,785,874
                -------------------------------------------------------
  8,000,000     Eagan, MN, Multi-Family Housing (Series 1992A) Weekly
                VRDNs (Cinnamon Ridge)/(Mellon Bank NA, Pittsburgh LOC)   VMIG1         8,000,000
                -------------------------------------------------------
</TABLE>


MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
                                                                                     ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                MINNESOTA--CONTINUED
                -------------------------------------------------------
$   870,000     Eden Prairie, MN IDA, #194 Weekly VRDNs (Richard W.
                Cohen Project)/(Norwest Bank Minnesota, Minneapolis
                LOC)                                                       P-1       $    870,000
                -------------------------------------------------------
    138,004     Eden Prairie, MN IDA, (Series 1987) Weekly VRDNs
                (Minnesota Supply Co.)/(Norwest Bank Minnesota,
                Minneapolis LOC)                                           P-1            138,004
                -------------------------------------------------------
  1,200,000     Elk River, MN Weekly VRDNs (Tescom Project)/(Norwest
                Bank Minnesota, Minneapolis LOC)                           P-1          1,200,000
                -------------------------------------------------------
  5,000,000     Faribault, MN IDA, (Series 1988) Weekly VRDNs (Jerome
                Foods)/(Norwest Bank Minnesota, Minneapolis LOC)           P-1          5,000,000
                -------------------------------------------------------
  1,000,000     Hennepin Co. MN, (Series 1995C) Weekly VRDNs (Hennepin
                Co. MN GTD)                                               NR(1)         1,000,000
                -------------------------------------------------------
  2,500,000     Hubbard County, MN, Solid Waste Disposal (Series 1990)
                Weekly VRDNs (Potlatch Corp.)/(Credit Suisse, Zurich
                LOC)                                                       A-1+         2,500,000
                -------------------------------------------------------
  4,000,000     Maple Grove, MN IDA, (Series 1991A) Weekly VRDNs (Eagle
                Ridge, MN Apartments)/(Sumitomo Bank Ltd., Osaka LOC)      A-1          4,000,000
                -------------------------------------------------------
  3,000,000     Maple Grove, MN IDA, (Series 1991B) Weekly VRDNs (Eagle
                Ridge, MN Apartments)/(First Bank NA, Minneapolis LOC)     A-1          3,000,000
                -------------------------------------------------------
  2,025,000     Maplewood, MN, Multi-Family Housing (Series 1993)
                Weekly VRDNs (Silver Ridge Project)/(Federal Home Loan
                Bank of Chicago LOC)                                       A-1+         2,025,000
                -------------------------------------------------------
  2,640,000     Mendota Heights, MN, Multi-Family Revenue Bonds Weekly
                VRDNs (Lexington Heights Apartments)/ (Sumitomo Bank
                Ltd., Osaka LOC)                                           A-1          2,640,000
                -------------------------------------------------------
  1,000,000     Metropolitan Council, MN, Minneapolis-St. Paul
                Metropolitan Area (Series B), 5.50% Bonds, 12/1/1995      NR(1)         1,000,832
                -------------------------------------------------------
  5,000,000     Minneapolis Special School District, MN, GO Tax
                Anticipation Certificate of Indebtedness Independent
                School District No 1, 5.75% TANs, 1/25/1996               SP-1+         5,007,196
                -------------------------------------------------------
</TABLE>


MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
                                                                                     --------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                MINNESOTA--CONTINUED
                -------------------------------------------------------
$   715,000     Minneapolis, MN IDA Weekly VRDNs (JTJ Co.)/(First Bank
                NA, Minneapolis LOC)                                       P-1       $    715,000
                -------------------------------------------------------
  1,400,000     Minneapolis, MN, (Series 1989) Weekly VRDNs (Mt. Sinai
                Medical Building Association)/(Norwest Bank Minnesota,
                Minneapolis LOC)                                           A-1+         1,400,000
                -------------------------------------------------------
  7,000,000     Minneapolis, MN, (Series 1995B) Weekly VRDNs              VMIG1         7,000,000
                -------------------------------------------------------
  3,000,000     Minneapolis, MN, GO Bonds (Series 1995) Weekly VRDNs
                (Arena Acquisition Project (MN))                           A-1+         3,000,000
                -------------------------------------------------------
  3,870,000     Minneapolis, MN, Rental Housing Revenue Bonds (Series
                1994A), 5.40% TOBs (Driftwood Apartments
                Project)/(First Bank NA, Minneapolis LOC), Mandatory
                Tender 11/1/1995                                           A-1          3,870,000
                -------------------------------------------------------
  4,800,000 (a) Minneapolis/St. Paul MN Housing Finance Board, SFM
                Revenue Bonds, Merlots (Series D), 4.375% TOBs (GNMA
                COL)/(Meridian Bank, Reading, PA LIQ), Optional Tender
                4/1/1996                                                  NR(1)         4,800,000
                -------------------------------------------------------
  1,276,000     Minneapolis/St. Paul MN Housing Finance Board, Single
                Family Mortgage Revenue Bonds, 4.625% TOBs (GNMA
                COL)/(Meridian Bank, Reading, PA LIQ), Optional Tender
                11/1/1995                                                 NR(1)         1,276,000
                -------------------------------------------------------
  8,000,000     Minnesota State Commissioner of Iron Range Resources &
                Rehabilitation, (Series 1991) Weekly VRDNs (Louisiana-
                Pacific Corp.)/(Wachovia Bank of NC, NA, Winston-Salem
                LOC)                                                       P-1          8,000,000
                -------------------------------------------------------
  5,000,000     Minnesota State HFA, Single Family Mortgage Bonds
                (Series V), 4.95% TOBs (Bayerische Landesbank
                Girozentrale LOC), Mandatory Tender 12/14/1995             A-1+         5,000,000
                -------------------------------------------------------
  3,800,000     Minnesota State Higher Education Coordinating Board,
                (Series 1992A) Weekly VRDNs (First Bank NA, Minneapolis
                LIQ)                                                      VMIG1         3,800,000
                -------------------------------------------------------
  7,000,000     Minnesota State Higher Education Coordinating Board,
                1992 (Series B) Weekly VRDNs (First Bank NA,
                Minneapolis LIQ)                                          VMIG1         7,000,000
                -------------------------------------------------------
</TABLE>


MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
                                                                                     --------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                MINNESOTA--CONTINUED
                -------------------------------------------------------
$ 6,500,000     Minnesota State Higher Education Coordinating Board,
                1992 (Series C) Weekly VRDNs (First Bank NA,
                Minneapolis LIQ)                                          VMIG1      $  6,500,000
                -------------------------------------------------------
 12,700,000     Minnesota State Higher Education Coordinating Board,
                1992 (Series C) Weekly VRDNs (First Bank NA,
                Minneapolis LIQ)                                          VMIG1        12,700,000
                -------------------------------------------------------
  3,400,000     Minnesota State Higher Education Coordinating Board,
                Supplemental Student Loan Program Variable Rate
                Refunding Revenue Bonds (Series 1994A) Weekly VRDNs
                (Norwest Bank Minnesota, Minneapolis LIQ)                 VMIG1         3,400,000
                -------------------------------------------------------
  4,300,000     Minnesota State Higher Education Facility Authority
                Weekly VRDNs (Carlton College)/(Swiss Bank Corp., Basle
                LOC)                                                      VMIG1         4,300,000
                -------------------------------------------------------
  5,925,000     Minnesota State, 7.00% Bonds (United States Treasury
                PRF), 8/1/1996 (@100)                                     NR(1)         6,069,103
                -------------------------------------------------------
 11,000,000     Minnesota Tax and Aid Anticipation Borrowing Program,
                (Series 1995A), 4.25% TANs (Minnesota State GTD),
                8/23/1996                                                 NR(2)        11,025,570
                -------------------------------------------------------
  7,300,000     Minnesota Tax and Aid Anticipation Borrowing Program,
                Certificates of Participation, Aid Anticipation Series
                1995B, 4.30% TRANs (Minnesota State GTD), 9/13/1996       NR(2)         7,318,174
                -------------------------------------------------------
  9,800,000     Minnetonka, MN, Multi-Family Housing Revenue Bonds
                Weekly VRDNs (The Cliffs at Ridgedale)/(Citibank NA,
                New York LOC)                                              A-1          9,800,000
                -------------------------------------------------------
  5,900,000     Minnetonka, MN, Multifamily Housing Revenue Refunding
                Bonds (Series 1995) Weekly VRDNs (Southampton
                Apartments Project (MN))/(National Bank of Canada,
                Montreal LOC)                                              P-1          5,900,000
                -------------------------------------------------------
  1,300,000     New Brighton, MN, IDR Weekly VRDNs (Unicare Homes,
                Inc.)/(Banque Paribas, Paris LOC)                          A-1          1,300,000
                -------------------------------------------------------
</TABLE>


MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
                                                                                     --------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                MINNESOTA--CONTINUED
                -------------------------------------------------------
$ 1,000,000     New Hope, MN IDRB, (Series 1994) Weekly VRDNs (Gaines
                and Hanson Printing Co.)/(Norwest Bank Minnesota,
                Minneapolis LOC)                                           A-1+      $  1,000,000
                -------------------------------------------------------
  3,825,000     New Hope, MN Weekly VRDNs (Paddock Labs)/ (Norwest Bank
                Minnesota, Minneapolis LOC)                                P-1          3,825,000
                -------------------------------------------------------
  2,580,000     Olmsted County, MN Building Authority, Certificates of
                Participation Weekly VRDNs (Human Services
                Infrastructure)/(Sanwa Bank Ltd, Osaka LOC)                A-1+         2,580,000
                -------------------------------------------------------
  2,600,000     Perham, MN IDA Weekly VRDNs (Land O' Lakes, Inc.)/
                (Rabobank Nederland, Utrecht LOC)                          A-1+         2,600,000
                -------------------------------------------------------
  1,365,000     Plymouth, MN Weekly VRDNs (Nuaire, Inc.)/ (Norwest Bank
                Minnesota, Minneapolis LOC)                                P-1          1,365,000
                -------------------------------------------------------
  5,000,000     Plymouth, MN, IDRB (Series 1994) Weekly
                VRDNs (Olympic Steel, Inc.)/(National City Bank,
                Cleveland, OH LOC)                                         P-1          5,000,000
                -------------------------------------------------------
  1,690,000     Port of Austin, MN Weekly VRDNs (Mower House
                Color)/(Norwest Bank Minnesota, Minneapolis LOC)           P-1          1,690,000
                -------------------------------------------------------
  6,500,000     Rochester, MN Health Care Facility Authority Weekly
                VRDNs (Mayo Foundation)                                   VMIG1         6,500,000
                -------------------------------------------------------
  4,000,000     Rochester, MN Health Care Facility Authority Weekly
                VRDNs (Mayo Foundation)                                   VMIG1         4,000,000
                -------------------------------------------------------
  2,000,000     Rochester, MN Health Care Facility Authority, (Series
                C), 3.70% CP (Mayo Foundation), Mandatory Tender
                11/16/1995                                                VMIG1         2,000,000
                -------------------------------------------------------
  1,250,000     Rogers, MN IDA Weekly VRDNs (Metal Sales Manufacturing
                Corp.)/(Society National Bank, Cleveland, OH LOC)          P-1          1,250,000
                -------------------------------------------------------
  2,925,000     Rogers, MN IDA, Variable Rate Demand IDRB Weekly VRDNs
                (DAC Development, LLC Project)/(Norwest Bank Minnesota,
                Minneapolis LOC)                                           A-1+         2,925,000
                -------------------------------------------------------
</TABLE>


MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
                                                                                     --------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                MINNESOTA--CONTINUED
                -------------------------------------------------------
$ 8,000,000     Shakopee, MN Hospital Finance Authority Weekly VRDNs
                (St. Francis Regional Medical Center)/(Citibank NA, New
                York LOC)                                                  A-1       $  8,000,000
                -------------------------------------------------------
  2,000,000     Southern Minnesota Municipal Power Agency, 9.50% Bonds
                (United States Treasury PRF), 1/1/1996                    NR(1)         2,055,531
                -------------------------------------------------------
  7,000,000     St. Cloud, MN Hospital Facility Authority, (Series
                1990A) Weekly VRDNs (St. Cloud Hospital)/(Kredietbank
                N.V., Brussels LOC)                                        A-1+         7,000,000
                -------------------------------------------------------
  1,735,000     St. Cloud, MN Housing & Redevelopment Authority,
                Revenue Refunding Bonds (Series 1994A) Weekly VRDNs
                (Coborn's Incorporated Project)/(Norwest Bank
                Minnesota, Minneapolis LOC)                                A-1+         1,735,000
                -------------------------------------------------------
  3,000,000     St. Cloud, MN Housing & Redevelopment Authority,
                Revenue Refunding Bonds (Series 1994B) Weekly VRDNs
                (Coborn's Incorporated Project)/(Norwest Bank
                Minnesota, Minneapolis LOC)                                A-1+         3,000,000
                -------------------------------------------------------
    250,000     St. Louis Park Hennepin County, MN, GO (Series 1987C)
                Weekly VRDNs (Bayerische Vereinsbank AG, Munich LOC)      VMIG1           250,000
                -------------------------------------------------------
  5,000,000     St. Paul, MN Housing & Redevelopment Authority Weekly
                VRDNs (District Cooling St. Paul, Inc.)/
                (Credit Local de France LOC)                               A-1+         5,000,000
                -------------------------------------------------------
    500,000     St. Paul, MN Housing & Redevelopment Authority Weekly
                VRDNs (United Way)/(First Bank NA, Minneapolis LOC)        A-1            500,000
                -------------------------------------------------------
  2,350,000     St. Paul, MN Housing & Redevelopment Authority,
                (Series 1994) Weekly VRDNs (Minnesota Children's
                Museum)/(First Bank NA, Minneapolis LOC)                   A-1          2,350,000
                -------------------------------------------------------
  2,000,000     St. Paul, MN Housing & Redevelopment Authority,
                District Cooling Revenue Bonds (1995 Series I) Weekly
                VRDNs (Credit Local de France LOC)                         P-1          2,000,000
                -------------------------------------------------------
  7,250,000     St. Paul, MN Independent School District No. 625,
                (Series A), 5.375% TANs, 3/28/1996                         MIG1         7,281,855
                -------------------------------------------------------
</TABLE>


MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
                                                                                     --------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                MINNESOTA--CONTINUED
                -------------------------------------------------------
$ 4,600,000     St. Paul, MN Port Authority, (Series 1991) Weekly VRDNs
                (West Gate Office)/(First Bank NA, Minneapolis LOC)        A-1       $  4,600,000
                -------------------------------------------------------
  1,850,000     St. Peter, MN Independent School District #508, Aid
                Anticipation Certificates of Indebtedness, 3.96% BANs
                (Minnesota State GTD), 8/29/1996                          NR(2)         1,850,427
                -------------------------------------------------------
  1,000,000     Steele County, MN, IDRB (Series 1994) Weekly VRDNs
                (Blount, Inc.)/(Nationsbank of Georgia, N.A. LOC)          A-1          1,000,000
                -------------------------------------------------------
  6,500,000     University of Minnesota, (Series F), 3.65% TOBs
                (Regents of University of Minnesota), Optional Tender
                2/1/1996                                                   A-1+         6,500,000
                -------------------------------------------------------
 13,015,000     Washington County, MN Housing & Redevelopment
                Authority, (Series 90) Weekly VRDNs (Granada Pond
                Apartments)/(Sumitomo Bank Ltd., Osaka LOC)                A-1         13,015,000
                -------------------------------------------------------
  1,490,000     Wells, MN, 5.00% TOBs (Stokely, Inc.)/(NBD Bank, NA,
                Indianapolis LOC), Optional Tender 12/1/1995               A-1+         1,490,000
                -------------------------------------------------------
  3,000,000     White Bear Lake, MN, (Series 1993) Weekly VRDNs (Taylor
                Corp.)/(Norwest Bank Minnesota, Minneapolis LOC)           A-1+         3,000,000
                -------------------------------------------------------
  5,180,000     White Bear, MN Weekly VRDNs (Thermoform Plastic,
                Inc.)/(Norwest Bank Minnesota, Minneapolis LOC)            A-1+         5,180,000
                -------------------------------------------------------
  2,000,000     Winsted, MN IDA Weekly VRDNs (Sterner Lighting
                Systems)/(Fleet National Bank, Providence, R.I. LOC)       A-1          2,000,000
                -------------------------------------------------------              ------------
                Total                                                                 340,501,373
                -------------------------------------------------------              ------------
</TABLE>


MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
                                                                                     --------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                PUERTO RICO--0.3%
                -------------------------------------------------------
$ 1,000,000     Puerto Rico Government Development Bank Weekly VRDNs
                (Credit Suisse, Zurich LOC)                                A-1+      $  1,000,000
                -------------------------------------------------------              ------------
                TOTAL INVESTMENTS (AT AMORTIZED COST)(B)                             $341,501,373
                -------------------------------------------------------              ------------
</TABLE>


Securities that are subject to Alternative Minimum Tax represent 35.3% of the
portfolio as calculated based upon total portfolio market value.

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

(a) Denotes a restricted security which is subject to restrictions on resale
    under Federal Securities laws. This security has been determined to be
    liquid under criteria established by the Board of Trustees. At the end of
    the period, this security amounted to $4,800,000 which represents 1.4% of
    net assets.

(b) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($343,863,341) at October 31, 1995.

MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronyms are used throughout this portfolio:
<TABLE>
<S>    <C>
BANs   -- Bond Anticipation Notes
COL    -- Collateralized
CP     -- Commercial Paper
FSA    -- Financial Security Assurance
GNMA   -- Government National Mortgage Association
GO     -- General Obligation
GTD    -- Guaranty
HFA    -- Housing Finance Authority
IDA    -- Industrial Development Authority
IDR    -- Industrial Development Revenue
IDRB   -- Industrial Development Revenue Bonds
INS    -- Insured
ISD    -- Independent School District
LIQ    -- Liquidity Agreement
LOC    -- Letter of Credit
PCR    -- Pollution Control Revenue
PRF    -- Prerefunded
SFM    -- Single Family Mortgage
TANs   -- Tax Anticipation Notes
TOBs   -- Tender Option Bonds
TRANs  -- Tax and Revenue Anticipation Notes
VRDNs  -- Variable Rate Demand Notes
</TABLE>


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

MINNESOTA MUNICIPAL CASH TRUST

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                    <C>         <C>
ASSETS:
- -------------------------------------------------------------------------------
Total investments in securities, at amortized cost and value                       $341,501,373
- -------------------------------------------------------------------------------
Cash                                                                                    780,299
- -------------------------------------------------------------------------------
Income receivable                                                                     2,441,223
- -------------------------------------------------------------------------------
Deferred expenses                                                                         2,452
- -------------------------------------------------------------------------------    ------------
     Total assets                                                                   344,725,347
- -------------------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------------------
Payable for shares redeemed                                            $ 75,028
- --------------------------------------------------------------------
Income distribution payable                                             656,222
- --------------------------------------------------------------------
Accrued expenses                                                        130,756
- --------------------------------------------------------------------   --------
     Total liabilities                                                                  862,006
- -------------------------------------------------------------------------------    ------------
NET ASSETS for 343,863,341 shares outstanding                                      $343,863,341
- -------------------------------------------------------------------------------    ------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- -------------------------------------------------------------------------------
INSTITUTIONAL SHARES:
- -------------------------------------------------------------------------------
($212,391,871 / 212,391,871 shares outstanding)                                           $1.00
- -------------------------------------------------------------------------------    ------------
CASH SERIES SHARES:
- -------------------------------------------------------------------------------
($131,471,470 / 131,471,470 shares outstanding)                                           $1.00
- -------------------------------------------------------------------------------    ------------
</TABLE>


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

MINNESOTA MUNICIPAL CASH TRUST

STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                         <C>         <C>          <C>
INVESTMENT INCOME:
- ----------------------------------------------------------------------------------
Interest                                                                             $13,813,482
- ----------------------------------------------------------------------------------
EXPENSES:
- ----------------------------------------------------------------------------------
Investment advisory fee                                                 $1,357,870
- ---------------------------------------------------------------------
Administrative personnel and services fee                                  256,977
- ---------------------------------------------------------------------
Custodian fees                                                              69,238
- ---------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                    98,154
- ---------------------------------------------------------------------
Directors'/Trustees' fees                                                    4,382
- ---------------------------------------------------------------------
Auditing fees                                                               14,885
- ---------------------------------------------------------------------
Legal fees                                                                   3,834
- ---------------------------------------------------------------------
Portfolio accounting fees                                                   66,897
- ---------------------------------------------------------------------
Distribution services fee--Cash Series Shares                              599,206
- ---------------------------------------------------------------------
Shareholder services fee--Institutional Shares                             549,269
- ---------------------------------------------------------------------
Shareholder services fee--Cash Series Shares                               299,603
- ---------------------------------------------------------------------
Share registration costs                                                    29,486
- ---------------------------------------------------------------------
Printing and postage                                                        23,165
- ---------------------------------------------------------------------
Insurance premiums                                                           8,171
- ---------------------------------------------------------------------
Miscellaneous                                                                4,686
- ---------------------------------------------------------------------   ----------
     Total expenses                                                      3,385,823
- ---------------------------------------------------------------------
Waivers--
- ---------------------------------------------------------------------
  Waiver of investment advisory fee                         $(906,031)
- ----------------------------------------------------------
  Waiver of distribution services fee--Cash Series Shares    (407,672)
- ----------------------------------------------------------
  Waiver of shareholder services fee--Institutional Shares   (549,269)
- ----------------------------------------------------------
  Waiver of shareholder services fee--Cash Series Shares      (11,773)
- ----------------------------------------------------------  ---------
     Total waivers                                                      (1,874,745)
- ---------------------------------------------------------------------   ----------
          Net expenses                                                                 1,511,078
- ----------------------------------------------------------------------------------   -----------
               Net investment income                                                 $12,302,404
- ----------------------------------------------------------------------------------   -----------
</TABLE>


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

MINNESOTA MUNICIPAL CASH TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                      YEAR ENDED OCTOBER 31,
                                                                  ------------------------------
                                                                      1995             1994
                                                                  -------------    -------------
<S>                                                               <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
- ---------------------------------------------------------------
OPERATIONS--
- ---------------------------------------------------------------
Net investment income                                             $  12,302,404    $   6,226,990
- ---------------------------------------------------------------   -------------    -------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ---------------------------------------------------------------
Distributions from net investment income
- ---------------------------------------------------------------
  Institutional Shares                                               (8,269,227)      (4,475,720)
- ---------------------------------------------------------------
  Cash Series Shares                                                 (4,033,177)      (1,751,270)
- ---------------------------------------------------------------   -------------    -------------
     Change in net assets resulting from distributions
     to shareholders                                                (12,302,404)      (6,226,990)
- ---------------------------------------------------------------   -------------    -------------
SHARE TRANSACTIONS--
- ---------------------------------------------------------------
Proceeds from sale of shares                                      1,040,754,759      931,933,710
- ---------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of
distributions declared                                                4,384,166        1,945,475
- ---------------------------------------------------------------
Cost of shares redeemed                                            (955,314,263)    (913,227,051)
- ---------------------------------------------------------------   -------------    -------------
     Change in net assets resulting from share transactions          89,824,662       20,652,134
- ---------------------------------------------------------------   -------------    -------------
          Change in net assets                                       89,824,662       20,652,134
- ---------------------------------------------------------------
NET ASSETS:
- ---------------------------------------------------------------
Beginning of period                                                 254,038,679      233,386,545
- ---------------------------------------------------------------   -------------    -------------
End of period                                                     $ 343,863,341    $ 254,038,679
- ---------------------------------------------------------------   -------------    -------------
</TABLE>


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

MINNESOTA MUNICIPAL CASH TRUST

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
(1) ORGANIZATION

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

(2) SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

     CONCENTRATION OF CREDIT RISK--Since the Fund invests a substantial portion
     of its assets in issuers located in one state, it will be more susceptible
     to factors adversely affecting issuers of that state than would be a
     comparable tax-exempt mutual fund that invests nationally. In order to
     reduce the credit risk associated with such factors, at October 31, 1995,
     73.4% of the securities in the portfolio of investments are backed by
     letters of credit or bond insurance of various financial institutions and
     financial guaranty assurance agencies. The value of investments insured by
     or

MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

     supported (backed) by a letter of credit for any one institution or agency
     does not exceed 10.9% of total investments.

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

     RESTRICTED SECURITIES--Restricted securities are securities that may only
     be resold upon registration under federal securities laws or in
     transactions exempt from such registration. In some cases, the issuer of
     restricted securities has agreed to register such securities for resale, at
     the issuer's expense either upon demand by the Fund or in connection with
     another registered offering of the securities. Many restricted securities
     may be resold in the secondary market in transactions exempt from
     registration. Such restricted securities may be determined to be liquid
     under criteria established by the Board of Trustees. The Fund will not
     incur any registration costs upon such resales. The Fund's restricted
     securities are valued at the price provided by dealers in the secondary
     market or, if no market prices are available, at the fair value as
     determined by the Fund's pricing committee. Additional information on each
     restricted security held at October 31, 1995 is as follows:
<TABLE>
<CAPTION>
                                                                FUND
                          SECURITY                        ACQUISITION DATE    ACQUISITION COST
     --------------------------------------------------   ----------------    ----------------
     <S>                                                  <C>                 <C>
     Minneapolis/St. Paul MN Housing Finance Board, SFM
       Revenue Bonds, Merlots (Series D)                      10/15/95           $4,800,000
</TABLE>


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

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At October 31, 1995, capital paid-in aggregated $343,863,341.
Transactions in shares were as follows:
<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                                                  -----------------------------
                     INSTITUTIONAL SHARES                             1995             1994
- ---------------------------------------------------------------   ------------     ------------
<S>                                                               <C>              <C>
Shares sold                                                        546,893,719      554,305,186
- ---------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                             425,031          266,557
- ---------------------------------------------------------------
Shares redeemed                                                   (494,630,825)    (560,732,943)
- ---------------------------------------------------------------   ------------     ------------
  Net change resulting from Institutional share transactions        52,687,925       (6,161,200)
- ---------------------------------------------------------------   ------------     ------------
</TABLE>


MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                                                  -----------------------------
                      CASH SERIES SHARES                              1995             1994
- ---------------------------------------------------------------   ------------     ------------
<S>                                                               <C>              <C>
Shares sold                                                        493,861,040      377,628,524
- ---------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                           3,959,135        1,678,918
- ---------------------------------------------------------------
Shares redeemed                                                   (460,683,438)    (352,494,108)
- ---------------------------------------------------------------   ------------     ------------
  Net change resulting from Cash Series share transactions          37,136,737       26,813,334
- ---------------------------------------------------------------   ------------     ------------
     Net change resulting from share transactions                   89,824,662       20,652,134
- ---------------------------------------------------------------   ------------     ------------
</TABLE>


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Federated Management, the Fund's investment adviser,
(the "Adviser"), receives for its services an annual investment advisory fee
equal to .40 of 1% of the Fund's average daily net assets. The Adviser may
voluntarily choose to waive any portion of its fee and/or reimburse certain
operating expenses of the Fund. The Adviser can modify or terminate this
voluntary waiver and/or reimbursement at any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services under the Administrative
Services Agreement, provides the Fund with administrative personnel and
services. This fee is based on the level of average aggregate daily net assets
of all funds advised by subsidiaries of Federated Investors for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

DISTRIBUTION SERVICES FEE--The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will
compensate Federated Securities Corp. ("FSC"), the principal distributor, from
the daily net assets of the Fund to finance activities intended to result in the
sale of the Fund's Cash Series Shares. The Plan provides that the Fund may incur
distribution expenses up to .50 of 1% of the average daily net assets of the
Cash Series Shares, annually, to compensate FSC. FSC may voluntarily choose to
waive a portion of its fee. FSC can modify or terminate this voluntary waiver at
any time at its sole discretion.

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services ("FSS"), the Fund will pay FSS up to .25 of
1% of average daily net assets of each class of shares for the period. This fee
is to obtain certain services for shareholders and to maintain shareholder
accounts. FSS may voluntarily choose to waive a portion of its fee. FSS can
modify or terminate this voluntary waiver at any time at its sole discretion.
For the fiscal year ended, October 31, 1995, the Institutional Shares fully
waived its shareholder services fee.

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

MINNESOTA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

PORTFOLIO ACCOUNTING FEES--FServ maintains the Fund's accounting records for
which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.

INTERFUND TRANSACTIONS--During the year ended October 31, 1995, the Fund engaged
in purchase and sale transactions with funds that have a common investment
adviser, common Directors/Trustees, and/or common Officers. These transactions
were made at current market value pursuant to Rule 17a-7 under the Act amounting
to $476,190,000 and $428,480,000, respectively.

GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.

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

To the Shareholders and Board of Trustees of

FEDERATED MUNICIPAL TRUST
(Minnesota Municipal Cash Trust):

We have audited the accompanying statement of assets and liabilities of
Minnesota Municipal Cash Trust (an investment portfolio of Federated Municipal
Trust, a Massachusetts business trust), including the schedule of portfolio
investments, as of October 31, 1995, the related statement of operations for the
year then ended, and the statement of changes in net assets for each of the two
years in the period then ended and the financial highlights (see pages 2 and 15
of the prospectus) for the periods presented. These financial statements and
financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Minnesota Municipal Cash Trust (an investment portfolio of Federated Municipal
Trust) as of October 31, 1995, the results of its operations for the year then
ended, and the changes in its net assets for each of the two years in the period
then ended and the financial highlights for the periods presented, in conformity
with generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
December 15, 1995

ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>             <C>                                       <C>
Minnesota Municipal Cash Trust
                Institutional Shares                      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                     P.O. Box 8600
                Trust Company                             Boston, MA 02266-8600
- ----------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                P.O. Box 8600
                                                          Boston, MA 02266-8600
- ----------------------------------------------------------------------------------------------
Independent Public Accountants
                Arthur Andersen LLP                       2100 One PPG Place
                                                          Pittsburgh, PA 15222
- ----------------------------------------------------------------------------------------------
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                                      MINNESOTA MUNICIPAL
                                      CASH TRUST
                                      INSTITUTIONAL SHARES
                                      PROSPECTUS

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

                                      Prospectus dated December 31, 1995

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      CUSIP 314229402
      0082715A-IS (12/95)
(LOGO)
                       MINNESOTA MUNICIPAL CASH TRUST
              (A PORTFOLIO OF FEDERATED MUNICIPAL CASH TRUST)
                             CASH SERIES SHARES
                            INSTITUTIONAL SHARES
                    STATEMENT OF ADDITIONAL INFORMATION
   This Statement of Additional Information should be read with the
   prospectuses of Minnesota Municipal Cash Trust (the "Fund"), a portfolio
   of Federated Municipal Trust (the "Trust") dated December 31, 1995. This
   Statement is not a prospectus. You may request a copy of the prospectus
   or a paper copy of this Statement, if you have received it
   electronically, free of charge by calling 1-800-235-4669.

   FEDERATED INVESTORS TOWER
   PITTSBURGH, PA 15222-3779

                       Statement dated December 31, 1995













           FEDERATED SECURITIES CORP.

           Distributor
           A subsidiary of Federated
           Investors




INVESTMENT POLICIES              2

 Acceptable Investments          2
 Participation Interests         2
 Municipal Leases                2
 Ratings                         3
 When-Issued and Delayed
  Delivery Transactions          4
 Repurchase Agreements           4
 Reverse Repurchase Agreements   5
 Credit Enhancement              5
MINNESOTA INVESTMENT RISKS       6

INVESTMENT LIMITATIONS           7

 Regulatory Compliance          11
FEDERATED MUNICIPAL TRUST
MANAGEMENT                       5

 Share Ownership                10
 Trustees Compensation          24
 Trustee Liability              26
INVESTMENT ADVISORY SERVICES    26

 Investment Adviser             26
 Advisory Fees                  26
BROKERAGE TRANSACTIONS          27

OTHER SERVICES                  29

 Fund Administration            29



 Custodian and Portfolio
  Recordkeeper                  29
 Transfer Agent                 29
 Independent Public Accountants 29
DISTRIBUTION PLAN AND SHAREHOLDER
SERVICES AGREEMENT              30

DETERMINING NET ASSET VALUE     31

REDEMPTION IN KIND              32

MASSACHUSETTS PARTNERSHIP LAW   32

THE FUND'S TAX STATUS           33

PERFORMANCE INFORMATION         33

 Yield                          34
 Effective Yield                34
 Tax-Equivalent Yield           34
 Tax-Equivalency Table          35
 Total Return                   36
 Performance Comparisons        37
ABOUT FEDERATED INVESTORS       38

APPENDIX                        40




INVESTMENT POLICIES

Unless indicated otherwise, the policies described below may be changed by
the Board of 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.
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, or 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."
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.
REVERSE REPURCHASE AGREEMENTS
The Fund may enter into reverse repurchase agreements. These transactions
are similar to borrowing cash. In a reverse repurchase agreement, the Fund
transfers possession of a portfolio instrument to another person, such as a
financial institutions, broker, or dealer, in return for a percentage of the
instrument's market value in cash, and agrees that on a stipulated date in
the future the Fund will repurchase the portfolio instrument by remitting
the original consideration plus interest at an agreed-upon rate.
The use of reverse repurchase agreements may enable the Fund to avoid
selling portfolio instruments at a time when a sale may be deemed to be
disadvantageous, but the ability to enter into reverse repurchase agreements
does not ensure that the Fund will be able to avoid selling portfolio
instruments at a disadvantageous time.
When effecting reverse repurchase agreements, liquid assets of the Fund, in
a dollar amount sufficient to make payment for the obligations to be
purchased, are segregated at the trade date. These securities are marked to
market daily and maintained until the transaction is settled.
CREDIT ENHANCEMENT
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.
MINNESOTA INVESTMENT RISKS

Minnesota has a diversified economy, the structure of which has increasingly
come to resemble the nation as a whole. Minnesota's emergence as a regional
center is evidenced by the comparatively high rates of employment growth in
trade, finance, insurance, and service industries over the past ten years.
Agriculture, which had been severely affected since 1981, appears to be
improving with land values now stabilizing at levels seen in the early
1980's. State unemployment rates remain below the national level; and
personal income has grown more rapidly than that of the nation as a whole,
with personal income per capita remaining slightly above the national
average.
Following a period of volatility in the early 1980's, Minnesota's fiscal
operations have been recently characterized by a strong financial position
and moderate debt burden. Minnesota has disciplined its budget process
through frequent reviews of revenue forecasts and timely legislative action.
1994-1995 revenues exceeded projections. The general fund is estimated to
have closed at June 30, 1995 with a balance of $421 million in addition to a
$500 million cash flow reserve. The 1996-1997 biennial budget decreases the
cash flow reserve to $350 million and maintains the general fund at $220
million.





Minnesota's debt position is excellent with nearly exclusive use of general
obligation bonds. Amortization of general obligation debt is rapid, with
nearly three-quarters due within ten years, fully characteristic of high
quality borrowers. Debt service requirements are a mere 3% of annual
expenditures. State credit for Northwest Airlines has been used this year to
back about $45 million in bonds, a much more modest amount than originally
planned.
The overall credit quality of the state is further demonstrated by its debt
ratings. Minnesota maintains an Aa1 rating from Moody's Investors Service,
Inc. Standard & Poor's Ratings Group rates the state AA+.
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 directly or through reverse repurchase agreements in amounts up to
one-third of the value of its total assets, including the amounts borrowed.
The Fund will not borrow money or engage in reverse repurchase agreements
for investment leverage, but rather as a temporary, extraordinary, or
emergency measure or to facilitate management of the portfolio by enabling
the Fund to meet redemption requests when the liquidation of portfolio
securities is deemed to be inconvenient or disadvantageous. The Fund will
not purchase any securities while borrowings in excess of 5% of its total



assets are outstanding. During the period any reverse repurchase agreements
are outstanding, the Fund will restrict the purchase of portfolio securities
to money market instruments maturing on or before the expiration date of the
reverse repurchase agreements, but only to the extent necessary to assure
completion of the reverse repurchase agreements.
PLEDGING ASSETS
The Fund will not mortgage, pledge, or hypothecate any assets except as
necessary to secure permitted borrowings. In those cases, it may pledge
assets having a market value not exceeding the lesser of the dollar amounts
borrowed or 15% of the value of total assets at the time of the pledge.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets except that it may acquire publicly
or nonpublicly issued Minnesota municipal securities or temporary
investments or enter into repurchase agreements, in accordance with its
investment objective, policies, limitations, or its 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 or real estate limited
partnerships , although it may invest in securities of issuers whose
business involves the purchase or sale of real estate or in securities which
are secured by real estate or interests in real estate.
INVESTING IN RESTRICTED SECURITIES
The Fund will not invest more than 10% of the value of its net assets in
securities subject to restrictions on resale under federal securities law,
except for certain restricted securities which meet the criteria for
liquidity established by the Trustees.



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 purchase securities if, as a result of such purchase, 25%
or more of the value of its total assets would be invested in any one
industry, or in industrial development bonds or other securities, the
interest upon which is paid from revenues of similar types of projects.
However, the Fund may invest as temporary investments more than 25% of the
value of its assets in cash or cash items, securities issued or guaranteed
by the U.S.
government , its agencies, or instrumentalities, or instruments secured by
these money market instruments, such as repurchase agreements.
The above 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 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 AND TRUSTEES
The Fund will not purchase or retain the securities of any issuer if the
Officers and Trustees of the Trust or its investment adviser, owning
individually more than .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 certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings association 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.
REGULATORY COMPLIANCE
The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in the
prospectus and this 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. In particular, the
Fund will comply with the various requirements of Rule 2a-7, which regulates
money market mutual funds. The Fund will determine the effective maturity of
its investments, as well as its ability to consider a security as having
received the requisite short-term ratings by NRSROs, according to Rule 2a-7.
The Fund may change these operational policies to reflect changes in the
laws and regulations without the approval of its shareholders.


FEDERATED MUNICIPAL TRUST MANAGEMENT

OFFICERS AND TRUSTEES ARE LISTED WITH THEIR ADDRESSES, BIRTHDATES, 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. and Federated Global Research Corp.; Chairman, Passport
Research, Ltd.; Chief Executive Officer and Director, Trustee, or Managing
General Partner of the Funds. Mr. Donahue is the father of J. Christopher
Donahue, Executive 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.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111



Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center -
Downtown; Member, 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; Shareholder, Henny, Kochuba, 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.


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.


Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 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.



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


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, International Politics and Management Consultant; Trustee,
Carnegie Endowment for International Peace, RAND Corporation, Online
Computer Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho
Management Center; Director, Trustee, or Managing General Partner of the
Funds; President Emeritus, University of Pittsburgh; founding Chairman,
National Advisory Council for Environmental Policy and Technology and
Federal Emergency Management Advisory Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee



Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.





J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global 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 of
the Company.


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated



Research Corp., Federated Global Research Corp. and Passport Research, Ltd.;
Executive Vice President and Director, Federated Securities Corp.; Trustee,
Federated Services Company; Chairman, Treasurer, and Trustee, Federated
Administrative Services; Trustee or Director of some of the Funds;
President, Executive Vice President and Treasurer of some of the Funds.


 Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.






David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors;
Controller, Federated Advisers, Federated Management, Federated Research,



Federated Research Corp., and Passport Research, Ltd.; Senior Vice
President, Federated Shareholder Services; Vice President, Federated
Administrative Services; Treasurer of some of the Funds.


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global Research
Corp.; Trustee, Federated Services Company; Executive Vice President,
Secretary, and Trustee, Federated Administrative Services; President and
Trustee, Federated Shareholder Services; Director, Federated Securities
Corp.; Executive 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.
@ 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 referred to in the list of Trustees and Officers, "Funds" includes the
following investment companies:  American Leaders Fund, Inc.; Annuity
Management Series; Arrow Funds; Automated Government Money Trust; Blanchard
Funds; Blanchard Precious Metals, Inc.; Cash Trust Series II; Cash Trust
Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash



Trust; Federated ARMs Fund; Federated Equity Funds; Federated Exchange Fund,
Ltd.; Federated GNMA Trust; Federated Government Trust; Federated High Yield
Trust; Federated Income Securities Trust; Federated Income Trust; Federated
Index Trust; Federated Institutional Trust; Federated Master Trust;
Federated Short-Term Municipal Trust; Federated Short-Term U.S. Government
Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated Total
Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 3-5 Years; 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;
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; 111 Corcoran Funds; Peachtree Funds; The
Planters Funds; RIMCO Monument Funds; The Shawmut Funds; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Trademark Funds;
Trust for Financial Institutions; Trust For Government Cash Reserves; Trust
for Short-Term U.S. Government Securities; Trust for U.S. Treasury
Obligations; The Virtus Funds; World Investment Series, Inc.





SHARE OWNERSHIP
Officers and Trustees as a group own less than 1% of the Fund`s outstanding
shares.
As of December 4, 1995, the following shareholder(s) of record owned 5% or
more of the outstanding Cash Series Shares of the Minnesota Municipal Cash
Trust:  King Holding Corp., St. Paul, MN, 5.35%; Voyageur Fund Managers,
Minneapolis, MN, 8.37%; Juran & Moody, Inc., St. Paul, MN, 8.93%; and FBS
Investment Series, Inc., Minneapolis, MN, 9.22%.
As of December 4, 1995, the following shareholder(s) of record owned 5% or
more of the outstanding Institutional Shares of the Minnesota Municipal Cash
Trust:  Resource Bank & Trust Co., Minneapolis, MN, 25.57% and Var & Co.,
St. Paul, MN, 49.63%.
TRUSTEES COMPENSATION


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


John F. Donahue     $0             $0 for the Trust and
Chairman and Trustee                    68 other investment companies in the
Fund Complex
Thomas G. Bigley    $2,458         $20,688 for the Trust and
Trustee                            49 other investment companies in the Fund
Complex



John T. Conroy, Jr. $3,520         $117,202 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
William J. Copeland $3,520         $117,202 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Glen R. Johnson     $0             $0 for the Trust and
President and Trustee                   14 other investment companies in the
Fund Complex
James E. Dowd       $3,520         $117,202 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Lawrence D. Ellis, M.D.            $3,166    $106,460 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Edward L. Flaherty, Jr.            $3,520    $117,202 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Peter E. Madden     $2,757         $90,563 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Gregor F. Meyer     $3,166         $106,460 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
John E. Murray, Jr.,               $1,762    $0 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Wesley W. Posvar    $3,166         $106,460 for the Trust and



Trustee                            64 other investment companies in the Fund
Complex
Marjorie P. Smuts   $3,166         $106,460 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex


*Information is furnished for the fiscal year ended October 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of
15 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. For the fiscal years
ended October 31, 1995, 1994, and 1993, the adviser earned $1,357,870,
$1,025,614, and $1,077,211, respectively, of which $906,031, $868,068 and
$915,191, respectively, were waived.
  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.



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 Fund 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. During the fiscal
years ended October 31, 1995, 1994, and 1992, the Fund paid no brokerage
commissions.



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.
OTHER SERVICES

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. Prior to March 1, 1994, Federated
Administrative Services, Inc., also a subsidiary of Federated Investors,
served as the Fund's Administrator. (For purposes of this Statement of
Additional Information, Federated Administrative Services and Federated
Administrative Services, Inc. may hereinafter collectively be referred to as
the "Administrators".) For the fiscal years ended October 31, 1995, 1994,
and 1993, the Administrators earned $256,977, $249,373, and $333,328,
respectively. 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.



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.
TRANSFER AGENT
As transfer agent, Federated Services Company maintains all necessary
shareholder records. For its services, the transfer agent receives a fee
based on size, type, and number of accounts and transactions made by
shareholders.
INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for the Fund are Arthur Andersen LLP,
Pittsburgh, PA.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES AGREEMENT

These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services, to stimulate distribution
activities and to cause services to be provided to shareholders by a
representative who has knowledge of the shareholder's particular
circumstances and goals. These activities and services may include, but are
not limited to, marketing efforts; providing office space, equipment,
telephone facilities, and various clerical, supervisory, computer, and other
personnel as necessary or beneficial to establish and maintain shareholder
accounts and records; processing purchase and redemption transactions and
automatic investments of client account cash balances; answering routine
client inquiries; and assisting clients in changing dividend options,
account designations, and addresses.
By adopting the Distribution Plan, the Board of Trustees expects that the
Fund will be able to achieve a more predictable flow of cash for investment



purposes and to meet redemptions. This will facilitate more efficient
portfolio management and assist the Fund in pursuing its investment
objectives. By identifying potential investors whose needs are served by the
Fund's objectives, and properly servicing these accounts, it may be possible
to curb sharp fluctuations in rates of redemptions and sales.
Other benefits, which may be realized under either arrangement, may include:
(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.
For the fiscal year ending October 31, 1995, payments in the amount of
$599,206 were made pursuant to the Distribution Plan, of which $407,672 was
waived. In addition, for this period, payments in the amount of $848,872
were made pursuant to the Shareholder Services Agreement, of which $561,042
was waived.


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.
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.
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.
For the seven-day period ended October 31, 1995, the yields for Cash Series
Shares and Institutional Shares were 3.39% and 3.79%, respectively.
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.



For the seven-day period ended October 31, 1995, the effective yields for
Cash Series Shares and Institutional Shares were 3.44% and 3.86%,
respectively.
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.
For the seven-day period ended October 31, 1995, the tax-equivalent yields
for Cash Series Shares and Institutional Shares were 6.53% and 7.30%,
respectively.


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 Minnesota

                 COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
              23.00%  36.50%     39.50%      44.50%     48.10%




    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


     1.50%     1.95%    2.36%     2.48%      2.70%       2.89%
     2.00%     2.60%    3.15%     3.31%      3.60%       3.85%
     2.50%     3.25%    3.94%     4.13%      4.50%       4.82%
     3.00%     3.90%    4.72%     4.96%      5.41%       5.78%
     3.50%     4.55%    5.51%     5.79%      6.31%       6.74%
     4.00%     5.19%    6.30%     6.61%      7.21%       7.71%
     4.50%     5.84%    7.09%     7.44%      8.11%       8.67%
     5.00%     6.49%    7.87%     8.26%      9.01%       9.63%
     5.50%     7.14%    8.66%     9.09%      9.91%      10.60%
     6.00%     7.79%    9.45%     9.92%     10.81%      11.56%

    Note:  The maximum marginal tax rate for each bracket was used in
    calculating the taxable yield equivalent. Furthermore, additional state
    and local taxes paid on comparable taxable investments were not used to
    increase federal deductions.
    The chart above is for illustrative purposes only. It is not an
    indicator of past or future performance of 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.
For the one-year period ended October 31, 1995, and for the period from
January 7, 1991 (date of initial public investment) through October 31,
1995, the average annual total returns were 3.41% and 2.89%, respectively
for Cash Series Shares. For the one-year period ended October 31, 1995, and
for the period from September 10, 1990 (date of initial public investment)
through October 31, 1995, the average annual total returns were 3.82% and
3.46%, respectively, for Institutional Shares.


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.
ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is
reflected in its investment decision making-structured, straightforward, and
consistent. This has resulted in a history of competitive performance with a
range of competitive investment products that have gained the confidence of
thousands of clients and their customers.
The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research. Investment
decisions are made and executed by teams of portfolio managers, analysts,
and traders dedicated to specific market sectors.
In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund. Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market
funds, a principal means used by money managers today to value money market



fund shares. Other innovations include the first institutional tax-free
money market fund. As of December 31, 1994, Federated Investors managed more
than $31 billion in assets across approximately 43 money market funds,
including 17 government, 8 prime and 18 municipal with assets approximating
$17 billion, $7.4 billion and $6.6 billion, respectively.
J. Thomas Madden, Executive Vice President, oversees Federated Investors'
equity and high yield corporate bond management while William D. Dawson,
Executive Vice President, oversees Federated Investors' domestic fixed
income management. Henry A. Frantzen, Executive Vice President, oversees the
management of Federated Investors' international portfolios.
MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial
goals through mutual funds. These investors, as well as businesses and
institutions, have entrusted over $2 trillion to the more than 5,500 funds
available.*
Federated Investors, through its subsidiaries, distributes mutual funds for
a variety of investment applications. Specific markets include:
INSTITUTIONAL CLIENTS
Federated Investors meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for
a variety of applications, including defined benefit and defined
contribution programs, cash management, and asset/liability management.
Institutional clients include corporations, pension funds, tax-exempt
entities, foundations/endowments, insurance companies, and investment and
financial advisors. The marketing effort to these institutional clients is
headed by John B. Fisher, President, Institutional Sales Division.

*Source:  Investment Company Institute





TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations. Virtually all of the trust divisions of the
top 100 bank holding companies use Federated funds in their clients'
portfolios. The marketing effort to trust clients is headed by Mark R.
Gensheimer, Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor. The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.


APPENDIX

STANDARD & POOR'S RATINGS GROUP
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
A  Standard & Poor's Ratings Group  (S&P) note  rating reflects the
liquidity concerns and market access risks unique to notes.
SP-1      Very strong or strong capacity to pay principal and interest.
   Those issues determined to possess overwhelming safety characteristics
   will be given a plus sign (+) designation.
SP-2      Satisfactory capacity to pay principal and interest.
VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
S&P assigns dual ratings to all long-term debt issues that have as part of
their provisions a variable rate demand feature.  The first rating (long-



term rating) addresses the likelihood of repayment of principal and interest
when due, and the second rating (short-term rating) describes the demand
characteristics.  Several examples are AAA/A-1+, AA/A-1+, A/A-1.  (The
definitions for the long-term and the short-term ratings are provided
below.)
COMMERCIAL PAPER (CP) RATINGS
An  S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
A-1       This highest category indicates that the degree of safety
   regarding timely payment is strong. Those issues determined to possess
   extremely strong safety characteristics are denoted with a plus sign (+)
   designation.
A-2       Capacity for timely payment on issues with this designation is
   satisfactory.  However, the relative degree of safety is not as high as
   for issues designated A-1.
LONG-TERM DEBT RATINGS
AAA  Debt rated "AAA" has the highest rating assigned by S&P.  Capacity to
pay interest and repay principal is     extremely strong.
AA   Debt rate "AA" has a very strong capacity to pay interest and repay
principal and differs from the highest  rated issues only in small degree.
A  Debt rated "A" has a strong capacity to pay interest and repay principal
   although it is somewhat more susceptible to the adverse effects of
   changes in circumstances and economic conditions than debt in higher
   rated categories.
MOODY'S INVESTORS SERVICE, INC.
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
Moody's Investor Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG) (see below). The purpose of the MIG



or VMIG ratings is to provide investors with a simple system by which the
relative investment qualities of short-term obligations may be evaluated.
MIG1      This designation denotes best quality.  There is present strong
     protection by established cash flows, superior liquidity support or
     demonstrated broad based access to the market for refinancing.
MIG2      This designation denotes high quality.  Margins of protection are
     ample although not so large as in the preceding group.


VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
Short-term ratings on issues with demand features are differentiated by the
use of the VMIG symbol to reflect such characteristics as payment upon
periodic demand rather than fixed maturity dates and payment relying on
external liquidity.  In this case, two ratings are usually assigned, (for
example, AAA/VMIG-1); the first representing an evaluation of the degree of
risk associated with scheduled principal and interest payments, and the
second representing an evaluation of the degree of risk associated with the
demand feature.  The VMIG rating can be assigned a 1 or 2 designation using
the same definitions described above for the MIG rating.
COMMERCIAL PAPER (CP) RATINGS
P-1            Issuers rated PRIME-1 (or related supporting institutions)
     have a superior capacity for repayment of short-term promissory
     obligations. PRIME-1 repayment capacity will normally be evidenced by
     the following characteristics: leading market positions in well
     established industries, high rates of return on funds  employed,
     conservative capitalization structure with moderate reliance on debt
     and ample asset protection, broad margins in earning coverage of fixed
     financial charges and high internal cash generation, well-established



     access to a range of financial markets and assured sources of alternate
     liquidity
P-2            Issuers rated PRIME-2 (or related supporting institutions)
     have a strong capacity for repayment of short-term promissory
     obligations.  This will normally be evidenced by many of the
     characteristics cited above, but to a lesser degree. Earnings trends
     and coverage ratios, while sound, will be more subject to variation.
     Capitalization characteristics, while still appropriate, may be more
     affected by external conditions.  Ample alternate liquidity is
     maintained.
LONG-TERM DEBT RATINGS
AAA            Bonds which are rated AAA are judged to be of the best
     quality. They carry the smallest degree of investment  risk and are
     generally referred to as "gilt edged." Interest payments are protected
     by a large or by an exceptionally stable margin and principal is
     secure. While the various protective elements are likely to change,
     such changes is can be visualized are most unlikely to impair the
     fundamentally strong position of such issues.
AA   Bonds which are rated AA are judged to be of high quality by all
     standards.  Together with the AAA group, they comprise what are
     generally known as high grade bonds.  They are rated lower than the
     best bonds because margins of protection may not be as large as in AAA
     securities or fluctuation of protective elements may be of greater
     amplitude or there may be other elements present which make the long-
     term risks appear somewhat larger than in AAA securities.
A    Bonds which are rated A possess many favorable investment attributes
     and are to be considered as upper medium grade obligations. Factors
     giving security to principal and interest are considered adequate but



     elements may be present which suggest a susceptibility to impairment
     sometime in the future.
NR   Indicates that both the bonds and the obligor or credit enhancer are
     not currently rated by S&P or Moody's with respect to short-term
     indebtedness.  However, management considers them to be of comparable
     quality to securities rated A-1 or P-1.
NR(1)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AAA" by S&P or "AAA" by Moody's.
NR(2)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AA" by S&P or "AA" by Moody's.
NR(3)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "A" by S&P or Moody's.


Cusip 314229873
Cusip 314229402




   

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NEW JERSEY MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SERVICE SHARES
PROSPECTUS

The Institutional Service Shares of New Jersey 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 primarily in short-term New Jersey
municipal securities, including securities of states, territories, and
possessions of the United States which are not issued by or on behalf of New
Jersey, or its political subdivisions and financing authorities, but which
provide income exempt from federal regular income tax and New Jersey state
income tax imposed upon non-corporate taxpayers consistent with stability of
principal.

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 December 31,
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,
or a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995

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

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

FINANCIAL HIGHLIGHTS--
  INSTITUTIONAL SERVICE SHARES                                                 2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
  New Jersey Municipal Securities                                              6
  Investment Risks                                                             6
  Non-Diversification                                                          6
  Investment Limitations                                                       7

FUND INFORMATION                                                               7
- ------------------------------------------------------

  Management of the Fund                                                       7
  Distribution of Institutional Service Shares                                 8
  Administration of the Fund                                                   9

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

HOW TO PURCHASE SHARES                                                        10
- ------------------------------------------------------

  Special Purchase Features                                                   10

HOW TO REDEEM SHARES                                                          11
- ------------------------------------------------------

  Special Redemption Features                                                 12

ACCOUNT AND SHARE INFORMATION                                                 12
- ------------------------------------------------------

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

  Federal Income Tax                                                          13
  State and Local Taxes                                                       14

OTHER CLASSES OF SHARES                                                       14
- ------------------------------------------------------

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

FINANCIAL HIGHLIGHTS--
  INSTITUTIONAL SHARES                                                        16
- ------------------------------------------------------

FINANCIAL STATEMENTS                                                          17
- ------------------------------------------------------

REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                                                 29
- ------------------------------------------------------

ADDRESSES                                                                     30
- ------------------------------------------------------


SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                             <C>      <C>
                                 INSTITUTIONAL SERVICE SHARES
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price).................................................     None
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price).................................................     None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)...............................     None
Redemption Fee (as a percentage of amount redeemed, if applicable)....................     None
Exchange Fee..........................................................................     None
                                   ANNUAL OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver) (1).....................................................    0.19%
12b-1 Fee (after waiver) (2)..........................................................    0.00%
Total Other Expenses..................................................................    0.46%
  Shareholder Services Fee (after waiver) (3)................................    0.15%
       Total Operating Expenses (4)...................................................    0.65%
</TABLE>


(1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.40%.

(2) The maximum 12b-1 fee is 0.10%.

(3) The maximum shareholder services fee is 0.25%.

(4) The total operating expenses would have been 1.06% absent the voluntary
waivers of a portion of the management fee, 12b-1 fee and a portion of the
shareholder services fee.

  The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Service Shares of
the Fund will bear, either directly or indirectly. For more complete
descriptions of the various costs and expenses, see "Fund Information".
Wire-transferred redemptions of less than $5,000 may be subject to additional
fees.
<TABLE>
<CAPTION>
                      EXAMPLE                          1 year     3 years     5 years     10 years
- ---------------------------------------------------    ------     -------     -------     --------
<S>                                                    <C>        <C>         <C>         <C>
You would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2)
  redemption at the end of each time period........      $7         $21         $36         $ 81
</TABLE>


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


NEW JERSEY MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants, on page 29.
<TABLE>
<CAPTION>
                                                           YEAR ENDED OCTOBER 31,
                                               -----------------------------------------------
                                               1995      1994      1993      1992      1991(A)
                                               -----     -----     -----     -----     -------
<S>                                            <C>       <C>       <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD           $1.00     $1.00     $1.00     $1.00      $1.00
- ---------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------------------
  Net investment income                         0.03      0.02      0.02      0.03       0.04
- ---------------------------------------------
LESS DISTRIBUTIONS
- ---------------------------------------------
  Distributions from net investment income     (0.03)    (0.02)    (0.02)    (0.03)     (0.04)
- ---------------------------------------------  -----     -----     -----     -----     ------
NET ASSET VALUE, END OF PERIOD                 $1.00     $1.00     $1.00     $1.00      $1.00
- ---------------------------------------------  -----     -----     -----     -----     ------
TOTAL RETURN (B)                                3.36%     2.16%     2.12%     2.86%      3.82%
- ---------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ---------------------------------------------
  Expenses                                      0.65%     0.65%     0.56%     0.55%      0.35%*
- ---------------------------------------------
  Net investment income                         3.28%     2.19%     2.08%     2.69%      4.11%*
- ---------------------------------------------
  Expense waiver/reimbursement (c)              0.41%     0.41%     0.45%     0.51%      0.69%*
- ---------------------------------------------
SUPPLEMENTAL DATA
- ---------------------------------------------
  Net assets, end of period (000 omitted)       $29,81    $36,70    $21,00    $26,84   $17,709
- ---------------------------------------------
</TABLE>


* Computed on an annualized basis.

(a) Reflects operations for the period from December 13, 1990 (date of initial
    public investment) to October 31, 1991.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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


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 shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Institutional Service Shares and
Institutional Shares. This prospectus relates only to Institutional Service
Shares of the Fund, which are designed primarily for financial institutions
acting in an agency capacity as a convenient means of accumulating an interest
in a professionally managed, non-diversified portfolio investing primarily in
short-term New Jersey municipal securities. The Fund may not be a suitable
investment for retirement plans or for non-New Jersey taxpayers because it
invests in municipal securities of that state. A minimum initial investment of
$25,000 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 New Jersey state income tax consistent with stability of
principal and liquidity. This investment objective cannot be changed without
shareholder approval. While there is no assurance that the Fund will achieve its
investment objective, it endeavors to do so by complying with the various
requirements of Rule 2a-7 under the Investment Company Act of 1940 which
regulates money market funds and by following the investment policies described
in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of New
Jersey 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 New Jersey state income 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 New Jersey 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 New Jersey state income tax imposed upon


non-corporate taxpayers ("New Jersey Municipal Securities"). Examples of New
Jersey Municipal Securities include, but are not limited to:

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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS. The Fund may purchase interests in New Jersey
     Municipal Securities from financial institutions such as commercial and
     investment banks, savings 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 New Jersey 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. Lease obligations may be subject to periodic appropriation.
     Municipal leases are subject to certain specific risks in the event of
     default or failure of appropriation.

CREDIT ENHANCEMENT. Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.
The Fund may have more than 25% of its total assets invested in securities
credit-enhanced by banks.

DEMAND FEATURES. The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued


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

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, all of comparable quality to other
securities in which the Fund invests, such as: obligations issued by or on
behalf of municipal or corporate issuers; 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 New Jersey
Municipal Securities is subject to the federal alternative minimum tax.


NEW JERSEY MUNICIPAL SECURITIES

New Jersey 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.

New Jersey 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 New Jersey 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 New Jersey 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 New Jersey 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 New Jersey
Municipal Securities acceptable for purchase by the Fund could become limited.
The Fund may invest in New Jersey 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
New Jersey 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 New Jersey 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 directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of its cash value with an agreement to buy it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow up to
one-third of the value of its total assets and pledge assets to secure such
borrowings. These investment limitations cannot be changed without shareholder
approval.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES. The Fund 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 .40 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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES

Federated Securities Corp. is the principal distributor for Institutional
Service 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.

State securities laws may require certain financial institutions such as
depository institutions to register as dealers.

DISTRIBUTION PLAN AND SHAREHOLDER SERVICES. Under a distribution plan adopted in
accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"), the
distributor may be paid a fee in an amount computed at an annual rate of .10 of
1% of the average daily net asset value of Institutional Service Shares to
finance any activity which is principally intended to result in the sale of
shares subject to the Distribution Plan. The Fund does not currently make
payments to the distributor or charge a fee under the Distribution Plan and
shareholders will be notified if the Fund intends to charge a fee under the
Distribution Plan. The distributor may select financial institutions such as
banks, fiduciaries, custodians for public funds, investment advisers, and
broker/dealers to provide services or distribution-related support services as
agents for their clients or customers.

The Distribution Plan is a compensation-type plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amounts or may earn a profit from future payments made by the Fund
under the Distribution Plan.

In addition, the Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up .25 of 1%


of the average daily net asset value of Institutional Service Shares to obtain
certain personal services for shareholders and for the maintenance of
shareholder accounts. Federated Shareholders Services will either perform
shareholder services directly or will select financial institutions to perform
shareholder services. Financial institutions will receive fees based upon shares
owned by their clients or customers. The schedules of such fees and the basis
upon which such fees will be paid will be determined from time to time by the
Fund and Federated Shareholder Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS. With respect to Institutional
Service Shares, in addition to payments made pursuant to the Distribution Plan
and Shareholder Services Agreement, Federated Securities Corp. and Federated
Shareholder Services, from their own assets, may pay financial institutions
supplemental fees for the performance of substantial sales services,
distribution-related support services, or shareholder services. The support may
include sponsoring sales, educational and training seminars for their employees,
providing sales literature, and engineering computer software programs that
emphasize the attributes of the Fund. Such assistance will be predicated upon
the amount of shares the financial institution sells or may sell, and/or upon
the type and nature of sales or marketing support furnished by the financial
institution. Any payments made by the distributor may be reimbursed by the
Fund's investment adviser or its affiliates.

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


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

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

The Fund attempts to stabilize the net asset value of Institutional Service
Shares at $1.00 by valuing the portfolio securities using the amortized cost
method. The net asset value per share is determined by subtracting liabilities
attributable to shares from the value of Fund assets attributable to shares, 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, Monday through Friday, except


on New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days which the New York Stock Exchange
is open for business. Shares may be purchased as described below, either 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 $25,000 or more
within a 90-day period. 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 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 purchase shares
through a financial institution which has a sales agreement with the
distributor. Orders 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. Shares may be purchased by wire by calling the Fund
before 1:00 p.m. (Eastern time). The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) in
order to begin earning dividends 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: New Jersey Municipal Cash Trust,
Institutional Service Shares; 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. Questions on
wire purchases should be directed to your shareholder services representative at
the telephone number listed on your account statement.

PURCHASING SHARES BY CHECK. Shares may be purchased by sending a check to:
Federated Services Company, P.O. Box 8600, Boston, MA 02266-8600. The check
should be made payable to New Jersey Municipal Cash Trust Institutional Service
Shares. 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 an Automated Clearing
House ("ACH") member and invested in Fund shares. Shareholders should contact
their financial institution 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 dividend. Proceeds from
redemption requests received after that time include that day's dividend but
will be wired the following business day. Proceeds from redemption requests
received on holidays when wire transfers are restricted will be wired the
following business day. Questions about telephone redemptions on days when wire
transfers are restricted should be directed to your shareholder services
representative at the telephone number listed on your account statement. Under
limited circumstances, arrangements may be made with the distributor for
same-day payment of proceeds, without that day's dividend, for redemption
requests received before 2 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 to: Federated Services Company, P.O. Box 8600, Boston, MA
02266-8600. If shares certificates have been issued, they should be sent
unendorsed with the written request by registered or certified mail to the
address noted above.

The written request should state: the Fund name and the class designation; 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. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven


days, after the 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 association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm 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. The check writing service allows
shareholders to receive the daily dividend declared on the shares to be redeemed
until the check is presented to UMB Bank, N.A., the bank responsible for
administering the check writing program, for payment. However, checks should
never be made payable or sent to UMB Bank, N.A. or the Fund to redeem shares,
and a check may not be written to close an account.

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 $25,000, 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
institutions or the Fund.

ACCOUNT AND SHARE 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 all
transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES. Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account balance falls below a required minimum value of
$25,000 due to shareholder redemptions. Before shares are


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

VOTING RIGHTS. Each shareholder has one vote in Trustee elections and other
matters submitted to shareholders for vote. All shares of all classes of each
portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. 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 election of Trustees under certain
circumstances.

As of December 4, 1995, National Westminster Bank NJ, Jersey City, NJ, owned
40.78% of the voting securities of the Fund's Institutional Shares and Fiduciary
Trust Co. International, New York, NY, owned 33.94% of the voting securities of
the Fund's Institutional Service Shares, and, therefore, may, for certain
purposes, be deemed to control the Fund and be able to affect the outcome of
certain matters presented for a vote of shareholders.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

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

FEDERAL INCOME TAX

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

The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Trust's other portfolios will not be combined for tax purposes with those
realized by the Fund.
Shareholders are not required to pay the federal regular income tax on any
dividends received from the Fund that represent net interest on tax-exempt
municipal bonds. However, under the Tax Reform Act of 1986, dividends
representing net interest earned on 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 New
Jersey. Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.

NEW JERSEY TAXES. Under existing New Jersey laws, distributions made by the Fund
will not be subject to New Jersey income taxes to the extent that such dividends
qualify as exempt interest dividends under the Internal Revenue Code, and
represent (i) interest or gain from obligations issued by or on behalf of the
State of New Jersey or any county, municipality, school or other district
agency, authority, commission, instrumentality, public corporation, body
corporate and politic or political subdivision of New Jersey; or (ii) interest
or gain from obligations (such as obligations of the United States) that are
statutorily free from New Jersey taxation under federal or New Jersey state
laws. Conversely, to the extent that the distributions made by the Fund are
derived from other types of obligations, such dividends will be subject to New
Jersey personal income taxes.

Distributions received by a corporate shareholder from the Fund will not be
exempt from New Jersey corporation business taxes or New Jersey corporation
business taxes or New Jersey corporation income taxes.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund also offers another class of shares called Institutional Shares that
are sold primarily to financial institutions acting in a fiduciary capacity.
Institutional Shares are sold at net asset value and are subject to a
Shareholder Services Agreement. Investments in Institutional Shares are subject
to a minimum initial investment of $25,000 within a 90-day period.

Institutional Service Shares and Institutional Shares are subject to certain of
the same expenses. Expense differences, however, between Institutional Service
Shares and Institutional Shares may affect the performance of each class.

To obtain more information and a prospectus for Institutional Shares, investors
may call 1-800-235-4669.


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

From time to time, the Fund advertises its total return, yield, effective yield,
and tax-equivalent yield for shares. The performance figures will be calculated
separately for each class of shares.

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 shares' tax-exempt yield, assuming a specific tax rate.

Total return represents the change, over a specified period of time, in the
value of an investment in the shares 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 the
Fund's performance to certain indices.


NEW JERSEY MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 29.
<TABLE>
<CAPTION>
                                                          YEAR ENDED OCTOBER 31,
                                             ------------------------------------------------
                                             1995      1994      1993**     1992      1991(A)
                                             -----     -----     ------     -----     -------
<S>                                          <C>       <C>       <C>        <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD         $1.00     $1.00     $1.00      $1.00      $1.00
- -------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------
  Net investment income                       0.03      0.02      0.02       0.03       0.04
- -------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------
  Distributions from net investment income   (0.03)    (0.02)    (0.02 )    (0.03)     (0.04)
- -------------------------------------------  -----     -----     ------     -----     ------
NET ASSET VALUE, END OF PERIOD               $1.00     $1.00     $1.00      $1.00      $1.00
- -------------------------------------------  -----     -----     ------     -----     ------
TOTAL RETURN (B)                              3.46%     2.26%     2.22 %     2.96%      3.87%
- -------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------
  Expenses                                    0.55%     0.54%     0.46 %     0.45%      0.27%*
- -------------------------------------------
  Net investment income                       3.41%     2.22%     2.19 %     2.86%      4.19%*
- -------------------------------------------
  Expense waiver/reimbursement (c)            0.41%     0.39%     0.45 %     0.51%      0.67%*
- -------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------
  Net assets, end of period (000 omitted)     $86,94    $62,98    $66,34     $57,65   $39,423
- -------------------------------------------
</TABLE>


 * Computed on an annualized basis.

** Prior to October 6, 1993, the Fund provided three classes of shares.

(a) Reflects operations for the period from December 13, 1990 (date of initial
    public investment) to October 31, 1991.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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


NEW JERSEY MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--99.2%
- -----------------------------------------------------------------------
                NEW JERSEY--95.8%
                -------------------------------------------------------
$   700,000     Atlantic County, NJ Improvement Authority Weekly VRDNs
                (Marine Midland Bank N.A., Buffalo, NY LOC)               VMIG1      $    700,000
                -------------------------------------------------------
  1,801,896     Atlantic Highlands, NJ, 5.125% BANs, 11/17/1995           NR(3)         1,802,216
                -------------------------------------------------------
  1,925,000     Bordentown, NJ, 4.15% BANs, 6/27/1996                       NR          1,926,802
                -------------------------------------------------------
  1,000,000     Florence Township, NJ, 5.25% BANs, 2/15/1996              NR(3)         1,001,035
                -------------------------------------------------------
  4,500,000     Galloway Township, NJ, 5.25% BANs, 3/14/1996              NR(3)         4,505,882
                -------------------------------------------------------
  1,850,000     Hopewell Township, NJ, 4.15% BANs, 8/27/1996                NR          1,852,174
                -------------------------------------------------------
  1,961,389     Long Hill Township, NJ, 4.00% BANs, 7/19/1996               NR          1,964,891
                -------------------------------------------------------
  1,800,000     Mercer County, NJ Improvement Authority Weekly VRDNs
                (Mercer County, NJ Pooled Governmental Loan
                Program)/(Credit Suisse, Zurich LOC)                       A-1+         1,800,000
                -------------------------------------------------------
  1,500,000     Middlesex County, NJ PCFA Weekly VRDNs (FMC Gold
                Co.)/(Wachovia Bank of NC, NA, Winston-Salem LOC)          P-1          1,500,000
                -------------------------------------------------------
  1,500,000     Montclair Township, NJ, 4.25% BANs, 6/28/1996             NR(3)         1,504,688
                -------------------------------------------------------
  3,000,000     Moorestown Township, NJ, 3.99% BANs, 9/5/1996             NR(3)         3,000,770
                -------------------------------------------------------
  2,500,000     New Jersey EDA Weekly VRDNs (Franciscan Oaks)/
                (Bank of Scotland, Edinburgh LOC)                          A-1+         2,500,000
                -------------------------------------------------------
  5,628,000     New Jersey EDA Weekly VRDNs (Meridan Health Care)/
                (First National Bank of Maryland, Baltimore LOC)           P-1          5,628,000
                -------------------------------------------------------
  4,323,000     New Jersey EDA Weekly VRDNs (Molins Machines)/
                (Nationsbank of Virginia, N.A. LOC)                        P-1          4,323,000
                -------------------------------------------------------
  1,445,000     New Jersey EDA Weekly VRDNs (Nash Group)/
                (Chemical Bank, New York LOC)                              A-1          1,445,000
                -------------------------------------------------------
  8,050,000     New Jersey EDA Weekly VRDNs (YA-YWHA of Bergen County,
                NJ)/(Bank of New York, New York LOC)                      VMIG1         8,050,000
                -------------------------------------------------------
  1,600,000     New Jersey EDA, (1994 Series A), 4.35% TOBs (A.F.L.
                Quality, Inc.)/(National Westminster Bank, PLC, London
                LOC), Optional Tender 7/1/1996                             AA-          1,600,000
                -------------------------------------------------------
</TABLE>



NEW JERSEY MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
 ---------                                                                -------       -----
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                NEW JERSEY--CONTINUED
                -------------------------------------------------------
$   560,000     New Jersey EDA, (1994 Series B), 4.35% TOBs (Two
                Univac, L.L.C.)/(National Westminster Bank, PLC, London
                LOC), Optional Tender 7/1/1996                            SP-1+      $    560,000
                -------------------------------------------------------
  2,700,000     New Jersey EDA, (Series 1984) Weekly VRDNs (Burmah-
                Castrol Inc. Project)/(Barclays Bank PLC, London LOC)      A-1+         2,700,000
                -------------------------------------------------------
  4,200,000     New Jersey EDA, (Series 1986) Weekly VRDNs (Ridgefield
                Associates)/(Bank of Tokyo Ltd., Tokyo LOC)                P-1          4,200,000
                -------------------------------------------------------
    350,000     New Jersey EDA, (Series 1987G) Weekly VRDNs (W.Y. Urban
                Renewal)/(National Westminster Bank, PLC, London LOC)     VMIG1           350,000
                -------------------------------------------------------
  2,400,000     New Jersey EDA, (Series 1988-F) Weekly VRDNs (Lamington
                Corners Associates)/(First Fidelity
                Bank, NA, New Jersey LOC)                                 VMIG1         2,400,000
                -------------------------------------------------------
  1,500,000     New Jersey EDA, (Series 1991), 3.75% CP (Chambers
                Cogeneration Ltd Partnership)/(Swiss Bank Corp., Basle
                LOC), Mandatory Tender 1/22/1996                           A-1+         1,500,000
                -------------------------------------------------------
  1,180,000     New Jersey EDA, (Series 1992 Q) Weekly VRDNs (Physical
                Accoustics, Inc.)/(Banque Nationale de Paris LOC)         VMIG1         1,180,000
                -------------------------------------------------------
  1,170,000     New Jersey EDA, (Series 1992 Z) Weekly VRDNs (West-Ward
                Pharmaceuticals)/(Banque Nationale de Paris LOC)          VMIG1         1,170,000
                -------------------------------------------------------
  1,080,000     New Jersey EDA, (Series 1992D-1) Weekly VRDNs
                (Danlin Corp.)/(Banque Nationale de Paris LOC)            VMIG1         1,080,000
                -------------------------------------------------------
  2,285,000     New Jersey EDA, (Series 1992I-1) Weekly VRDNs
                (Geshem Realty)/(Banque Nationale de Paris LOC)           VMIG1         2,285,000
                -------------------------------------------------------
  3,010,000     New Jersey EDA, (Series 1992L) Weekly VRDNs
                (Kent Place School)/(Banque Nationale de Paris LOC)       VMIG1         3,010,000
                -------------------------------------------------------
  1,600,000     New Jersey EDA, (Series 1995) Weekly VRDNs (Filtra
                Corporation Project)/(Chemical Bank, New York LOC)         P-1          1,600,000
                -------------------------------------------------------
  3,200,000     New Jersey EDA, (Series 1995) Weekly VRDNs (Hillcrest
                Health Service System, Inc.)/(Industrial Bank of Japan
                Ltd., Tokyo LOC)                                           P-1          3,200,000
                -------------------------------------------------------
</TABLE>



NEW JERSEY MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
 ---------                                                                -------       -----
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                NEW JERSEY--CONTINUED
                -------------------------------------------------------
$ 2,000,000     New Jersey EDA, (Series 1995) Weekly VRDNs
                (International Vitamin Corporation Project)/
                (National Westminster Bank, PLC, London LOC)               P-1       $  2,000,000
                -------------------------------------------------------
  1,250,000     New Jersey EDA, (Series 1995) Weekly VRDNs (Manhattan
                Bagel Co., Inc.)/(First Fidelity Bank, NA, New Jersey
                LOC)                                                       P-1          1,250,000
                -------------------------------------------------------
  1,005,000     New Jersey EDA, (Series W) Weekly VRDNs (Datatec
                Industries, Inc.)/(Banque Nationale de Paris LOC)          P-1          1,005,000
                -------------------------------------------------------
  2,815,000     New Jersey EDA, Adjustable/Fixed Rate Economic
                Development Bonds Weekly VRDNs (Atlantic States
                Cast Iron Pipe Company)/(Amsouth Bank N.A., Birmingham
                LOC)                                                      VMIG1         2,815,000
                -------------------------------------------------------
  1,400,000     New Jersey EDA, Economic Development Bonds, 1987
                Project Weekly VRDNs (United Jewish Community of Bergen
                County)/(Bank of New York, New York LOC)                   P-1          1,400,000
                -------------------------------------------------------
  1,000,000     New Jersey EDA, Natural Gas Facilities Refunding
                Revenue Bonds (Series 1995A) Daily VRDNs (New Jersey
                Natural Gas Company)/(AMBAC INS)/(Union Bank of
                Switzerland, Zurich LIQ)                                  VMIG1         1,000,000
                -------------------------------------------------------
  3,120,000     New Jersey EDA, Pollution Control Revenue Refunding
                Bonds (Series 1995A), 3.60% CP (Public Service Electric
                and Gas Company)/(MBIA Insurance Corporation INS),
                Mandatory Tender 11/27/1995                                A-1+         3,120,000
                -------------------------------------------------------
  3,055,000     New Jersey Housing & Mortgage Financing Authority,
                (Series 1989-D), 4.00% TOBs (MBIA Insurance
                Corporation INS)/(Citibank NA, New York LIQ),
                Optional Tender 4/1/1996                                  NR(1)         3,055,000
                -------------------------------------------------------
    755,000     New Jersey Housing & Mortgage Financing Authority,
                4.00% TOBs (MBIA Insurance Corporation INS)/
                (Citibank NA, New York LIQ), Optional Tender 4/1/1996     NR(1)           755,000
                -------------------------------------------------------
  4,300,000 (a) New Jersey State Transportation Trust Fund Agency,
                (Series 1993A) Weekly VRDNs (FSA INS)/(Merrill Lynch
                Capital Services, Inc. LIQ)                               VMIG1         4,300,000
                -------------------------------------------------------
</TABLE>



NEW JERSEY MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
 ---------                                                                -------       -----
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                NEW JERSEY--CONTINUED
                -------------------------------------------------------
$ 3,000,000     Port Authority of New York and New Jersey,
                (Series 3) Weekly VRDNs (KIAC Partners)/
                (Deutsche Bank, AG LOC)                                    P-1       $  3,000,000
                -------------------------------------------------------
 10,000,000     Port Authority of New York and New Jersey, (Series
                1991-4) Weekly VRDNs                                                   10,000,000
                -------------------------------------------------------
  1,000,000     Salem County, NJ Pollution Control Financing Authority,
                (Series 1988A), 3.50% CP (Philadelphia Electric Co.)/
                (FGIC INS), Mandatory Tender 11/13/1995                    A-1+         1,000,000
                -------------------------------------------------------
  2,900,000     South Plainfield, NJ, 3.95% BANs, 7/26/1996                 NR          2,901,001
                -------------------------------------------------------
  3,200,421     West Milford Township, NJ, 5.50% BANs, 1/26/1996            NR          3,201,846
                -------------------------------------------------------
    750,000     Woodbury, NJ, 5.20% BANs, 4/12/1996                         NR            751,273
                -------------------------------------------------------              ------------
                Total                                                                 111,893,578
                -------------------------------------------------------              ------------
                PUERTO RICO--3.4%
                -------------------------------------------------------
  4,000,000     Puerto Rico Government Development Bank, 3.80% CP,
                Mandatory Tender 12/8/1995                                 A-1+         4,000,000
                -------------------------------------------------------              ------------
                TOTAL INVESTMENTS AT AMORTIZED COST (B)                              $115,893,578
                -------------------------------------------------------              ------------
</TABLE>


Securities that are subject to Alternative Minimum Tax represent 35.1% of the
portfolio as calculated based upon total portfolio market value.

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

(a) Denotes a restricted security which is subject to restrictions on resale
    under Federal Securities laws. These securities have been determined to be
    liquid under criteria established by the Board of Trustees at the end of the
    period, this security amounted to $4,300,000 which represents 3.7% of net
    assets.

(b) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($116,761,516) at October 31, 1995.


NEW JERSEY MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronyms are used throughout this portfolio:
<TABLE>
<S>    <C>
AMBAC  --American Municipal Bond Assurance Corporation
BANs   --Bond Anticipation Notes
CP     --Commercial Paper
EDA    --Economic Development Authority
FGIC   --Financial Guaranty Insurance Company
FSA    --Financial Security Assurance
INS    --Insurance
LIQ    --Liquidity Agreement
LOC    --Letter of Credit
MBIA   --Municipal Bond Investors Assurance
PLC    --Public Limited Company
TOBs   --Tender Option Bonds
VRDNs  --Variable Rate Demand Notes
</TABLE>


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


NEW JERSEY MUNICIPAL CASH TRUST
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                    <C>         <C>
ASSETS:
- -------------------------------------------------------------------------------
Total investments in securities, at amortized cost and value                       $115,893,578
- -------------------------------------------------------------------------------
Cash                                                                                    241,626
- -------------------------------------------------------------------------------
Income receivable                                                                       945,798
- -------------------------------------------------------------------------------
Receivable for shares sold                                                                1,476
- -------------------------------------------------------------------------------    ------------
     Total assets                                                                   117,082,478
- -------------------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------------------
Payable for shares redeemed                                            $  1,938
- --------------------------------------------------------------------
Income distribution payable                                             287,785
- --------------------------------------------------------------------
Accrued expenses                                                         31,239
- --------------------------------------------------------------------   --------
     Total liabilities                                                                  320,962
- -------------------------------------------------------------------------------    ------------
NET ASSETS for 116,761,516 shares outstanding                                      $116,761,516
- -------------------------------------------------------------------------------    ------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- -------------------------------------------------------------------------------
INSTITUTIONAL SHARES:
- -------------------------------------------------------------------------------
$86,944,238 / 86,944,238 shares outstanding                                               $1.00
- -------------------------------------------------------------------------------    ------------
INSTITUTIONAL SERVICE SHARES:
- -------------------------------------------------------------------------------
$29,817,278 / 29,817,278 shares outstanding                                               $1.00
- -------------------------------------------------------------------------------    ------------
</TABLE>


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


NEW JERSEY MUNICIPAL CASH TRUST
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                          <C>          <C>           <C>
INVESTMENT INCOME:
- ------------------------------------------------------------------------------------
Interest                                                                                $4,265,077
- ------------------------------------------------------------------------------------
EXPENSES:
- ------------------------------------------------------------------------------------
Investment advisory fee                                                   $  431,160
- ----------------------------------------------------------------------
Administrative personnel and services fee                                    155,000
- ----------------------------------------------------------------------
Custodian fees                                                                27,873
- ----------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                      35,329
- ----------------------------------------------------------------------
Directors'/Trustees' fees                                                      1,242
- ----------------------------------------------------------------------
Auditing fees                                                                 14,849
- ----------------------------------------------------------------------
Legal fees                                                                     2,454
- ----------------------------------------------------------------------
Portfolio accounting fees                                                     39,750
- ----------------------------------------------------------------------
Distribution services fee--Institutional Service Shares                       27,107
- ----------------------------------------------------------------------
Shareholder services fee--Institutional Shares                               201,709
- ----------------------------------------------------------------------
Shareholder services fee--Institutional Service Shares                        67,766
- ----------------------------------------------------------------------
Share registration costs                                                      36,077
- ----------------------------------------------------------------------
Printing and postage                                                           9,261
- ----------------------------------------------------------------------
Insurance premiums                                                             5,936
- ----------------------------------------------------------------------
Taxes                                                                            821
- ----------------------------------------------------------------------
Miscellaneous                                                                  7,333
- ----------------------------------------------------------------------    ----------
     Total expenses                                                        1,063,667
- ----------------------------------------------------------------------
Waivers--
- ----------------------------------------------------------------------
  Waiver of investment advisory fee                          $(228,371)
- ----------------------------------------------------------
  Waiver of distribution services fee--Institutional
  Service Shares                                               (27,107)
- ----------------------------------------------------------
  Waiver of shareholder services fee--Institutional Shares    (159,821)
- ----------------------------------------------------------
  Waiver of shareholder services fee--Institutional
  Service Shares                                               (26,242)
- ----------------------------------------------------------   ---------
     Total waivers                                                          (441,541)
- ----------------------------------------------------------------------    ----------
       Net expenses                                                                        622,126
- ------------------------------------------------------------------------------------    ----------
          Net investment income                                                         $3,642,951
- ------------------------------------------------------------------------------------    ----------
</TABLE>


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


NEW JERSEY MUNICIPAL CASH TRUST
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                                                  -----------------------------
                                                                      1995            1994
                                                                  -------------   -------------
<S>                                                               <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------------------------------
OPERATIONS--
- ----------------------------------------------------------------
Net investment income                                             $   3,642,951   $   2,157,116
- ----------------------------------------------------------------  -------------   -------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ----------------------------------------------------------------
Distributions from net investment income
- ----------------------------------------------------------------
  Institutional Shares                                               (2,752,708)     (1,478,776)
- ----------------------------------------------------------------
  Institutional Service Shares                                         (890,243)       (678,340)
- ----------------------------------------------------------------  -------------   -------------
     Change in net assets resulting from distributions to
     shareholders                                                    (3,642,951)     (2,157,116)
- ----------------------------------------------------------------  -------------   -------------
SHARE TRANSACTIONS--
- ----------------------------------------------------------------
Proceeds from sale of shares                                        425,149,193     344,046,340
- ----------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of
distributions declared                                                  545,318         426,614
- ----------------------------------------------------------------
Cost of shares redeemed                                            (408,621,137)   (332,135,904)
- ----------------------------------------------------------------  -------------   -------------
     Change in net assets resulting from share transactions          17,073,374      12,337,050
- ----------------------------------------------------------------  -------------   -------------
          Change in net assets                                       17,073,374      12,337,050
- ----------------------------------------------------------------
NET ASSETS:
- ----------------------------------------------------------------
Beginning of period                                                  99,688,142      87,351,092
- ----------------------------------------------------------------  -------------   -------------
End of period                                                     $ 116,761,516   $  99,688,142
- ----------------------------------------------------------------  -------------   -------------
</TABLE>


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


NEW JERSEY MUNICIPAL CASH TRUST
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
(1) ORGANIZATION

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

(2) SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

     CONCENTRATION OF CREDIT RISK--Since the Fund invests a substantial portion
     of its assets in issuers located in one state, it will be more susceptible
     to factors adversely affecting issuers of that state than would be a
     comparable tax-exempt mutual fund that invests nationally. In order to
     reduce the credit risk associated with such factors, at October 31, 1995,
     66.9% of the securities in the portfolio of investments are backed by
     letters of credit or bond insurance of various financial institutions and
     financial guaranty assurance agencies. The value of investments insured by
     or


NEW JERSEY MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

     supported (backed) by a letter of credit for any one institution or agency
     does not exceed 8.4% of total investments.

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

     Additional information on each restricted security held at October 31, 1995
     is as follows:
<TABLE>
<CAPTION>
                          SECURITY                        ACQUISITION DATE    ACQUISITION COST
     --------------------------------------------------   ----------------    ----------------
     <S>                                                  <C>                 <C>
     New Jersey State Transportation Trust Fund Agency,
     (Series 1993A) Weekly VRDNs (FSA INS)/(Merrill
     Lynch Capital Services, Inc. LIQ)                         10/4/95           $4,300,000
</TABLE>


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

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At October 31, 1995, capital paid-in aggregated $116,761,516.

Transactions in shares were as follows:
<TABLE>
<CAPTION>
                                                                       YEAR ENDED OCTOBER 31,
                                                                    ----------------------------
INSTITUTIONAL SHARES                                                     1995            1994
- -----------------------------------------------------------------   ------------    ------------
<S>                                                                 <C>             <C>
Shares sold                                                          334,240,209     240,111,228
- -----------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                                15,613           2,995
- -----------------------------------------------------------------
Shares redeemed                                                     (310,295,248)   (243,476,200)
- -----------------------------------------------------------------   ------------    ------------
  Net change resulting from Institutional share transactions          23,960,574      (3,361,977)
- -----------------------------------------------------------------   ------------    ------------
</TABLE>



NEW JERSEY MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       YEAR ENDED OCTOBER 31,
                                                                    ----------------------------
INSTITUTIONAL SERVICE SHARES                                            1995            1994
- -----------------------------------------------------------------   ------------    ------------
<S>                                                                 <C>             <C>
Shares sold                                                           90,908,984     103,935,112
- -----------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                               529,705         423,619
- -----------------------------------------------------------------
Shares redeemed                                                      (98,325,889)    (88,659,704)
- -----------------------------------------------------------------   ------------    ------------
  Net change resulting from Institutional Service share
     transactions                                                     (6,887,200)     15,699,027
- -----------------------------------------------------------------   ------------    ------------
     Net change resulting from share transactions                     17,073,374      12,337,050
- -----------------------------------------------------------------   ------------    ------------
</TABLE>


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Federated Management, the Fund's investment adviser,
(the "Adviser"), receives for its services an annual investment advisory fee
equal to .40 of 1% of the Fund's average daily net assets. The Adviser may
voluntarily choose to waive any portion of its fee and/or reimburse certain
operating expenses of the Fund. The Adviser can modify or terminate this
voluntary waiver and/or reimbursement at any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services under the Administrative
Services Agreement, provides the Fund with administrative personnel and
services. This fee is based on the level of average aggregate daily net assets
of all funds advised by subsidiaries of Federated Investors for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

DISTRIBUTION SERVICES FEE--The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will
reimburse Federated Securities Corp. ("FSC"), the principal distributor, from
the net assets of the Fund to finance activities intended to result in the sale
of the Fund's Institutional Service Shares. The Plan provides that the Fund may
incur distribution expenses up to .10 of 1% of the average daily net assets of
the Institutional Service Shares, annually, to reimburse FSC.

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services ("FSS"), the Fund will pay FSS up to .25 of
1% of average daily net assets of the Fund for the period. This fee is to obtain
certain services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive a portion of its fee. FSS can modify or terminate
this voluntarily waiver at any time at its sole discretion.

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



NEW JERSEY MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

PORTFOLIO ACCOUNTING FEES--FServ maintains the Fund's accounting records for
which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.

ORGANIZATIONAL EXPENSES--Organizational expenses of $61,531 and start-up
administrative service expenses of $16,639 were borne initially by the Adviser.
The Fund has agreed to reimburse the Adviser for the organizational and start-up
administrative expenses at an annual rate of .005 of 1% and .01% of 1% of
average daily net assets, respectively, until expenses initially borne are fully
reimbursed or the expiration of five years after December 10, 1990 (the date the
Fund became effective), whichever occurs earlier. For the period ended October
31, 1995, the Fund paid $5,318 and $0, respectively, pursuant to this agreement.

INTERFUND TRANSACTIONS--During the period ended October 31, 1995, the Fund
engaged in purchase and sale transactions with funds that have a common
investment adviser, common Directors/Trustees, and/or common Officers. These
transactions were made at current market value pursuant to rule 17a-7 under the
Act amounting to $202,035,250 and $189,185,000, respectively.

GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.

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

To the Shareholders and Board of Trustees of
FEDERATED MUNICIPAL TRUST
(New Jersey Municipal Cash Trust):

We have audited the accompanying statement of assets and liabilities of New
Jersey Municipal Cash Trust (an investment portfolio of Federated Municipal
Trust, a Massachusetts business trust), including the schedule of portfolio
investments, as of October 31, 1995, the related statement of operations for the
year then ended, and the statement of changes in net assets for each of the two
years in the period then ended and the financial highlights (see pages 2 and 16
of the prospectus) for the periods presented. These financial statements and
financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of New
Jersey Municipal Cash Trust (an investment portfolio of Federated Municipal
Trust) as of October 31, 1995, the results of its operations for the year then
ended, and the changes in its net assets for each of the two years in the period
then ended and the financial highlights for the periods presented, in conformity
with generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
December 15, 1995


ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>             <C>                                          <C>
New Jersey Municipal Cash Trust
                Institutional Service Shares                 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                        P.O. Box 8600
                Trust Company                                Boston, MA 02266-8600
- ------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                   P.O. Box 8600
                                                             Boston, MA 02266-8600
- ------------------------------------------------------------------------------------------------
Independent Public Accountants
                Arthur Andersen LLP                          2100 One PPG Place
                                                             Pittsburgh, PA 15222
- ------------------------------------------------------------------------------------------------
</TABLE>



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

- --------------------------------------------------------------------------------
                                      NEW JERSEY MUNICIPAL
                                      CASH TRUST
                                      INSTITUTIONAL SERVICE SHARES

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

                                      Prospectus dated December 31, 1995

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      CUSIP 314229709
      0100802A-SS (12/95)

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

- --------------------------------------------------------------------------------
NEW JERSEY MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SHARES
PROSPECTUS

The Institutional Shares of New Jersey 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 primarily in short-term New Jersey
municipal securities, including securities of states, territories, and
possessions of the United States which are not issued by or on behalf of New
Jersey, or its political subdivisions and financing authorities, but which
provide income exempt from federal regular income tax and New Jersey state
income tax imposed upon non-corporate taxpayers consistent with stability of
principal.

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 December 31,
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,
or a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995

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

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

FINANCIAL HIGHLIGHTS--
  INSTITUTIONAL SHARES                                                         2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
  New Jersey Municipal Securities                                              6
  Investment Risks                                                             6
  Non-Diversification                                                          6
  Investment Limitations                                                       7

FUND INFORMATION                                                               7
- ------------------------------------------------------

  Management of the Fund                                                       7
  Distribution of Institutional Shares                                         8
  Administration of the Fund                                                   9

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

HOW TO PURCHASE SHARES                                                         9
- ------------------------------------------------------

HOW TO REDEEM SHARES                                                          10
- ------------------------------------------------------

ACCOUNT AND SHARE INFORMATION                                                 11
- ------------------------------------------------------

TAX INFORMATION                                                               12
- ------------------------------------------------------

  Federal Income Tax                                                          12
  State and Local Taxes                                                       13

OTHER CLASSES OF SHARES                                                       13
- ------------------------------------------------------
PERFORMANCE INFORMATION                                                       14
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--
  INSTITUTIONAL SERVICE SHARES                                                15
- ------------------------------------------------------

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

REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                                                 28
- ------------------------------------------------------

ADDRESSES                                                                     29
- ------------------------------------------------------

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                             <C>      <C>
                                     INSTITUTIONAL SHARES
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price).................................................     None
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price).................................................     None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)...............................     None
Redemption Fee (as a percentage of amount redeemed, if applicable)....................     None
Exchange Fee..........................................................................     None
                                   ANNUAL OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver) (1).....................................................    0.19%
12b-1 Fee.............................................................................     None
Total Other Expenses..................................................................    0.36%
  Shareholder Services Fee (after waiver) (2)................................    0.05%
     Total Operating Expenses (3)............................................             0.55%
</TABLE>


(1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.40%.

(2) The maximum shareholder services fee is 0.25%.

(3) The total operating expenses would have been 0.96% absent the voluntary
waivers of a portion of the management fee and a portion of the shareholder
services fee.

  The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Shares of the
Fund will bear, either directly or indirectly. For more complete descriptions of
the various costs and expenses, see "Fund Information." Wire-transferred
redemptions of less than $5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
                      EXAMPLE                          1 year     3 years     5 years     10 years
- ---------------------------------------------------    ------     -------     -------     --------
<S>                                                    <C>        <C>         <C>         <C>
You would pay the following expenses on a $1,000
investment assuming (1) 5% annual return and (2)
  redemption at the end of each time period........      $6         $18         $31         $ 69
</TABLE>


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

NEW JERSEY MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 28.
<TABLE>
<CAPTION>
                                                          YEAR ENDED OCTOBER 31,
                                             ------------------------------------------------
                                             1995      1994      1993**     1992      1991(A)
                                             -----     -----     ------     -----     -------
<S>                                          <C>       <C>       <C>        <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD         $1.00     $1.00     $1.00      $1.00      $1.00
- -------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------
  Net investment income                       0.03      0.02      0.02       0.03       0.04
- -------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------
  Distributions from net investment income   (0.03)    (0.02)    (0.02 )    (0.03)     (0.04)
- -------------------------------------------  -----     -----     ------     -----     ------
NET ASSET VALUE, END OF PERIOD               $1.00     $1.00     $1.00      $1.00      $1.00
- -------------------------------------------  -----     -----     ------     -----     ------
TOTAL RETURN (B)                              3.46%     2.26%     2.22 %     2.96%      3.87%
- -------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------
  Expenses                                    0.55%     0.54%     0.46 %     0.45%      0.27%*
- -------------------------------------------
  Net investment income                       3.41%     2.22%     2.19 %     2.86%      4.19%*
- -------------------------------------------
  Expense waiver/reimbursement (c)            0.41%     0.39%     0.45 %     0.51%      0.67%*
- -------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------
  Net assets, end of period (000 omitted)     $86,944    $62,984    $66,346     $57,657   $39,423
- -------------------------------------------
</TABLE>


 * Computed on an annualized basis.

** Prior to October 6, 1993, the Fund provided three classes of shares.

(a) Reflects operations for the period from December 13, 1990 (date of initial
    public investment) to October 31, 1991.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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

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 shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Institutional Shares and
Institutional Service Shares. This prospectus relates only to Institutional
Shares of the Fund, which are designed primarily for financial institutions
acting in an agency or fiduciary capacity as a convenient means of accumulating
an interest in a professionally managed, non-diversified portfolio investing
primarily in short-term New Jersey municipal securities. The Fund may not be a
suitable investment for retirement plans or for non-New Jersey taxpayers because
it invests in municipal securities of that state. A minimum initial investment
of $25,000 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 New Jersey state income tax imposed upon non-corporate
taxpayers consistent with stability of principal. 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
complying with the various requirements of Rule 2a-7 under the Investment
Company Act of 1940 which regulates money market mutual funds and by following
the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of New
Jersey 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 New Jersey state income tax imposed upon
non-corporate taxpayers. (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 New Jersey 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 New Jersey state income tax imposed upon

non-corporate taxpayers ("New Jersey Municipal Securities"). Examples of New
Jersey Municipal Securities include, but are not limited to:

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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS. The Fund may purchase interests in New Jersey
     Municipal Securities from financial institutions such as commercial and
     investment banks, savings 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 New Jersey 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. Lease obligations may be subject to periodic appropriation.
     Municipal leases are subject to certain specific risks in the event of
     default or failure of appropriation.

CREDIT ENHANCEMENT. Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.

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

DEMAND FEATURES. The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued

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

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, all of comparable quality to other
securities in which the Fund invests, such as: obligations issued by or on
behalf of municipal or corporate issuers; 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 New Jersey
Municipal Securities is subject to the federal alternative minimum tax.

NEW JERSEY MUNICIPAL SECURITIES

New Jersey 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.

New Jersey 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 New Jersey 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 New Jersey 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 New Jersey 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 New Jersey
Municipal Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in New Jersey 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
New Jersey 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 New Jersey 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 directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of its cash value with an agreement to buy it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow up to
one-third of the value of its total assets and pledge up to 15% of the value of
its total assets to secure such borrowings. These investment limitations cannot
be changed without shareholder approval.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES. The Fund 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 .40 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 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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SHARES

Federated Securities Corp. is the principal distributor for Institutional 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. The Fund has entered into a Shareholder Services Agreement
with Federated Shareholder Services, a subsidiary of Federated Investors, under
which the Fund may make payments up to .25 of 1% of the average daily net asset
value of Institutional Shares, computed at an annual rate, to obtain certain
personal services for shareholders and provide maintenance of shareholder
accounts ("shareholder services"). From time to time and for such periods as
deemed appropriate, the amount stated above may be reduced voluntarily.

Under the Shareholder Services Agreement, Federated Shareholder Services will
either perform shareholder services directly or will select financial
institutions to perform shareholder services. Financial institutions will
receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS. 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.
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:
<TABLE>
<CAPTION>
                                  AVERAGE AGGREGATE
     MAXIMUM FEE                  DAILY NET ASSETS
- ---------------------    -----------------------------------
<S>                      <C>
      .15 of 1%               on the first $250 million
     .125 of 1%               on the next $250 million
      .10 of 1%               on the next $250 million
     .075 of 1%          on assets in excess of $750 million
</TABLE>


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

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

The Fund attempts to stabilize the net asset value of Institutional Shares at
$1.00 by valuing the portfolio securities using the amortized cost method. The
net asset value per share is determined by subtracting liabilities attributable
to shares from the value of Fund assets attributable to shares, 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, Monday through Friday, except on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

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 is open for business. Shares may be purchased either by wire or by
check. The Fund reserves the right to reject any purchase request.

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone. The
minimum initial investment is $25,000. However, an account may be opened with a
smaller amount as long as the minimum is reached within 90 days. Minimum
investments will be calculated by combining all accounts maintained with the
Fund. Financial institutions may impose different minimum investment
requirements on their customers.

PURCHASING SHARES BY WIRE. Shares may be purchased by Federal Reserve wire by
calling the Fund before 1:00 p.m. (Eastern time) to place an order. The order is
considered received immediately.

Payment by federal funds must be received before 3:00 p.m. (Eastern time) that
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: New Jersey Municipal Cash Trust--Institutional Shares; 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. Questions on wire purchases should be directed to your shareholder
services representative at the telephone number listed on your account
statement.

PURCHASING SHARES BY CHECK. Shares may be purchased by mailing a check made
payable to New Jersey Municipal Cash Trust--Institutional Shares to: Federated
Services Company, P.O. Box 8600, Boston, MA 02266-8600. Orders by mail are
considered received when payment by check is converted into federal funds. This
is normally the next business day after the check is received.

SUBACCOUNTING SERVICES. Financial institutions are encouraged to open single
master accounts. A subaccounting system is available through the transfer agent
to minimize internal recordkeeping requirements. The transfer agent charges a
fee based on the level of subaccounting services rendered. Financial
institutions may charge or pass through subaccounting fees as part of or in
addition to normal trust or agency account fees. They may also charge fees for
other services provided which may be related to the ownership of Fund shares.
This prospectus should, therefore, be read together with any agreement between
the customer and the financial institution with regard to the services provided,
the fees charged for those services, and any restrictions and limitations
imposed. State securities laws may require certain financial institutions such
as depository institutions to register as dealers.

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

Shares are redeemed at their net asset value next determined after Federated
Services Company 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 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 p.m. (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 dividend. Proceeds from
redemption requests received after that time include that day's dividend but
will be wired the following business day. Proceeds from redemption requests
received on holidays when wire transfers are restricted will be wired the
following business day. Questions about telephone redemptions on days when wire
transfers are restricted should be directed to your shareholder services
representative at the telephone number listed on your account statement.

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 to: Federated Services Company, P.O. Box 8600, Boston, MA
02266-8600. If share certificates have been issued, they should be sent
unendorsed with the written request by registered or certified mail to the
address noted above.

The written request should state: the Fund name and the class designation; 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. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the 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 association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm 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.

ACCOUNT AND SHARE 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. Shares purchased by
wire before 1:00 p.m. (Eastern time) begin earning dividends that day. Shares
purchased by check begin earning dividends the day after the check is converted
into federal funds.

CAPITAL GAINS. The Fund does not expect to realize any capital gains or losses.
If capital gains or losses were to occur, they could result in an increase or
decrease in dividends. The Fund will distribute in cash or additional shares any
realized net long-term capital gains at least once every 12 months.

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 all
transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES. Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account balance falls below a required minimum value of
$25,000 due to shareholder redemptions. Before shares are

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

VOTING RIGHTS. Each shareholder has one vote in Trustee elections and other
matters submitted to shareholders for vote. All shares of all classes of each
portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. 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 election of Trustees under certain
circumstances.
Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

As of December 4, 1995, National Westminster Bank NJ, Jersey City, NJ, owned
40.78% of the voting securities of the Fund's Institutional Shares and Fiduciary
Trust Co. International, New York, NY, owned 33.94% of the voting securities of
the Fund's Institutional Service Shares, and, therefore, may, for certain
purposes, be deemed to control the Fund and be able to affect the outcome of
certain matters presented for a vote of shareholders.

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 New
Jersey. Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.

NEW JERSEY TAXES. Under existing New Jersey laws, distributions made by the Fund
will not be subject to New Jersey income taxes to the extent that such
distributions qualify as exempt-interest dividends under the Internal Revenue
Code, and represent (i) interest or gain from obligations issued by or on behalf
of the State of New Jersey or any county, municipality, school or other
district, agency, authority, commission, instrumentality, public corporation,
body corporate and politic or political subdivision of New Jersey; or (ii)
interest or gain from obligations (such as obligations of the United States)
that are statutorily free from New Jersey taxation under federal or New Jersey
state laws. Conversely, to the extent that distributions by the Fund are
attributable to other types of obligations, such distributions will be subject
to New Jersey income taxes.

Distributions received by a corporate shareholder from the Fund will not be
exempt from New Jersey Corporation Business Tax or New Jersey Corporation Income
Tax.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund also offers another class of shares called Institutional Service
Shares. Institutional Service Shares are sold at net asset value primarily to
financial institutions acting in an agency or fiduciary capacity and are subject
to a minimum initial investment of $25,000 over a 90-day period.

All classes are subject to certain of the same expenses.

Institutional Service Shares are distributed under a 12b-1 Plan adopted by the
Fund and also are subject to shareholder services fees.

Expense differences between classes may affect the performance of each class.

To obtain more information and a prospectus for any other class, investors may
call 1-800-235-4669.

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

From time to time, the Fund advertises its total return, yield, effective yield,
and tax-equivalent yield for shares. The performance figures will be calculated
separately for each class of shares.

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 shares' tax-exempt yield, assuming a specific tax rate.

Total return represents the change, over a specified period of time, in the
value of an investment in the shares 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 the
Fund's performance to certain indices.

NEW JERSEY MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants, on page 28.
<TABLE>
<CAPTION>
                                                           YEAR ENDED OCTOBER 31,
                                               -----------------------------------------------
                                               1995      1994      1993      1992      1991(A)
                                               -----     -----     -----     -----     -------
<S>                                            <C>       <C>       <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD           $1.00     $1.00     $1.00     $1.00      $1.00
- ---------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------------------
  Net investment income                         0.03      0.02      0.02      0.03       0.04
- ---------------------------------------------
LESS DISTRIBUTIONS
- ---------------------------------------------
  Distributions from net investment income     (0.03)    (0.02)    (0.02)    (0.03)     (0.04)
- ---------------------------------------------  -----     -----     -----     -----     ------
NET ASSET VALUE, END OF PERIOD                 $1.00     $1.00     $1.00     $1.00      $1.00
- ---------------------------------------------  -----     -----     -----     -----     ------
TOTAL RETURN (B)                                3.36%     2.16%     2.12%     2.86%      3.82%
- ---------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ---------------------------------------------
  Expenses                                      0.65%     0.65%     0.56%     0.55%      0.35%*
- ---------------------------------------------
  Net investment income                         3.28%     2.19%     2.08%     2.69%      4.11%*
- ---------------------------------------------
  Expense waiver/reimbursement (c)              0.41%     0.41%     0.45%     0.51%      0.69%*
- ---------------------------------------------
SUPPLEMENTAL DATA
- ---------------------------------------------
  Net assets, end of period (000 omitted)       $29,817    $36,704    $21,005    $26,844   $17,709
- ---------------------------------------------
</TABLE>


* Computed on an annualized basis.

(a) Reflects operations for the period from December 13, 1990 (date of initial
    public investment) to October 31, 1991.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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

NEW JERSEY MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--99.2%
- -----------------------------------------------------------------------
                NEW JERSEY--95.8%
                -------------------------------------------------------
$   700,000     Atlantic County, NJ Improvement Authority Weekly VRDNs
                (Marine Midland Bank N.A., Buffalo, NY LOC)               VMIG1      $    700,000
                -------------------------------------------------------
  1,801,896     Atlantic Highlands, NJ, 5.125% BANs, 11/17/1995           NR(3)         1,802,216
                -------------------------------------------------------
  1,925,000     Bordentown, NJ, 4.15% BANs, 6/27/1996                       NR          1,926,802
                -------------------------------------------------------
  1,000,000     Florence Township, NJ, 5.25% BANs, 2/15/1996              NR(3)         1,001,035
                -------------------------------------------------------
  4,500,000     Galloway Township, NJ, 5.25% BANs, 3/14/1996              NR(3)         4,505,882
                -------------------------------------------------------
  1,850,000     Hopewell Township, NJ, 4.15% BANs, 8/27/1996                NR          1,852,174
                -------------------------------------------------------
  1,961,389     Long Hill Township, NJ, 4.00% BANs, 7/19/1996               NR          1,964,891
                -------------------------------------------------------
  1,800,000     Mercer County, NJ Improvement Authority Weekly VRDNs
                (Mercer County, NJ Pooled Governmental Loan
                Program)/(Credit Suisse, Zurich LOC)                       A-1+         1,800,000
                -------------------------------------------------------
  1,500,000     Middlesex County, NJ PCFA Weekly VRDNs (FMC Gold
                Co.)/(Wachovia Bank of NC, NA, Winston-Salem LOC)          P-1          1,500,000
                -------------------------------------------------------
  1,500,000     Montclair Township, NJ, 4.25% BANs, 6/28/1996             NR(3)         1,504,688
                -------------------------------------------------------
  3,000,000     Moorestown Township, NJ, 3.99% BANs, 9/5/1996             NR(3)         3,000,770
                -------------------------------------------------------
  2,500,000     New Jersey EDA Weekly VRDNs (Franciscan Oaks)/
                (Bank of Scotland, Edinburgh LOC)                          A-1+         2,500,000
                -------------------------------------------------------
  5,628,000     New Jersey EDA Weekly VRDNs (Meridan Health Care)/
                (First National Bank of Maryland, Baltimore LOC)           P-1          5,628,000
                -------------------------------------------------------
  4,323,000     New Jersey EDA Weekly VRDNs (Molins Machines)/
                (Nationsbank of Virginia, N.A. LOC)                        P-1          4,323,000
                -------------------------------------------------------
  1,445,000     New Jersey EDA Weekly VRDNs (Nash Group)/
                (Chemical Bank, New York LOC)                              A-1          1,445,000
                -------------------------------------------------------
  8,050,000     New Jersey EDA Weekly VRDNs (YA-YWHA of Bergen County,
                NJ)/(Bank of New York, New York LOC)                      VMIG1         8,050,000
                -------------------------------------------------------
</TABLE>


NEW JERSEY MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
 ---------      -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                NEW JERSEY--CONTINUED
                -------------------------------------------------------
$ 1,600,000     New Jersey EDA, (1994 Series A), 4.35% TOBs (A.F.L.
                Quality, Inc.)/(National Westminster Bank, PLC, London
                LOC), Optional Tender 7/1/1996                             AA-       $  1,600,000
                -------------------------------------------------------
    560,000     New Jersey EDA, (1994 Series B), 4.35% TOBs (Two
                Univac, L.L.C.)/(National Westminster Bank, PLC, London
                LOC), Optional Tender 7/1/1996                            SP-1+           560,000
                -------------------------------------------------------
  2,700,000     New Jersey EDA, (Series 1984) Weekly VRDNs (Burmah-
                Castrol Inc. Project)/(Barclays Bank PLC, London LOC)      A-1+         2,700,000
                -------------------------------------------------------
  4,200,000     New Jersey EDA, (Series 1986) Weekly VRDNs (Ridgefield
                Associates)/(Bank of Tokyo Ltd., Tokyo LOC)                P-1          4,200,000
                -------------------------------------------------------
    350,000     New Jersey EDA, (Series 1987G) Weekly VRDNs (W.Y. Urban
                Renewal)/(National Westminster Bank, PLC, London LOC)     VMIG1           350,000
                -------------------------------------------------------
  2,400,000     New Jersey EDA, (Series 1988-F) Weekly VRDNs (Lamington
                Corners Associates)/(First Fidelity
                Bank, NA, New Jersey LOC)                                 VMIG1         2,400,000
                -------------------------------------------------------
  1,500,000     New Jersey EDA, (Series 1991), 3.75% CP (Chambers
                Cogeneration Ltd Partnership)/(Swiss Bank Corp., Basle
                LOC), Mandatory Tender 1/22/1996                           A-1+         1,500,000
                -------------------------------------------------------
  1,180,000     New Jersey EDA, (Series 1992 Q) Weekly VRDNs (Physical
                Accoustics, Inc.)/(Banque Nationale de Paris LOC)         VMIG1         1,180,000
                -------------------------------------------------------
  1,170,000     New Jersey EDA, (Series 1992 Z) Weekly VRDNs (West-Ward
                Pharmaceuticals)/(Banque Nationale de Paris LOC)          VMIG1         1,170,000
                -------------------------------------------------------
  1,080,000     New Jersey EDA, (Series 1992D-1) Weekly VRDNs
                (Danlin Corp.)/(Banque Nationale de Paris LOC)            VMIG1         1,080,000
                -------------------------------------------------------
  2,285,000     New Jersey EDA, (Series 1992I-1) Weekly VRDNs
                (Geshem Realty)/(Banque Nationale de Paris LOC)           VMIG1         2,285,000
                -------------------------------------------------------
  3,010,000     New Jersey EDA, (Series 1992L) Weekly VRDNs
                (Kent Place School)/(Banque Nationale de Paris LOC)       VMIG1         3,010,000
                -------------------------------------------------------
  1,600,000     New Jersey EDA, (Series 1995) Weekly VRDNs (Filtra
                Corporation Project)/(Chemical Bank, New York LOC)         P-1          1,600,000
                -------------------------------------------------------
</TABLE>


NEW JERSEY MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
 ---------      -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                NEW JERSEY--CONTINUED
                -------------------------------------------------------
$ 3,200,000     New Jersey EDA, (Series 1995) Weekly VRDNs (Hillcrest
                Health Service System, Inc.)/(Industrial Bank of Japan
                Ltd., Tokyo LOC)                                           P-1       $  3,200,000
                -------------------------------------------------------
  2,000,000     New Jersey EDA, (Series 1995) Weekly VRDNs
                (International Vitamin Corporation Project)/
                (National Westminster Bank, PLC, London LOC)               P-1          2,000,000
                -------------------------------------------------------
  1,250,000     New Jersey EDA, (Series 1995) Weekly VRDNs (Manhattan
                Bagel Co., Inc.)/(First Fidelity Bank, NA, New Jersey
                LOC)                                                       P-1          1,250,000
                -------------------------------------------------------
  1,005,000     New Jersey EDA, (Series W) Weekly VRDNs (Datatec
                Industries, Inc.)/(Banque Nationale de Paris LOC)          P-1          1,005,000
                -------------------------------------------------------
  2,815,000     New Jersey EDA, Adjustable/Fixed Rate Economic
                Development Bonds Weekly VRDNs (Atlantic States
                Cast Iron Pipe Company)/(Amsouth Bank N.A., Birmingham
                LOC)                                                      VMIG1         2,815,000
                -------------------------------------------------------
  1,400,000     New Jersey EDA, Economic Development Bonds, 1987
                Project Weekly VRDNs (United Jewish Community of Bergen
                County)/(Bank of New York, New York LOC)                   P-1          1,400,000
                -------------------------------------------------------
  1,000,000     New Jersey EDA, Natural Gas Facilities Refunding
                Revenue Bonds (Series 1995A) Daily VRDNs (New Jersey
                Natural Gas Company)/(AMBAC INS)/(Union Bank of
                Switzerland, Zurich LIQ)                                  VMIG1         1,000,000
                -------------------------------------------------------
  3,120,000     New Jersey EDA, Pollution Control Revenue Refunding
                Bonds (Series 1995A), 3.60% CP (Public Service Electric
                and Gas Company)/(MBIA Insurance Corporation INS),
                Mandatory Tender 11/27/1995                                A-1+         3,120,000
                -------------------------------------------------------
  3,055,000     New Jersey Housing & Mortgage Financing Authority,
                (Series 1989-D), 4.00% TOBs (MBIA Insurance
                Corporation INS)/(Citibank NA, New York LIQ),
                Optional Tender 4/1/1996                                  NR(1)         3,055,000
                -------------------------------------------------------
    755,000     New Jersey Housing & Mortgage Financing Authority,
                4.00% TOBs (MBIA Insurance Corporation INS)/
                (Citibank NA, New York LIQ), Optional Tender 4/1/1996     NR(1)           755,000
                -------------------------------------------------------
</TABLE>


NEW JERSEY MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
 ---------      -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                NEW JERSEY--CONTINUED
                -------------------------------------------------------
$ 4,300,000 (a) New Jersey State Transportation Trust Fund Agency,
                (Series 1993A) Weekly VRDNs (FSA INS)/(Merrill Lynch
                Capital Services, Inc. LIQ)                               VMIG1      $  4,300,000
                -------------------------------------------------------
  3,000,000     Port Authority of New York and New Jersey,
                (Series 3) Weekly VRDNs (KIAC Partners)/
                (Deutsche Bank, AG LOC)                                    P-1          3,000,000
                -------------------------------------------------------
 10,000,000     Port Authority of New York and New Jersey, (Series
                1991-4) Weekly VRDNs                                                   10,000,000
                -------------------------------------------------------
  1,000,000     Salem County, NJ Pollution Control Financing Authority,
                (Series 1988A), 3.50% CP (Philadelphia Electric Co.)/
                (FGIC INS), Mandatory Tender 11/13/1995                    A-1+         1,000,000
                -------------------------------------------------------
  2,900,000     South Plainfield, NJ, 3.95% BANs, 7/26/1996                 NR          2,901,001
                -------------------------------------------------------
  3,200,421     West Milford Township, NJ, 5.50% BANs, 1/26/1996            NR          3,201,846
                -------------------------------------------------------
    750,000     Woodbury, NJ, 5.20% BANs, 4/12/1996                         NR            751,273
                -------------------------------------------------------              ------------
                Total                                                                 111,893,578
                -------------------------------------------------------              ------------
                PUERTO RICO--3.4%
                -------------------------------------------------------
  4,000,000     Puerto Rico Government Development Bank, 3.80% CP,
                Mandatory Tender 12/8/1995                                 A-1+         4,000,000
                -------------------------------------------------------              ------------
                TOTAL INVESTMENTS AT AMORTIZED COST (B)                              $115,893,578
                -------------------------------------------------------              ------------
</TABLE>


Securities that are subject to Alternative Minimum Tax represent 35.1% of the
portfolio as calculated based upon total portfolio market value.

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

(a) Denotes a restricted security which is subject to restrictions on resale
    under Federal Securities laws. These securities have been determined to be
    liquid under criteria established by the Board of Trustees at the end of the
    period, this security amounted to $4,300,000 which represents 3.7% of net
    assets.

(b) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($116,761,516) at October 31, 1995.

NEW JERSEY MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronyms are used throughout this portfolio:
<TABLE>
<S>    <C>
AMBAC  --American Municipal Bond Assurance Corporation
BANs   --Bond Anticipation Notes
CP     --Commercial Paper
EDA    --Economic Development Authority
FGIC   --Financial Guaranty Insurance Company
FSA    --Financial Security Assurance
INS    --Insurance
LIQ    --Liquidity Agreement
LOC    --Letter of Credit
MBIA   --Municipal Bond Investors Assurance
PLC    --Public Limited Company
TOBs   --Tender Option Bonds
VRDNs  --Variable Rate Demand Notes
</TABLE>


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

NEW JERSEY MUNICIPAL CASH TRUST

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                    <C>         <C>
ASSETS:
- -------------------------------------------------------------------------------
Total investments in securities, at amortized cost and value                       $115,893,578
- -------------------------------------------------------------------------------
Cash                                                                                    241,626
- -------------------------------------------------------------------------------
Income receivable                                                                       945,798
- -------------------------------------------------------------------------------
Receivable for shares sold                                                                1,476
- -------------------------------------------------------------------------------    ------------
     Total assets                                                                   117,082,478
- -------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------
Payable for shares redeemed                                            $  1,938
- --------------------------------------------------------------------
Income distribution payable                                             287,785
- --------------------------------------------------------------------
Accrued expenses                                                         31,239
- --------------------------------------------------------------------   --------
     Total liabilities                                                                  320,962
- -------------------------------------------------------------------------------    ------------
NET ASSETS for 116,761,516 shares outstanding                                      $116,761,516
- -------------------------------------------------------------------------------    ------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- -------------------------------------------------------------------------------
INSTITUTIONAL SHARES:
- -------------------------------------------------------------------------------
$86,944,238 / 86,944,238 shares outstanding                                               $1.00
- -------------------------------------------------------------------------------    ------------
INSTITUTIONAL SERVICE SHARES:
- -------------------------------------------------------------------------------
$29,817,278 / 29,817,278 shares outstanding                                               $1.00
- -------------------------------------------------------------------------------    ------------
</TABLE>


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

NEW JERSEY MUNICIPAL CASH TRUST

STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                          <C>          <C>           <C>
INVESTMENT INCOME:
- ------------------------------------------------------------------------------------
Interest                                                                                $4,265,077
- ------------------------------------------------------------------------------------
EXPENSES:
- ------------------------------------------------------------------------------------
Investment advisory fee                                                   $  431,160
- ----------------------------------------------------------------------
Administrative personnel and services fee                                    155,000
- ----------------------------------------------------------------------
Custodian fees                                                                27,873
- ----------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                      35,329
- ----------------------------------------------------------------------
Directors'/Trustees' fees                                                      1,242
- ----------------------------------------------------------------------
Auditing fees                                                                 14,849
- ----------------------------------------------------------------------
Legal fees                                                                     2,454
- ----------------------------------------------------------------------
Portfolio accounting fees                                                     39,750
- ----------------------------------------------------------------------
Distribution services fee--Institutional Service Shares                       27,107
- ----------------------------------------------------------------------
Shareholder services fee--Institutional Shares                               201,709
- ----------------------------------------------------------------------
Shareholder services fee--Institutional Service Shares                        67,766
- ----------------------------------------------------------------------
Share registration costs                                                      36,077
- ----------------------------------------------------------------------
Printing and postage                                                           9,261
- ----------------------------------------------------------------------
Insurance premiums                                                             5,936
- ----------------------------------------------------------------------
Taxes                                                                            821
- ----------------------------------------------------------------------
Miscellaneous                                                                  7,333
- ----------------------------------------------------------------------    ----------
     Total expenses                                                        1,063,667
- ----------------------------------------------------------------------
Waivers--
- ----------------------------------------------------------
  Waiver of investment advisory fee                          $(228,371)
- ----------------------------------------------------------
  Waiver of distribution services fee--Institutional
  Service Shares                                               (27,107)
- ----------------------------------------------------------
  Waiver of shareholder services fee--Institutional Shares    (159,821)
- ----------------------------------------------------------
  Waiver of shareholder services fee--Institutional
  Service Shares                                               (26,242)
- ----------------------------------------------------------   ---------
     Total waivers                                                          (441,541)
- ----------------------------------------------------------------------    ----------
       Net expenses                                                                        622,126
- ------------------------------------------------------------------------------------    ----------
          Net investment income                                                         $3,642,951
- ------------------------------------------------------------------------------------    ----------
</TABLE>


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

NEW JERSEY MUNICIPAL CASH TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                                                  -----------------------------
                                                                      1995            1994
                                                                  -------------   -------------
<S>                                                               <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------------------------------
OPERATIONS--
- ----------------------------------------------------------------
Net investment income                                             $   3,642,951   $   2,157,116
- ----------------------------------------------------------------  -------------   -------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ----------------------------------------------------------------
Distributions from net investment income
- ----------------------------------------------------------------
  Institutional Shares                                               (2,752,708)     (1,478,776)
- ----------------------------------------------------------------
  Institutional Service Shares                                         (890,243)       (678,340)
- ----------------------------------------------------------------  -------------   -------------
     Change in net assets resulting from distributions to
     shareholders                                                    (3,642,951)     (2,157,116)
- ----------------------------------------------------------------  -------------   -------------
SHARE TRANSACTIONS--
- ----------------------------------------------------------------
Proceeds from sale of shares                                        425,149,193     344,046,340
- ----------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of
distributions declared                                                  545,318         426,614
- ----------------------------------------------------------------
Cost of shares redeemed                                            (408,621,137)   (332,135,904)
- ----------------------------------------------------------------  -------------   -------------
     Change in net assets resulting from share transactions          17,073,374      12,337,050
- ----------------------------------------------------------------  -------------   -------------
          Change in net assets                                       17,073,374      12,337,050
- ----------------------------------------------------------------
NET ASSETS:
- ----------------------------------------------------------------
Beginning of period                                                  99,688,142      87,351,092
- ----------------------------------------------------------------  -------------   -------------
End of period                                                     $ 116,761,516   $  99,688,142
- ----------------------------------------------------------------  -------------   -------------
</TABLE>


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

NEW JERSEY MUNICIPAL CASH TRUST

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------

(1) ORGANIZATION

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

(2) SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

     CONCENTRATION OF CREDIT RISK--Since the Fund invests a substantial portion
     of its assets in issuers located in one state, it will be more susceptible
     to factors adversely affecting issuers of that state than would be a
     comparable tax-exempt mutual fund that invests nationally. In order to
     reduce the credit risk associated with such factors, at October 31, 1995,
     66.9% of the securities in the portfolio of investments are backed by
     letters of credit or bond insurance of various financial institutions and
     financial guaranty assurance agencies. The value of investments insured by
     or

NEW JERSEY MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

     supported (backed) by a letter of credit for any one institution or agency
     does not exceed 8.4% of total investments.

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

     Additional information on each restricted security held at October 31, 1995
     is as follows:
<TABLE>
<CAPTION>
                     SECURITY                   ACQUISITION DATE         ACQUISITION COST
     ----------------------------------------   ----------------         ----------------
     <S>                                        <C>                      <C>
     New Jersey State Transportation Trust
     Fund Agency, (Series 1993A) Weekly,
     VRDNs (FSA Ins)/(Merrill Lynch Capital
     Services, Inc. LIQ)                             10/4/95                $4,300,000
</TABLE>


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

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At October 31, 1995, capital paid-in aggregated $116,761,516.

Transactions in shares were as follows:
<TABLE>
<CAPTION>
                                                                       YEAR ENDED OCTOBER 31,
                                                                    ----------------------------
                      INSTITUTIONAL SHARES                              1995            1994
- -----------------------------------------------------------------   ------------    ------------
<S>                                                                 <C>             <C>
Shares sold                                                          334,240,209     240,111,228
- -----------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                                15,613           2,995
- -----------------------------------------------------------------
Shares redeemed                                                     (310,295,248)   (243,476,200)
- -----------------------------------------------------------------   ------------    ------------
  Net change resulting from Institutional share
     transactions                                                     23,960,574      (3,361,977)
- -----------------------------------------------------------------   ------------    ------------
</TABLE>


NEW JERSEY MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       YEAR ENDED OCTOBER 31,
                                                                    ----------------------------
                  INSTITUTIONAL SERVICE SHARES                          1995            1994
- -----------------------------------------------------------------   ------------    ------------
<S>                                                                 <C>             <C>
Shares sold                                                           90,908,984     103,935,112
- -----------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                               529,705         423,619
- -----------------------------------------------------------------
Shares redeemed                                                      (98,325,889)    (88,659,704)
- -----------------------------------------------------------------   ------------    ------------
  Net change resulting from Institutional Service share
     transactions                                                     (6,887,200)     15,699,027
- -----------------------------------------------------------------   ------------    ------------
     Net change resulting from share transactions                     17,073,374      12,337,050
- -----------------------------------------------------------------   ------------    ------------
</TABLE>


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Federated Management, the Fund's investment adviser,
(the "Adviser"), receives for its services an annual investment advisory fee
equal to .40 of 1% of the Fund's average daily net assets. The Adviser may
voluntarily choose to waive any portion of its fee and/or reimburse certain
operating expenses of the Fund. The Adviser can modify or terminate this
voluntary waiver and/or reimbursement at any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services under the Administrative
Services Agreement, provides the Fund with administrative personnel and
services. This fee is based on the level of average aggregate daily net assets
of all funds advised by subsidiaries of Federated Investors for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

DISTRIBUTION SERVICES FEE--The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will
reimburse Federated Securities Corp. ("FSC"), the principal distributor, from
the net assets of the Fund to finance activities intended to result in the sale
of the Fund's Institutional Service Shares. The Plan provides that the Fund may
incur distribution expenses up to .10 of 1% of the average daily net assets of
the Institutional Service Shares, annually, to reimburse FSC.

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services ("FSS"), the Fund will pay FSS up to .25 of
1% of average daily net assets of the Fund for the period. This fee is to obtain
certain services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive a portion of its fee. FSS can modify or terminate
this voluntarily waiver at any time at its sole discretion.

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

NEW JERSEY MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

PORTFOLIO ACCOUNTING FEES--FServ maintains the Fund's accounting records for
which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.

ORGANIZATIONAL EXPENSES--Organizational expenses of $61,531 and start-up
administrative service expenses of $16,639 were borne initially by the Adviser.
The Fund has agreed to reimburse the Adviser for the organizational and start-up
administrative expenses at an annual rate of .005 of 1% and .01% of 1% of
average daily net assets, respectively, until expenses initially borne are fully
reimbursed or the expiration of five years after December 10, 1990 (the date the
Fund became effective), whichever occurs earlier. For the period ended October
31, 1995, the Fund paid $5,318 and $0, respectively, pursuant to this agreement.

INTERFUND TRANSACTIONS--During the period ended October 31, 1995, the Fund
engaged in purchase and sale transactions with funds that have a common
investment adviser, common Directors/Trustees, and/or common officers. These
transactions were made at current market value pursuant to rule 17a-7 under the
Act amounting to $202,035,250 and $189,185,000, respectively.

GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.

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

To the Shareholders and Board of Trustees of
FEDERATED MUNICIPAL TRUST
(New Jersey Municipal Cash Trust):

We have audited the accompanying statement of assets and liabilities of New
Jersey Municipal Cash Trust (an investment portfolio of Federated Municipal
Trust, a Massachusetts business trust), including the schedule of portfolio
investments, as of October 31, 1995, the related statement of operations for the
year then ended, and the statement of changes in net assets for each of the two
years in the period then ended and the financial highlights (see pages 2 and 15
of the prospectus) for the periods presented. These financial statements and
financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of New
Jersey Municipal Cash Trust (an investment portfolio of Federated Municipal
Trust) as of October 31, 1995, the results of its operations for the year then
ended, and the changes in its net assets for each of the two years in the period
then ended and the financial highlights for the periods presented, in conformity
with generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
December 15, 1995

ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>             <C>                                                 <C>
New Jersey Municipal Cash Trust
                Institutional Shares                                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                               P.O. Box 8600
                Trust Company                                       Boston, MA 02266-8600
- -------------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                          P.O. Box 8600
                                                                    Boston, MA 02266-8600
- -------------------------------------------------------------------------------------------------------
Independent Public Accountants
                Arthur Andersen LLP                                 2100 One PPG Place
                                                                    Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------------------
</TABLE>


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

- --------------------------------------------------------------------------------
                                      NEW JERSEY MUNICIPAL
                                      CASH TRUST
                                      INSTITUTIONAL SHARES

                                      PROSPECTUS

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

                                      Prospectus dated December 31, 1995

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      CUSIP 314229600
      0100802A-IS (12/95)
(LOGO)



                       NEW JERSEY MUNICIPAL CASH TRUST
                 (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
                            INSTITUTIONAL SHARES
                        INSTITUTIONAL SERVICE SHARES
                     STATEMENT OF ADDITIONAL INFORMATION
   This Statement of Additional Information should be read with the
   prospectuses of New Jersey Municipal Cash Trust (the "Fund"), a portfolio
   of Federated Municipal Trust (the "Trust")  dated December 31, 1995. This
   Statement is not a prospectus. You may request a copy of a prospectus or a
   paper copy of this Statement, if you have received it electronically, free
   of charge by calling 1-800-235-4669.


   FEDERATED INVESTORS TOWER
   PITTSBURGH, PA 15222-3779

                       Statement dated December 31, 1995
Federated Securities Corp.
Distributor
A subsidiary of Federated Investors




INVESTMENT POLICIES              2

 Acceptable Investments          2
 Participation Interests         2
 Municipal Leases                2
 Ratings                         3
 When-Issued and Delayed Delivery
  Transactions                   4
 Repurchase Agreements           4
 Reverse Repurchase Agreements   5
 Credit Enhancement              5
NEW JERSEY INVESTMENT RISKS      6

INVESTMENT LIMITATIONS           7

 Regulatory Compliance          11
FEDERATED MUNICIPAL TRUST MANAGEMENT
                                11

 Share Ownership                10
 Trustees Compensation          21
 Trustee Liability              23
INVESTMENT ADVISORY SERVICES    23

 Investment Adviser             23
 Advisory Fees                  24
BROKERAGE TRANSACTIONS          24

OTHER SERVICES                  26

 Fund Administration            26



 Custodian and Portfolio
  Recordkeeper                  13
 Transfer Agent                 13
 Independent Public Accountants 13
DISTRIBUTION PLAN AND SHAREHOLDER
SERVICES AGREEMENT              13

DETERMINING NET ASSET VALUE     14

REDEMPTION IN KIND              14

MASSACHUSETTS PARTNERSHIP LAW   14

THE FUND'S TAX STATUS           14

PERFORMANCE INFORMATION         15

 Yield                          15
 Effective Yield                15
 Tax-Equivalent Yield           15
 Tax-Equivalency Table          16
 Total Return                   17
 Performance Comparisons        17
ABOUT FEDERATED INVESTORS       17

 Mutual Fund Market             18
 Institutional Clients          18
 Trust Organizations            18
 Broker/Dealers and Bank
  Broker/Dealer Subsidiaries    18
APPENDIX                        19




INVESTMENT POLICIES

Unless indicated otherwise, the policies described below may be changed by
the Board of 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 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.
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, or 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."
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.
REVERSE REPURCHASE AGREEMENTS
The  Fund may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement, the  Fund transfers possession of a portfolio instrument in return
for a percentage of the instrument's market value in cash and agrees that on
a stipulated date in the future the  Fund will repurchase the portfolio
instrument by remitting the original consideration plus interest at an agreed
upon rate. The use of reverse repurchase agreements may enable the  Fund to
avoid selling portfolio instruments at a time when a sale may be deemed to be
disadvantageous, but does not ensure this result. When effecting reverse
repurchase agreements, liquid assets of the  Fund, in a dollar amount
sufficient to make payment for the obligations to be purchased, are:
segregated on the  Fund's records at the trade date; marked to market daily;
and maintained until the transaction is settled.
CREDIT ENHANCEMENT
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.
NEW JERSEY INVESTMENT RISKS

The Fund invests in obligations of New Jersey (the "State") issuers which
result in the Fund's performance being subject to risks associated with the
overall conditions present within the State. The following information is a
general summary of the State's financial condition and a brief summary of the
prevailing economic conditions. This information is based on official
statements relating to securities that are believed to be reliable but should
not be considered as a complete description of all relevant information.
Standard & Poor's Ratings Group ("S & P") recently changed its economic
outlook for New Jersey from negative to stable citing strong recovery from
the recent recession. The New Jersey economy is diversified with large retail
trade and service sectors and many headquarters of large U.S. corporations.
Economic growth was especially strong in the third and fourth quarters of
1994 with 50,000 new jobs created-more than double the rate of the prior two
years. However, the April 1995 unemployment rate was 6.3%, above the national
level of 5.8%. At 6.3%, New Jersey's unemployment rate is the third highest
in the nation behind California (7.3%) and New York (6.8%). In spite of the
unemployment figures, New Jersey still boasts very high wealth and income
indicators.
A new fiscal policy has emerged in New Jersey. In an attempt to spur economic
growth, the 1996 New Jersey budget includes significant personal income tax
cuts. Given lower tax revenue levels, expenditure reductions will be key to
balancing the budget. In 1996, total State spending is budgeted to grow by
3.0%. This low level growth can only be accomplished by significantly
curtailing the State's fastest growing Budge items-Medicaid and corrections.



In any fiscal scenario, the State's credit picture is greatly helped by
strong cash reserves. In recent years, the State has maintained cash basis
year-end balances exceeding 5.5% of revenues. The fiscal 1995 ending fund
balance was $966 million.
The overall credit quality of the State is further demonstrated by its debt
ratings. New Jersey maintains an Aa1 rating from Moody's Investors Service,
Inc. S & P rates the State AA+.
The Fund's concentration in municipal securities issued by the State and its
political subdivisions provides a greater level of risk than a fund which is
diversified across numerous states and municipal entities. The ability of the
State or its municipalities to meet their obligations will depend on the
availability of tax and other revenues; economic, political, and demographic
conditions within the State; and the underlying fiscal condition of the
State, its counties, and its municipalities.
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 directly or through reverse repurchase agreements in amounts up to one-
third of the value of its total assets, including the amounts borrowed.
The Fund will not borrow money or engage in reverse repurchase agreements for
investment leverage, but rather as a temporary, extraordinary, or emergency
measure or to facilitate management of the portfolio by enabling the Fund to
meet redemption requests when the liquidation of portfolio securities is



deemed to be inconvenient or disadvantageous. The Fund will not purchase any
securities while borrowings in excess of 5% of its total assets are
outstanding.
PLEDGING ASSETS
The Fund will not mortgage, pledge, or hypothecate any assets except as
necessary to secure permitted borrowings. In those cases, it may pledge
assets having a market value not exceeding the lesser of the dollar amounts
borrowed or 15% of the value of total assets at the time of the pledge.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets, except that it may acquire publicly
or nonpublicly issued New Jersey municipal securities or temporary
investments or enter into repurchase agreements, in accordance with its
investment objective, policies, limitations and its Declaration of Trust.
INVESTING IN COMMODITIES
The Fund  will not purchase or sell commodities, commodity contracts, or
commodity futures contracts.
INVESTING IN RESTRICTED SECURITIES
The Fund will not invest more than 10% of its net assets in securities
subject to restrictions on resale under the Securities Act of 1933, except
for certain restricted securities which meet the criteria for liquidity as
established by the Board of Trustees.
INVESTING IN REAL ESTATE
The Fund will not purchase or sell real estate, or real estate limited
partnerships, although it may invest in securities of issuers whose business
involves the purchase or sale of real estate or in securities which are
secured by real estate or interests in real estate.



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 purchase securities if, as a result of such purchase, 25%
or more of the value of its total assets would be invested in any one
industry or in industrial development bonds or other securities the interest
upon which is paid from revenues of similar types of projects. However, the
Fund may invest as temporary investments more than 25% of the value of its
assets in cash or cash items, securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities, or instruments secured by
these money market instruments, such as repurchase agreements.
The above 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 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 AND TRUSTEES
The Fund will not purchase or retain the securities of any issuer if the
officers and Trustees of the Trust or its investment adviser, owning
individually more than .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 certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings association 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 did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present intent
to do so during the coming fiscal year.



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


FEDERATED MUNICIPAL TRUST MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates, 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. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of



the Funds. Mr. Donahue is the father of J. Christopher Donahue,  Executive
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.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center -



Downtown; Member, 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; Shareholder, Henny, Kochuba, 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.


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.




Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 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.


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


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, International Politics and Management Consultant; Trustee,
Carnegie Endowment for International Peace, RAND Corporation, Online Computer
Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management
Center; Director, Trustee, or Managing General Partner of the Funds;
President Emeritus, University of Pittsburgh; founding Chairman, National
Advisory Council for Environmental Policy and Technology and Federal
Emergency Management Advisory Board.





Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.




J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global 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  of
the Company.


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




Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.





David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors;
Controller, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.;  Senior Vice
President, Federated Shareholder Services; Vice President, Federated
Administrative Services; Treasurer of some of the Funds.


John W. McGonigle
Federated Investors Tower



Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global Research
Corp.; Trustee, Federated Services Company; Executive Vice President,
Secretary, and Trustee, Federated Administrative Services; President and
Trustee, Federated Shareholder Services; Director, Federated Securities
Corp.; Executive 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.
     @ 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 Government Money Trust; Blanchard Funds; Blanchard
Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated
ARMs Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated
GNMA Trust; Federated Government Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Term Municipal Trust;  Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated



Total Return Series, Inc.; Federated U.S. Government Bond Fund; Federated
U.S. Government Securities Fund: 1-3 Years; Federated U.S. Government
Securities Fund: 3-5 Years; 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;
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; 111 Corcoran Funds; Peachtree Funds; The Planters Funds;
RIMCO Monument Funds; The Shawmut Funds; Star Funds; The Starburst Funds; The
Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark Funds; Trust for
Financial Institutions; Trust For Government Cash Reserves; Trust for Short-
Term U.S. Government Securities; Trust for U.S. Treasury Obligations; The
Virtus Funds; World Investment Series, Inc.


SHARE OWNERSHIP
Officers and Trustees as a group own less than 1% of the Fund`s outstanding
shares.
As of December 4, 1995, the following shareholder(s) of record owned 5% or
more of the outstanding Institutional Shares of the New Jersey Municipal Cash
Trust: National Westminster Bank NJ, Jersey City, NJ, 40.78%; Corestates Bank



NA, Philadelphia, PA, 17.18%; The Bopac Company, Clifton, NJ, 10.67%;
Fiduciary Trust Co. International, New York, NY, 8.56%; and Tellson & Co.,
Gladstone, NJ, 11.29%.
As of December 4, 1995, the following shareholder(s) of record owned 5% or
more of the outstanding Institutional Service Shares of the New Jersey
Municipal Cash Trust: Fiduciary Trust Co. International, New York, NY,
33.94%; Newbridge & Co., Lakehurst, NJ, 5.31%; Gardiner-Caldwell Synermed,
Califon, NJ, 9.08%; Frank V. Grace, Long Valley, NJ, 7.14%; and Radnor Alloys
Inc., Harrison, NJ, 11.11%.


TRUSTEES COMPENSATION


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


John F. Donahue     $0             $0 for the Trust  and
Chairman and Trustee                    68 other investment companies in the
Fund Complex
Thomas G. Bigley    $2,458         $20,688 for the Trust  and
Trustee                            49 other investment companies in the Fund
Complex
John T. Conroy, Jr. $3,520         $117,202 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex



William J. Copeland $3,520         $117,202 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Glen R. Johnson     $0             $0 for the Trust  and
President and Trustee                   14 other investment companies in the
Fund Complex
James E. Dowd       $3,520         $117,202 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Lawrence D. Ellis, M.D.            $3,166    $106,460 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Edward L. Flaherty, Jr.            $3,520    $117,202 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Peter E. Madden     $2,757         $90,563 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Gregor F. Meyer     $3,166         $106,460 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
John E. Murray, Jr.,               $1,762    $0 for the Trust  and
Trustee                            64  other investment companies in the Fund
Complex
Wesley W. Posvar    $3,166         $106,460 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Marjorie P. Smuts   $3,166         $106,460 for the Trust  and



Trustee                            64 other investment companies in the Fund
Complex


*Information is furnished for the fiscal year ended October 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of
fifteen 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. For the fiscal years ended
October 31, 1995, 1994, and 1993, the adviser earned $431,160, $390,387, and
$404,029, respectively, of which $228,371, $380,881, and $404,029,
respectively, were waived.
  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.
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 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 Fund 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. During the fiscal years ended October 31, 1995, 1994,
1993, the Fund paid no brokerage commissions.
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.
OTHER SERVICES

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. Prior to March 1, 1994, Federated Administrative
Services, Inc., also a subsidiary of Federated Investors, served as the
Fund's Administrator. (For purposes of this Statement of Additional
Information, Federated Administrative Services and Federated Administrative
Services, Inc. may hereinafter collectively be referred to as the
"Administrators".) For the fiscal year ended October 31, 1995, Federated
Administrative Services earned $155,000. For the fiscal year ended ended
October 31, 1994, the Administrators collectively earned $203,429. For the
fiscal year ended ended October 31, 1993,  Federated Administrative Services,
Inc., earned $292,432. 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.
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.
TRANSFER AGENT



As transfer agent, Federated Services Company, maintains all necessary
shareholder records. For its services, the transfer agent receives a fee
based on the size, type and number of accounts and transactions made by
shareholders.
INDEPENDENT PUBLIC ACCOUNTANTS
 The independent public accountants for the Fund are Arthur Andersen LLP,
Pittsburgh, PA.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES AGREEMENT

With respect to Institutional Service Shares, the Fund has adopted a
Distribution Plan pursuant to Rule 12b-1 which was promulgated by the
Securities and Exchange Commission pursuant to the Investment Company Act of
1940. Additionally, the Fund has adopted a Shareholder Service Agreement with
respect to both Institutional Service Shares and Institutional Shares.
These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services, to stimulate distribution
activities and to cause services to be provided to shareholders by a
representative who has knowledge of the shareholder's particular
circumstances and goals. These activities and services may include, but are
not limited to, marketing efforts; providing office space, equipment,
telephone facilities, and various clerical, supervisory, computer, and other
personnel as necessary or beneficial to establish and maintain shareholder
accounts and records; processing purchase and redemption transactions and
automatic investments of client account cash balances; answering routine
client inquiries; and assisting clients in changing dividend options, account
designations, and addresses.
By adopting the Distribution Plan, the Trustees expect that the Fund will be
able to achieve a more predictable flow of cash for investment purposes and



to meet redemptions. This will facilitate more efficient portfolio management
and assist the Fund in pursuing its investment objectives. By identifying
potential investors whose needs are served by the Fund's objectives, and
properly servicing these accounts, it may be possible to curb sharp
fluctuations in rates of redemptions and sales.
Other benefits, which may be realized under either arrangement, may include:
(1) providing personal services to shareholders; (2) investing shareholder
assets with a minimum of delay and administrative detail; and (3) enhancing
shareholder recordkeeping systems; and (4) responding promptly to
shareholders' requests and inquiries concerning their accounts.
For the fiscal period ending October 31, 1995, payments in the amount of
$27,107 were made pursuant to the Distribution Plan on behalf of
Institutional Service Shares, all of which were waived. In addition, for this
period, the Fund's Institutional Shares and Institutional Service Shares paid
shareholder services fees in the amount of $201,709 and $67,766,
respectively, of which $159,821  and $26,242 , respectively, were waived.

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.
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.
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.
For the seven-day period ended October  31, 1995, the yields for
Institutional Shares and Institutional Service Shares were 3.41% and 3.31%,
respectively.



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.
For the seven-day period ended ended October  31, 1995, the effective yields
for Institutional Shares and Institutional Service Shares were 3.46% and
3.36%, respectively.
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.
For the seven-day period ended October  31, 1995, the tax-equivalent yields
for Institutional Shares and Institutional Service Shares were 6.34% and
6.16%, respectively.


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 New Jersey

    TAX BRACKET:
    FEDERAL
              15.00%  28.00%     31.00%      36.00%     39.60%

    COMBINED FEDERAL
    AND STATE 17.38%  34.18%     37.65%      42.65%     46.25%


    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


     1.50%     1.82%    2.28%     2.41%      2.62%       2.79%
     2.00%     2.42%    3.04%     3.21%      3.49%       3.72%
     2.50%     3.03%    3.80%     4.01%      4.36%       4.65%
     3.00%     3.63%    4.56%     4.81%      5.23%       5.58%
     3.50%     4.24%    5.32%     5.61%      6.10%       6.51%
     4.00%     4.84%    6.08%     6.42%      6.97%       7.44%
     4.50%     5.45%    6.84%     7.22%      7.85%       8.37%
     5.00%     6.05%    7.60%     8.02%      8.72%       9.30%
     5.50%     6.66%    8.36%     8.82%      9.59%      10.23%
     6.00%     7.26%    9.12%     9.62%     10.46%      11.16%



    Note:  The maximum marginal tax rate for each bracket was used in
    calculating the taxable yield equivalent. Furthermore, additional state
    and local taxes paid on comparable taxable investments were not used to
    increase federal deductions.
    The chart above is for illustrative purposes only. It is not an indicator
    of past or future performance of 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.
For the one-year period ended October 31, 1995, and for the period from
December 13, 1990 (date of initial public investment) through October 31,
1995, the average annual total returns were 3.46% and 3.02%, respectively,
for Institutional Shares, and were 3.36% and 2.93%, respectively, for
Institutional Service Shares.
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.
ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is reflected
in its investment decision making-structured, straightforward, and
consistent. This has resulted in a history of competitive performance with a
range of competitive investment products that have gained the confidence of
thousands of clients and their customers.
The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research. Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund. Simultaneously, the company pioneered the use of the



amortized cost method of accounting for valuing shares of money market funds,
a principal means used by money managers today to value money market fund
shares. Other innovations include the first institutional tax-free money
market fund. As of December 31, 1994, Federated Investors managed more than
$31 billion in assets across approximately 43 money market funds, including
17 government, 8 prime and 18 municipal with assets approximating $17
billion, $7.4 billion and $6.6 billion, respectively.
J. Thomas Madden, Executive Vice President, oversees Federated Investors'
equity and high yield corporate bond management while William D. Dawson,
Executive Vice President, oversees Federated Investors' domestic fixed income
management. Henry A. Frantzen, Executive Vice President, oversees the
management of Federated Investors' international portfolios.


MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial
goals through mutual funds. These investors, as well as businesses and
institutions, have entrusted over $2 trillion to the more than 5,500 funds
available.*
Federated Investors, through its subsidiaries, distributes mutual funds for a
variety of investment applications. Specific markets include:
INSTITUTIONAL CLIENTS
Federated Investors meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for a
variety of applications, including defined benefit and defined contribution
programs, cash management, and asset/liability management. Institutional
clients include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial



advisors. The marketing effort to these  institutional clients is headed by
John B. Fisher, President, Institutional Sales Division.
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations. Virtually all of the trust divisions of the
top 100 bank holding companies use Federated funds in their clients'
portfolios. The marketing effort to trust clients is headed by Mark R.
Gensheimer, Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor. The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.



*Source:  Investment Company Institute


APPENDIX


STANDARD & POOR'S RATINGS GROUP
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
A  Standard & Poor's Ratings Group (S&P) note rating reflects the liquidity
concerns and market access risks unique to notes.



SP-1      Very strong or strong capacity to pay principal and interest. Those
   issues determined to possess overwhelming safety characteristics will be
   given a plus sign (+) designation.
SP-2      Satisfactory capacity to pay principal and interest.
VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
S&P assigns dual ratings to all long-term debt issues that have as part of
their provisions a variable rate demand feature. The first rating (long-term
rating) addresses the likelihood of repayment of principal and interest when
due, and the second rating (short-term rating) describes the demand
characteristics. Several examples are AAA/A-1+, AA/A-1+, A/A-1. (The
definitions for the long-term and the short-term ratings are provided below.)
COMMERCIAL PAPER (CP) RATINGS
An  S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
A-1       This highest category indicates that the degree of safety regarding
   timely payment is strong. Those issues determined to possess extremely
   strong safety characteristics are denoted with a plus sign (+)
   designation.
A-2  Capacity for timely payment on issues with this designation is
   satisfactory. However, the relative degree of safety is not as high as
   for issues designated A-1.
LONG-TERM DEBT RATINGS
AAA  Debt rated "AAA" has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is    extremely strong.
AA   Debt rate "AA" has a very strong capacity to pay interest and repay
principal and differs from the highest  rated issues only in small degree.
A  Debt rated "A" has a strong capacity to pay interest and repay principal
   although it is somewhat more susceptible to the adverse effects of



   changes in circumstances and economic conditions than debt in higher
   rated categories.
MOODY'S INVESTORS SERVICE, INC.
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
Moody's Investor Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG) (see below). The purpose of the MIG or
VMIG ratings is to provide investors with a simple system by which the
relative investment qualities of short-term obligations may be evaluated.
MIG1      This designation denotes best quality. There is present strong
protection by established cash flows, superior         liquidity support or
demonstrated broad based access to the market for refinancing.
MIG2      This designation denotes high quality. Margins of protection are
ample although not so large as in the             preceding group.


VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
Short-term ratings on issues with demand features are differentiated by the
use of the VMIG symbol to reflect such characteristics as payment upon
periodic demand rather than fixed maturity dates and payment relying on
external liquidity.
In this case, two ratings are usually assigned, (for example, Aaa/VMIG-1);
the first representing an evaluation of the degree of risk associated with
scheduled principal and interest payments, and the second representing an
evaluation of the degree of risk associated with the demand feature. The VMIG
rating can be assigned a 1 or 2 designation using the same definitions
described above for the MIG rating.
COMMERCIAL PAPER (CP) RATINGS



P-1            Issuers rated PRIME-1 (or related supporting institutions)
  have a superior capacity for repayment of short-          term promissory
  obligations. PRIME-1 repayment capacity will normally be evidenced by the
  following              characteristics: leading market positions in well
  established industries, high rates of return on funds
   employed, conservative capitalization structure with moderate reliance on
  debt and ample asset             protection, broad margins in earning
  coverage of fixed financial charges and high internal cash generation,
   well-established access to a range of financial markets and assured
  sources of alternate liquidity
P-2            Issuers rated PRIME-2 (or related supporting institutions)
  have a strong capacity for repayment of short-            term promissory
  obligations. This will normally be evidenced by many of the characteristics
  cited             above, but to a lesser degree. Earnings trends and
  coverage ratios, while sound, will be more subject             to
  variation. Capitalization characteristics, while still appropriate, may be
  more affected by external        conditions. Ample alternate liquidity is
  maintained.
LONG-TERM DEBT RATINGS
AAA       Bonds which are rated AAA are judged to be of the best quality.
They carry the smallest degree of investment      risk and are generally
referred to as "gilt edged." Interest payments are protected by a large or by
an exceptionally stable margin and principal is secure. While the various
protective elements are likely to  change, such changes is can be visualized
are most unlikely to impair the fundamentally strong position of      such
issues.
AA Bonds which are rated AA are judged to be of high quality by all
standards. Together with the AAA group,      they comprise what are generally



known as high grade bonds. They are rated lower than the best bonds   because
margins of protection may not be as large as in AAA securities or fluctuation
of protective elements   may be of greater amplitude or there may be other
elements present which make the long-term risks appear      somewhat larger
than in AAA securities.
A  Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper      medium grade obligations. Factors giving
security to principal and interest are considered adequate but   elements may
be present which suggest a susceptibility to impairment sometime in the
future.
NR Indicates that both the bonds and the obligor or credit enhancer are not
currently rated by S&P or Moody's  with respect to short-term indebtedness.
However, management considers them to be of comparable quality to
   securities rated A-1 or P-1.
NR(1)     The underlying issuer/obligor/guarantor has other outstanding debt
rated "AAA" by S&P or "Aaa" by               Moody's.
NR(2)     The underlying issuer/obligor/guarantor has other outstanding debt
rated "AA" by S&P or "Aa" by            Moody's.
NR(3)     The underlying issuer/obligor/guarantor has other outstanding debt
rated "A" by S&P or Moody's.







     Cusip
     314229600




   


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

- --------------------------------------------------------------------------------
OHIO MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
CASH II SHARES
PROSPECTUS

The Cash II Shares of Ohio 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 primarily in short-term Ohio municipal
securities, including securities of states, territories, and possessions of the
United States which are not issued by or on behalf of Ohio, or its political
subdivisions and financing authorities, but which provide income exempt from
federal regular income tax and the personal income taxes imposed by the State of
Ohio and Ohio municipalities consistent with stability of principal.

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 December 31,
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,
or a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995

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

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

FINANCIAL HIGHLIGHTS--
  CASH II SHARES                                                               2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
  Ohio Municipal Securities                                                    6
  Investment Risks                                                             6
  Non-Diversification                                                          6
  Investment Limitations                                                       7

FUND INFORMATION                                                               7
- ------------------------------------------------------

  Management of the Fund                                                       7
  Distribution of Cash II Shares                                               8
  Administration of the Fund                                                   9

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

HOW TO PURCHASE SHARES                                                        10
- ------------------------------------------------------

  Special Purchase Features                                                   10

HOW TO REDEEM SHARES                                                          11
- ------------------------------------------------------

  Special Redemption Features                                                 12

ACCOUNT AND SHARE INFORMATION                                                 12
- ------------------------------------------------------

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

  Federal Income Tax                                                          13
  State and Local Taxes                                                       14
OTHER CLASSES OF SHARES                                                       14
- ------------------------------------------------------

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

FINANCIAL HIGHLIGHTS--
  Institutional Shares                                                        16
- ------------------------------------------------------

FINANCIAL STATEMENTS                                                          17
- ------------------------------------------------------

REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                                                 35
- ------------------------------------------------------

ADDRESSES                                                                     36
- ------------------------------------------------------


SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                             <C>      <C>
                                        CASH II SHARES
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)........................................              None
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price)........................................              None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)......................              None
Redemption Fee (as a percentage of amount redeemed, if applicable)...........              None
Exchange Fee.................................................................              None
                                   ANNUAL OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver)(1).............................................             0.36%
12b-1 Fee (after waiver)(2)..................................................             0.05%
Total Other Expenses.........................................................             0.46%
  Shareholder Services Fee...................................................    0.25%
       Total Operating Expenses(3)...........................................             0.87%
</TABLE>


(1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.40%.

(2) The maximum 12b-1 fee is 0.30%.

(3) The total operating expenses would have been 1.16% absent the voluntary
waivers of a portion of the management fee and a portion of the 12b-1 fee.

  The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Cash II Shares of the Fund will
bear, either directly or indirectly. For more complete descriptions of the
various costs and expenses, see "Fund Information." Wire-transferred redemptions
of less than $5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
                      EXAMPLE                          1 year     3 years     5 years     10 years
- ---------------------------------------------------    ------     -------     -------     --------
<S>                                                    <C>        <C>         <C>         <C>
You would pay the following expenses on a $1,000
  investment assuming (1) 5% annual return and (2)
  redemption at the end of each time period........      $9         $28         $48         $107
</TABLE>


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


OHIO MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--CASH II SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 35.
<TABLE>
<CAPTION>
                                                           YEAR ENDED OCTOBER 31,
                                               -----------------------------------------------
                                               1995      1994      1993      1992      1991(A)
                                               -----     -----     -----     -----     -------
<S>                                            <C>       <C>       <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD           $1.00     $1.00     $1.00     $1.00      $1.00
- -------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------
  Net investment income                         0.03      0.02      0.02      0.03       0.02
- -------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------
  Distributions from net investment income     (0.03)    (0.02)    (0.02)    (0.03)     (0.02)
- -------------------------------------------    -----     -----     -----     -----     ------
NET ASSET VALUE, END OF PERIOD                 $1.00     $1.00     $1.00     $1.00      $1.00
- -------------------------------------------    -----     -----     -----     -----     ------
TOTAL RETURN (B)                                3.30%     2.10%     2.02%     2.90%      2.27%
- -------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------
  Expenses                                      0.87%     0.85%     0.78%     0.76%      0.63%*
- -------------------------------------------
  Net investment income                         3.25%     2.09%     2.01%     2.86%      4.18%*
- -------------------------------------------
  Expense waiver/reimbursement (c)              0.29%     0.24%     0.19%     0.25%      0.34%*
- -------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------
  Net assets, end of period (000 omitted)      $188,234  $156,051  $127,017  $133,877  $94,081
- -------------------------------------------
</TABLE>


* Computed on an annualized basis.

(a) Reflects operations for the period from April 22, 1991 (date of initial
    public investment) to October 31, 1991.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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


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 shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Cash II Shares and Institutional
Shares. This prospectus relates only to Cash II Shares of the Fund, which are
designed primarily for the retail customers of financial institutions as a
convenient means of accumulating an interest in a professionally managed,
non-diversified portfolio investing primarily in short-term Ohio municipal
securities. The Fund may not be a suitable investment for retirement plans or
for non-Ohio taxpayers because it invests in municipal securities of that state.
A minimum initial investment of $25,000 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 taxes imposed by the State of Ohio
and Ohio municipalities consistent with stability of principal. 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 complying with the various requirements of Rule 2a-7 under the
Investment Company Act of 1940 which regulates money market funds and by
following the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of Ohio
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 Ohio state income taxes. (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 Ohio 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 Ohio state
income tax imposed upon non-


corporate taxpayers ("Ohio Municipal Securities"). Examples of Ohio Municipal
Securities include, but are not limited to:

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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS. The Fund may purchase interests in Ohio Municipal
     Securities from financial institutions such as commercial and investment
     banks, savings 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 Ohio 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. Lease obligations may be subject to periodic appropriation.
     Municipal leases are subject to certain specific risks in the event of
     default or failure of appropriation.

CREDIT ENHANCEMENT. Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.

The Fund may have more than 25% of its total assets invested in securities
credit-enhanced by banks.
DEMAND FEATURES. The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued


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

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, all of comparable quality to other
securities in which the Fund invests, such as: obligations issued by or on
behalf of municipal or corporate issuers 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 Ohio Municipal
Securities is subject to the federal alternative minimum tax.


OHIO MUNICIPAL SECURITIES

Ohio 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.

Ohio 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 Ohio 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 Ohio 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
Ohio 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 Ohio Municipal
Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Ohio 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
Ohio 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 Ohio 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 directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of its cash value with an agreement to buy it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow up to
one-third of the value of its total assets and pledge assets up to 15% to secure
such borrowings. These investment limitations cannot be changed without
shareholder approval.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES. The Fund 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 .40 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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF CASH II SHARES

Federated Securities Corp. is the principal distributor for Cash II 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.

State securities laws may require certain financial institutions such as
depository institutions to register as dealers.

DISTRIBUTION PLAN AND SHAREHOLDER SERVICES. Under a distribution plan adopted in
accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"), the
distributor may be paid a fee in an amount computed at an annual rate of .30 of
1% of the average daily net asset value of Cash II Shares to finance any
activity which is principally intended to result in the sale of shares subject
to the Distribution Plan. The distributor may select financial institutions such
as banks, fiduciaries, custodians for public funds, investment advisers, and
broker/dealers to provide services or distribution-related support services as
agents for their clients or customers.

The Distribution Plan is a compensation-type plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amounts or may earn a profit from future payments made by the Fund
under the Distribution Plan.

In addition, the Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up .25 of 1% of the average daily net asset value of
Cash II Shares to obtain certain personal services for shareholders and for the
maintenance of shareholder accounts. Federated Shareholders Services will


either perform shareholder services directly or will select financial
institutions to perform shareholder services. Financial institutions will
receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to payments made
pursuant to the Distribution Plan and Shareholder Services Agreement, Federated
Securities Corp. and Federated Shareholder Services, from their own assets, may
pay financial institutions supplemental fees for the performance of substantial
sales services, distribution-related support services, or shareholder services.
The support may include sponsoring sales, educational and training seminars for
their employees, providing sales literature, and engineering computer software
programs that emphasize the attributes of the Fund. Such assistance will be
predicated upon the amount of shares the financial institution sells or may
sell, and/or upon the type and nature of sales or marketing support furnished by
the financial institution. Any payments made by the distributor may be
reimbursed by the Fund's investment adviser or its affiliates.

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


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

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

The Fund attempts to stabilize the net asset value of Cash II Shares at $1.00 by
valuing the portfolio securities using the amortized cost method. The net asset
value per share is determined by subtracting liabilities attributable to shares
from the value of Fund assets attributable to shares, 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, Monday through Friday, except on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.


HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days which the New York Stock Exchange
is open for business. Shares may be purchased as described below, either 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 $25,000 within a
90-day period. 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 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 purchase shares
through a financial institution which has a sales agreement with the
distributor. Orders 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. Shares may be purchased by wire by calling the Fund
before 1:00 p.m. (Eastern time). The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) in
order to begin earning dividends that same day. Federal funds should be wired as
follows: Federated Services Company, c/o of State Street Bank and Trust Company,
Boston, MA; Attention: EDGEWIRE; For Credit to: Ohio Municipal Cash Trust, Cash
II Shares; 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. Questions on wire purchases should be
directed to your shareholder services representative at the telephone number
listed on your account statement.

PURCHASING SHARES BY CHECK. Shares may be purchased by sending a check to:
Federated Services Company, P.O. Box 8600, Boston, MA 02266-8600. The check
should be made payable to Ohio Municipal Cash Trust -- Cash II Shares. 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 an Automated Clearing
House ("ACH") member and invested in Fund shares. Shareholders should contact
their financial institution 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 dividend. Proceeds from
redemption requests received after that time include that day's dividend but
will be wired the following business day. Proceeds from redemption requests
received on holidays when wire transfers are restricted will be wired the
following business day. Questions about telephone redemptions on days when wire
transfers are restricted should be directed to your shareholder services
representative at the telephone number listed on your account statement. Under
limited circumstances, arrangements may be made with the distributor for
same-day payment of proceeds, without that day's dividend, for redemption
requests received before 2 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 to: Federated Services Company, P.O. Box 8600, Boston, MA
02266-8600. If shares certificates have been issued, they should be sent
unendorsed with the written request by registered or certified mail to the
address noted above.

The written request should state: the Fund name and the class designation; 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. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven


days, after the 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 association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm 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. The check writing service allows
shareholders to receive the daily dividend declared on the shares to be redeemed
until the check is presented to UMB Bank, N.A., the bank responsible for
administering the check writing program, for payment. However, checks should
never be made payable or sent to UMB Bank, N.A. or the Fund to redeem shares,
and a check may not be written to close an account.

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 $25,000, 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
institutions or the Fund.

ACCOUNT AND SHARE 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 all
transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES. Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account balance falls below a required minimum value of
$25,000 due to shareholder redemptions. Before shares are


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

VOTING RIGHTS. Each shareholder has 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. 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 election of Trustees under certain circumstances.

As of December 4, 1995, Parcol & Co., Akron, OH, owned 34.39% of the voting
securities of the Fund's Institutional Shares and Gradison & Company Inc.,
Cincinnati, OH, owned 80.64% of the voting securities of the Fund's Cash II
Shares, and, therefore, may, for certain purposes, be deemed to control the Fund
and be able to affect the outcome of certain matters presented for a vote of
shareholders.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

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

FEDERAL INCOME TAX

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

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

Shareholders are not required to pay the federal regular income tax on any
dividends received from the Fund that represent net interest on tax-exempt
municipal bonds. However, under the Tax Reform Act of 1986, dividends
representing net interest earned on 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
Ohio. Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.

OHIO TAXES. Under existing Ohio laws, distributions made by the Fund will not be
subject to Ohio income taxes to the extent that such distributions qualify as
exempt interest dividends under the Internal Revenue Code, and represent (i)
interest on obligations of Ohio, or its subdivisions which is exempt from
federal income tax; or (ii) interest or dividends from obligations issued by the
United States and its territories or possessions or by any authority, commission
or instrumentality of the United States which are exempt from state income tax
under federal laws. Conversely, to the extent that the distributions made by the
Fund are derived from other types of obligations, such distributions will be
subject to Ohio individual income taxes.

Distributions made by the Fund will not be subject to Ohio corporate franchise
tax to the extent that such distributions qualify as exempt interest dividends
under the Internal Revenue Code, and represent (i) interest from obligations of
Ohio, or its subdivisions which is exempt from federal income tax; or (ii) net
interest income from obligations issued by the United States and its territories
or possessions or by any authority, commission or instrumentality of the United
States which is included in federal taxable income and which is exempt from
state income tax under federal laws.

Exempt-interest dividends that represent interest from obligations held by the
Fund which are issued by Ohio or its political subdivisions will be exempt from
any Ohio municipal income tax (even if the municipality is permitted under Ohio
laws to levy a tax on intangible income).

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund also offers another class of shares called Institutional Shares that
are sold primarily to financial institutions acting in a fiduciary or agency
capacity. Institutional Shares are sold at net asset value and are subject to a
Shareholder Services Agreement. Investments in Institutional Shares are subject
to a minimum initial investment of $25,000 within a 90-day period.

Cash II Shares and Institutional Shares are subject to certain of the same
expenses. Expense differences, however, between Cash II Shares and Institutional
Shares may affect the performance of each class.

To obtain more information and a prospectus for Institutional Shares, investors
may call 1-800-235-4669.


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

From time to time, the Fund advertises its total return, yield, effective yield,
and tax-equivalent yield for shares. The performance figures will be calculated
separately for each class of shares.

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 shares' tax-exempt yield, assuming a specific tax rate.

Total return represents the change, over a specified period of time, in the
value of an investment in the shares 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 the
Fund's performance to certain indices.


OHIO MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants, on page 35.
<TABLE>
<CAPTION>
                                                           YEAR ENDED OCTOBER 31,
                                               -----------------------------------------------
                                               1995      1994      1993      1992      1991(A)
                                               -----     -----     -----     -----     -------
<S>                                            <C>       <C>       <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD           $1.00     $1.00     $1.00     $1.00      $1.00
- ---------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------------------
  Net investment income                         0.04      0.02      0.02      0.03       0.02
- ---------------------------------------------
LESS DISTRIBUTIONS
- ---------------------------------------------
  Distributions from net investment income     (0.04)    (0.02)    (0.02)    (0.03)     (0.02)
- ---------------------------------------------  -----     -----     -----     -----     ------
NET ASSET VALUE, END OF PERIOD                 $1.00     $1.00     $1.00     $1.00      $1.00
- ---------------------------------------------  -----     -----     -----     -----     ------
TOTAL RETURN (B)                                3.61%     2.41%     2.33%     3.21%      2.40%
- ---------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ---------------------------------------------
  Expenses                                      0.57%     0.55%     0.48%     0.46%      0.35%*
- ---------------------------------------------
  Net investment income                         3.56%     2.36%     2.30%     3.10%      4.46%*
- ---------------------------------------------
  Expense waiver/reimbursement (c)              0.29%     0.07%     0.19%     0.25%      0.32%*
- ---------------------------------------------
SUPPLEMENTAL DATA
- ---------------------------------------------
  Net assets, end of period (000 omitted)       $72,93    $62,49    $81,74    $74,34   $44,771
- ---------------------------------------------
</TABLE>


* Computed on an annualized basis.

(a) Reflects operations for the period from April 22, 1991 (date of initial
    public investment) to October 31, 1991.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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


OHIO MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--99.1%
- -----------------------------------------------------------------------
                OHIO--99.1%
                -------------------------------------------------------
$ 2,000,000     Anthony Wayne School District, OH, 4.00% BANs,              NR       $  2,000,691
                12/14/1995
                -------------------------------------------------------
  5,875,000     Belmont County, OH Weekly VRDNs (Lesco, Inc.)/ (PNC        A-1          5,875,000
                Bank, N.A. LOC)
                -------------------------------------------------------
  1,000,000     Belmont County, OH, County Jail Improvement Notes           NR          1,002,306
                (Third Series), 4.34% BANs, 8/30/1996
                -------------------------------------------------------
  1,675,000     Berea, OH, BANS, 4.07%, 10/24/1996                        NR(3)         1,677,671
                -------------------------------------------------------
  3,000,000     Brecksville-Broadview Heights CSD, OH, GO Unlimited Tax   NR(3)         3,000,667
                School Improvement, 5.71% BANs, 1/18/1996
                -------------------------------------------------------
  1,175,000     Butler County, OH, Limited GO's, 5.07% BANs, 3/15/1996    NR(3)         1,176,946
                -------------------------------------------------------
  2,000,000     Cincinnati City School District, OH, 5.80% TANs,          NR(3)         2,001,209
                12/29/1995
                -------------------------------------------------------
  5,760,000 (a) Cleveland, OH City School District, Energy Conservation    A-1+         5,760,000
                Improvement Bonds (Series 1994) Weekly VRDNs
                (Internationale Nederlanden Bank N.V. LIQ)/
                (Internationale Nederlanden Bank N.V. LOC)
                -------------------------------------------------------
  2,000,000     Cleveland-Cuyahoga County, OH Port Authority, (Series      A-1+         2,000,000
                1993) Weekly VRDNs (Rock & Roll Hall of Fame
                Museum)/(Credit Local de France LOC)
                -------------------------------------------------------
  1,800,000     Clinton County, OH Hospital Authority Weekly VRDNs         P-1          1,800,000
                (Clinton Memorial Hospital)/(National City Bank,
                Columbus, OH LOC)
                -------------------------------------------------------
  2,000,000     Columbiana County, OH, Adjustable Rate Industrial          P-1          2,000,000
                Development Revenue Bonds Weekly VRDNs
                (C & S Land Company Project)/(Bank One, Youngstown, NA
                LOC)
                -------------------------------------------------------
  1,800,000     Conneaut, OH, 4.45% BANs, 7/26/1996                         NR          1,803,793
                -------------------------------------------------------
</TABLE>



OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                OHIO--CONTINUED
                -------------------------------------------------------
$ 1,200,000     Cuyahoga County, OH Hospital Authority Daily VRDNs        VMIG1      $  1,200,000
                (University Hospital of Cleveland)/(Dai-Ichi Kangyo
                Bank Ltd., Tokyo LOC)
                -------------------------------------------------------
    800,000     Cuyahoga County, OH IDA Weekly VRDNs (Animal Protection   VMIG1           800,000
                League (Cuyahoga County))/(Society National Bank,
                Cleveland, OH LOC)
                -------------------------------------------------------
  1,800,000     Cuyahoga County, OH IDA Weekly VRDNs (East Park            P-1          1,800,000
                Community, Inc.)/(Society National Bank, Cleveland, OH
                LOC)
                -------------------------------------------------------
    655,000     Cuyahoga County, OH IDA Weekly VRDNs (Interstate Diesel    P-1            655,000
                Service, Inc.)/(Huntington National Bank, Columbus, OH
                LOC)
                -------------------------------------------------------
    715,000     Cuyahoga County, OH IDA Weekly VRDNs (Parma-Commerce       P-1            715,000
                Parkway West)/(Society National Bank, Cleveland, OH
                LOC)
                -------------------------------------------------------
  1,200,000     Cuyahoga County, OH IDA Weekly VRDNs (Premier              P-1          1,200,000
                Manufacturing Corp.)/(National City Bank, Kentucky LOC)
                -------------------------------------------------------
  2,000,000     Cuyahoga County, OH IDA, IDRB (Series 1995) Weekly         P-1          2,000,000
                VRDNs (Avalon Precision Casting Co. Project)/(Society
                National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  3,000,000     Dayton, OH, Revenue Refunding Bonds (Series 1993E)        VMIG1         3,000,000
                Weekly VRDNs (Emery Air Freight Corp.)/(Mellon Bank NA,
                Pittsburgh LOC)
                -------------------------------------------------------
  1,700,000     Delaware County, OH, IDRB (Series 1995) Weekly VRDNs       P-1          1,700,000
                (Air Waves, Inc. Project)/(Society National Bank,
                Cleveland, OH LOC)
                -------------------------------------------------------
  1,240,000     Elyria, OH, General Limited Tax Various Purpose BANS,     NR(3)         1,242,922
                4.26%, 10/11/1996
                -------------------------------------------------------
  2,000,000     Euclid City School District, OH, 4.83% RANs, 12/15/1995   NR(3)         2,000,416
                -------------------------------------------------------
  1,000,000     Franklin County, OH Hospital Facility Authority Weekly    VMIG1         1,000,000
                VRDNs (Riverside United Methodist Hospital)/(National
                City Bank, Cleveland, OH LOC)
                -------------------------------------------------------
</TABLE>



OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                OHIO--CONTINUED
                -------------------------------------------------------
$ 4,500,000     Franklin County, OH IDA Weekly VRDNs                       P-1       $  4,500,000
                (Heekin Can, Inc.)/(PNC Bank, Ohio, N.A. LOC)
                -------------------------------------------------------
  3,160,000     Franklin County, OH IDA Weekly VRDNs (Unicorn Leasing      P-1          3,160,000
                Corp.)/(Fifth Third Bank, Cincinnati LOC)
                -------------------------------------------------------
  3,670,000     Franklin County, OH IDA, (Series 1995) Weekly VRDNs        P-1          3,670,000
                (Fabcon L.L.C. Project)/(Norwest Bank Minnesota,
                Minneapolis LOC)
                -------------------------------------------------------
  2,000,000     Franklin County, OH IDA, IDRB Weekly VRDNs (Tigerpoly      P-1          2,000,000
                Manufacturing, Inc.)/(Mitsubishi Bank Ltd, Tokyo LOC)
                -------------------------------------------------------
  2,000,000     Franklin County, OH, Ltd. GO's (Series 8/95), 4.10%       SP-1+         2,003,106
                BANs, 8/23/1996
                -------------------------------------------------------
  1,200,000     Gates Mills Village, OH, Water System Improvement BANS,     NR          1,201,105
                4.10%, 10/17/1996
                -------------------------------------------------------
  1,950,000     Hamilton County, OH Health System Weekly VRDNs (West      VMIG1         1,950,000
                Park Community)/(Fifth Third Bank, Cincinnati LOC)
                -------------------------------------------------------
  1,500,000     Hamilton County, OH Hospital Facilities Authority,         A-1          1,500,000
                Revenue Bonds (Series 1986A) Weekly VRDNs (Good
                Samaritan Hospital)
                -------------------------------------------------------
  3,000,000     Hamilton, OH, Ltd. Tax GO's, 3.91% BANs, 1/18/1996        NR(3)         3,000,050
                -------------------------------------------------------
  2,200,000     Hamilton, OH, Real Estate Acquisition/Electric            NR(3)         2,200,259
                Improvement System BANs (Series A), 4.02%, 6/14/1996
                -------------------------------------------------------
  2,000,000     Holmes County, OH IDA Weekly VRDNs (Poultry                A-1+         2,000,000
                Processing)/(Rabobank Nederland, Utrecht LOC)
                -------------------------------------------------------
  1,250,000     Huber Heights, OH, IDRB (Series 1994) Weekly VRDNs         P-1          1,250,000
                (Lasermike, Inc. Project)/(Society National Bank,
                Cleveland, OH LOC)
                -------------------------------------------------------
  1,000,000     Huron City, OH, General Limited Tax Various Purpose,        NR          1,001,336
                4.49% BANs, 5/31/1996
                -------------------------------------------------------
    300,000     Kettering, OH IDA Weekly VRDNs (Center-Plex Venture)/      P-1            300,000
                (Society National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
</TABLE>



OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                OHIO--CONTINUED
                -------------------------------------------------------
$ 1,680,000     Lake County, OH, General and SA Limited Tax Various       NR(2)      $  1,681,816
                BANS, 4.07%, 10/10/1996
                -------------------------------------------------------
  2,885,000     Lorain County, OH, Health Facilities Revenue Bonds         P-1          2,885,000
                (Series 1992A) Weekly VRDNs (Elyria United Methodist
                Home)/(Fifth Third Bank, Cincinnati LOC)
                -------------------------------------------------------
  4,565,000     Lorain Port Authority, OH, (Series 1994) Weekly VRDNs      P-1          4,565,000
                (Spitzer Great Lakes Ltd., Inc.)/(Bank One, Cleveland,
                N.A. LOC)
                -------------------------------------------------------
  1,600,000     Lucas County, OH IDA Weekly VRDNs (Kuhlman Corp.)/         P-1          1,600,000
                (Society National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  1,905,000     Lucas County, OH, Hospital Facility Improvement Revenue    P-1          1,905,000
                Bonds (Series 93) Weekly VRDNs (Lott Industries, Inc.)/
                (National City Bank,
                Cleveland, OH LOC)
                -------------------------------------------------------
    300,000     Lucas County, OH, Hospital Improvement Revenue Weekly      P-1            300,000
                VRDNs (Sunshine Children's Home)/(National City Bank,
                Cleveland, OH LOC)
                -------------------------------------------------------
  8,500,000     Lucas County, OH, Hospital Refunding Revenue Bonds         P-1          8,500,000
                Weekly VRDNs (Riverside Hospital, OH)/(Huntington
                National Bank, Columbus, OH LOC)
                -------------------------------------------------------
  3,500,000     Lucas County, OH, Various Purpose Improvement Notes       NR(4)         3,501,985
                (Series 1994), 5.75% BANs, 11/30/1995
                -------------------------------------------------------
  5,325,000     Mahoning County, OH Multifamily HFA Weekly VRDNs           A-1          5,325,000
                (International Towers, Inc.)/(PNC Bank, N.A. LOC)
                -------------------------------------------------------
  6,900,000     Mahoning County, OH, Housing Revenue Bonds (Series         A-1          6,900,000
                1995) Weekly VRDNs (Copeland Oaks Project)/ (Bank One,
                Akron, N.A. LOC)
                -------------------------------------------------------
     40,000     Mahoning County, OH, IDR Weekly VRDNs (Tru-Cut Die         P-1             40,000
                Corp.)/(PNC Bank, Ohio, N.A. LOC)
                -------------------------------------------------------
  1,120,000     Mansfield, OH, IDR Weekly VRDNs (Designed Metal            P-1          1,120,000
                Products, Inc.)/(Bank One, Columbus, N.A. LOC)
                -------------------------------------------------------
</TABLE>



OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                OHIO--CONTINUED
                -------------------------------------------------------
$ 2,000,000     Marysville Exempted Village School District, OH,            NR       $  2,001,101
                General Unlimited Tax School Improvement Bond
                Anticipation Notes, 4.27% BANs, 12/20/1995
                -------------------------------------------------------
    460,000     Medina County, OH, IDR, 4.05% TOBs (Bopco)/(Bank One,      P-1            460,000
                Akron, N.A. LOC), Optional Tender 3/1/1996
                -------------------------------------------------------
  5,400,000     Medina County, OH, Solid Waste Disposal Revenue Bonds      P-1          5,400,000
                (Series 1995) Weekly VRDNs (Valley City
                Steel Company Project)/(Society National Bank,
                Cleveland, OH LOC)
                -------------------------------------------------------
  7,000,000     Montgomery County, OH, Ltd. Tax GO's Certificate of       NR(2)         7,022,709
                Indebtedness (1995 Series A), 5.00% BANs, 4/26/1996
                -------------------------------------------------------
  2,010,000     Montgomery, OH IDA Weekly VRDNs (Bethesda Two Limited      A-1          2,010,000
                Partnership)/(Huntington National Bank, Columbus, OH
                LOC)
                -------------------------------------------------------
  3,600,000     Morrow County, OH, Detention Facilities Bond                NR          3,601,564
                Anticipation Notes (Series 1995), 4.25% BANs, 4/15/1996
                -------------------------------------------------------
    500,000     Muskingham County, OH Hospital Facilities Authority       VMIG1           500,000
                Weekly VRDNs (Bethesda Care System)/(National City
                Bank, Columbus, OH LOC)
                -------------------------------------------------------
    370,000     North Olmsted, OH IDA Weekly VRDNs (Bryant &               P-1            370,000
                Stratton)/(Society National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
    730,000     North Olmsted, OH IDA, 4.00% TOBs (Therm-All)/             P-1            730,000
                (National City Bank, Cleveland, OH LOC), Optional
                Tender 2/1/1996
                -------------------------------------------------------
  4,000,000     North Olmsted, OH, Various Purpose Improvement Notes,     NR(3)         4,010,198
                (Series 1995), 4.67% BANs, 6/20/1996
                -------------------------------------------------------
  2,135,000     Ohio HFA Weekly VRDNs (Westchester Village)/(Society       P-1          2,135,000
                National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  7,405,000     Ohio HFA, 4.40% TOBs (Comerica, Inc.)/(Comerica, Inc.      P-1          7,405,000
                LOC), Optional Tender 11/1/1995
                -------------------------------------------------------
</TABLE>



OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                OHIO--CONTINUED
                -------------------------------------------------------
$ 6,435,000 (a) Ohio HFA, Single Family Mortgage (Series PT-8) Weekly      A-1+      $  6,435,000
                VRDNs (GNMA COL)/(Dai-Ichi Kangyo Bank Ltd., Tokyo LIQ)
                -------------------------------------------------------
  2,000,000     Ohio State Air Quality Development Authority, (Series      P-1          2,000,000
                1998A) Weekly VRDNs (PPG Industries, Inc.)
                -------------------------------------------------------
  1,800,000     Ohio State Air Quality Development Authority, 3.75% CP     AAA          1,800,000
                (Cincinnati Gas and Electric Co.)/(Union Bank of
                Switzerland, Zurich LOC), Mandatory Tender 11/7/1995
                -------------------------------------------------------
  3,000,000     Ohio State Air Quality Development Authority, 3.75% CP     AAA          3,000,000
                (Cincinnati Gas and Electric Co.)/(Union Bank of
                Switzerland, Zurich LOC), Mandatory Tender 11/9/1995
                -------------------------------------------------------
  4,500,000     Ohio State Air Quality Development Authority, 3.80% CP     A-1+         4,500,000
                (Cincinnati Gas and Electric Co.)/(J.P. Morgan
                Delaware, Wilmington LOC), Mandatory Tender 12/8/1995
                -------------------------------------------------------
  1,000,000     Ohio State Water Development Authority Weekly VRDNs        P-1          1,000,000
                (PPG Industries, Inc.)
                -------------------------------------------------------
  2,500,000     Ohio State Water Development Authority, Multimodal         A-1+         2,500,000
                Water Development (Series 1993) Weekly VRDNs (Timken
                Co.)/(Wachovia Bank of Georgia NA, Atlanta LOC)
                -------------------------------------------------------
  5,000,000     Ohio State Water Development Authority, Ohio PCR Bonds     A-1+         5,000,000
                (Series 1989) Weekly VRDNs (Duquesne Light Power
                Co.)/(Barclays Bank PLC, London LOC)
                -------------------------------------------------------
  3,500,000     Ohio State Water Development Authority, Pollution          AAA          3,515,335
                Control Facilities Revenue Bonds, 4.75% TOBs (Union
                Bank of Switzerland, Zurich LOC), Optional Tender
                5/1/1996
                -------------------------------------------------------
    700,000     Ohio State Weekly VRDNs (John Carroll University, OH)/     P-1            700,000
                (PNC Bank, N.A. LOC)
                -------------------------------------------------------
  1,420,000     Ohio State, IDR (Series 1991) Weekly VRDNs (Standby        A-1+         1,420,000
                Screw, Inc.)/(National City Bank, Columbus, OH LOC)
                -------------------------------------------------------
  1,400,000     Ohio State, IDRB (Series 1994) Weekly VRDNs (Anomatic      P-1          1,400,000
                Corporation)/(National City Bank, Columbus, OH LOC)
                -------------------------------------------------------
</TABLE>



OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                OHIO--CONTINUED
                -------------------------------------------------------
$ 1,350,000     Orrville, OH IDA Weekly VRDNs (O.S. Associates/            A-1       $  1,350,000
                Contours, Inc.)/(National City Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  1,000,000     Pickaway County, OH IDA Weekly VRDNs                       P-1          1,000,000
                (PPG Industries, Inc.)
                -------------------------------------------------------
    210,000     Portage County, OH IDA Weekly VRDNs                        P-1            210,000
                (D & W Associates)/(Bank One, Akron, N.A. LOC)
                -------------------------------------------------------
    400,000     Portage County, OH IDA, 4.05% TOBs (Neidlinger)/           P-1            400,000
                (Society National Bank, Cleveland, OH LOC), Optional
                Tender 3/1/1996
                -------------------------------------------------------
    900,000     Portage County, OH IDA, Adjustable Rate Industrial         P-1            900,000
                Revenue Bonds Weekly VRDNs (Lovejoy Industries)/(Star
                Bank, NA, Cincinnati LOC)
                -------------------------------------------------------
  5,000,000     Richland County, OH, Special Assessment Limited Tax         NR          5,002,622
                Sewer Improvement BANS (Series 1995), 4.25%, 12/14/1995
                -------------------------------------------------------
  1,000,000     Rickenbacker, OH Port Authority, (Series 1992) Weekly      P-1          1,000,000
                VRDNs (Rickenbacker Holdings, Inc.)/(Bank One,
                Columbus, N.A. LOC)
                -------------------------------------------------------
  1,250,000     Ross County, OH, Hospital Facilities Revenue Bonds         AA-          1,250,000
                (Series 1995) Weekly VRDNs (Medical Center Hospital
                Project)/(Fifth Third Bank, Cincinnati LOC)
                -------------------------------------------------------
  1,200,000     Sharonville, OH, IDR Weekly VRDNs (Xtek, Inc.)/(Fifth     VMIG1         1,200,000
                Third Bank, Cincinnati LOC)
                -------------------------------------------------------
  1,150,000     Shelby City, OH, General Ltd. Tax Water System              NR          1,152,218
                Improvement BANS (Series 1995), 4.50%, 8/22/1996
                -------------------------------------------------------
    880,000     Solon, OH, IDR Weekly VRDNs (Graphic Laminating)/          P-1            880,000
                (Society National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  2,000,000     Solon, OH, IDRB (Series 1995) Weekly VRDNs (Cleveland       A+          2,000,000
                Twist Drill Company)/(Nationsbank of Georgia, N.A. LOC)
                -------------------------------------------------------
  2,000,000     Springdale, OH, BANS (Series 1995), 4.15%, 9/20/1996        NR          2,003,375
                -------------------------------------------------------
  1,400,000     Stark County, OH IDR Weekly VRDNs (Society National        P-1          1,400,000
                Bank, Cleveland, OH LOC)
                -------------------------------------------------------
</TABLE>



OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                OHIO--CONTINUED
                -------------------------------------------------------
$ 2,345,000     Stark County, OH IDR, (Series 1994) Weekly VRDNs (Wilk     P-1       $  2,345,000
                of Morris)/(Society National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  2,685,000     Stark County, OH IDR, Sewer District Improvements Notes   NR(3)         2,689,317
                (Series 1995-1), 5.00% BANs, 4/3/1996
                -------------------------------------------------------
  2,000,000     Stark County, OH IDR, Various Purpose Notes (Series       NR(3)         2,003,216
                1995-1), 5.00% BANs, 4/3/1996
                -------------------------------------------------------
  1,350,000     Strongsville, OH, Adjustable Rate Demand IDRB (Series      A-1          1,350,000
                1994) Weekly VRDNs (Nutro Machinery Corp.,
                Project)/(Huntington National Bank, Columbus, OH LOC)
                -------------------------------------------------------
  2,900,000     Summit County, OH IDR Weekly VRDNs (Maison Aine Limited    P-1          2,900,000
                Partnership)/(Society National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  4,500,000     Summit County, OH IDR, (Series 1994) Weekly VRDNs          P-1          4,500,000
                (Harry London Candies, Inc.)/(Bank One, Akron, N.A.
                LOC)
                -------------------------------------------------------
  1,245,000     Summit County, OH IDR, 4.00% TOBs (Matech Machine Tool     P-1          1,245,000
                Co.)/(Bank One, Akron, N.A. LOC), Optional Tender
                5/1/1996
                -------------------------------------------------------
    385,000     Summit County, OH IDR, 4.05% TOBs (Keltec Industries)/     P-1            385,000
                (Bank One, Akron, N.A. LOC), Optional Tender 3/1/1996
                -------------------------------------------------------
    795,000     Summit County, OH IDR, 4.05% TOBs (Universal Rack)/        P-1            795,000
                (National City Bank, Cleveland, OH LOC), Optional
                Tender 3/1/1996
                -------------------------------------------------------
  1,115,000     Summit County, OH IDR, 4.40% TOBs (Rogers Industrial       P-1          1,115,000
                Products, Inc.)/(Bank One, Akron, N.A. LOC), Optional
                Tender 11/1/1995
                -------------------------------------------------------
    795,000     Summit County, OH IDR, 4.70% TOBs (Bechmer-Boyce           P-1            795,000
                Project)/(Society National Bank, Cleveland, OH LOC),
                Optional Tender 1/15/1996
                -------------------------------------------------------
    910,000     Summit County, OH IDR, 4.85% TOBs (S.D. Meyers, Inc.)/     P-1            910,000
                (Bank One, Akron, N.A. LOC), Optional Tender 2/15/1996
                -------------------------------------------------------
</TABLE>



OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                OHIO--CONTINUED
                -------------------------------------------------------
$ 1,000,000     Summit County, OH IDR, Adjustable Rate Bonds (Series       P-1       $  1,000,000
                1994) Weekly VRDNs (Austin Printing Co., Inc.)/ (Bank
                One, Akron, N.A. LOC)
                -------------------------------------------------------
  1,000,000     Summit County, OH IDR, Adjustable Rate IDRB (Series        P-1          1,000,000
                1995) Weekly VRDNs (Cardtech Project (OH))/ (Society
                National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  2,890,000     Summit County, OH IDR, Variable Rate Demand IDRB           P-1          2,890,000
                (Series 1994B) Weekly VRDNs (Harry London Candies,
                Inc.)/(Bank One, Akron, N.A. LOC)
                -------------------------------------------------------
  2,000,000     Summit County, OH, GO Various Purpose Notes (Series       NR(3)         2,002,317
                1995A), 5.00% BANs, 3/7/1996
                -------------------------------------------------------
  1,000,000     Toledo-Lucas County, OH Port Authority, IDA Weekly         AAA          1,000,000
                VRDNs (Medusa Corp.)/(Bayerische Vereinsbank AG, Munich
                LOC)
                -------------------------------------------------------
  2,700,000     Trumbull County, OH IDA, (Series 1989) Weekly VRDNs        A-1          2,700,000
                (McDonald Steel Corp.)/(PNC Bank, N.A. LOC)
                -------------------------------------------------------
  1,355,000     Trumbull County, OH IDA, Adjustable Rate IDR Refunding     P-1          1,355,000
                Bonds (Series 1994) Weekly VRDNs (Churchill Downs,
                Inc.)/(Bank One, Columbus, N.A. LOC)
                -------------------------------------------------------
  3,000,000     Trumbull County, OH, Correctional Facilities BANs         NR(4)         3,001,643
                (Series 1995), 4.83%, 4/11/1996
                -------------------------------------------------------
  3,000,000     University of Cincinnati, OH, General Receipts             SP-1         3,005,929
                Anticipation Notes-Series T, 4.25% BANs, 8/28/1996
                -------------------------------------------------------
  4,100,000     Westlake, OH, IDR Weekly VRDNs (Kahal Limited              P-1          4,100,000
                Partnership)/(Society National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  1,145,000     Willoughby City, OH, Variable Rate Demand IDR Refunding    P-1          1,145,000
                Bonds (Series 1995A) Weekly VRDNs (Pine Ridge Shopping
                Center Company Project)/(Star Bank, NA, Cincinnati LOC)
                -------------------------------------------------------
</TABLE>



OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                OHIO--CONTINUED
                -------------------------------------------------------
$ 1,245,000     Willoughby City, OH, Variable Rate Demand IDR Revenue      P-1       $  1,245,000
                Bonds (Series 1995 B) Weekly VRDNs (Pine Ridge Shop-
                ping Center Company Project)/(Star Bank, NA, Cincin-
                nati LOC)
                -------------------------------------------------------
  1,600,000     Wood County, OH Weekly VRDNs (Principle Business           P-1          1,600,000
                Enterprises)/(National City Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  2,200,000     Wood County, OH, EDRB Weekly VRDNs (Roe Inc.               P-1          2,200,000
                Project)/(Huntington National Bank, Columbus, OH LOC)
                -------------------------------------------------------
  5,300,000 (a) Youngstown City School District, OH, Municipal Install-    A-1+         5,300,000
                ment Trust Receipts (Series 1994-A) Weekly VRDNs
                (Internationale Nederlanden Bank N.V.
                LIQ)/(Internationale Nederlanden Bank N.V. LOC)
                                                                                     ------------
                -------------------------------------------------------
                                                                                     $258,712,822
                TOTAL INVESTMENTS (AT AMORTIZED COST)(B)
                                                                                     ------------
                -------------------------------------------------------
</TABLE>


Securities that are subject to Alternative Minimum Tax represent 45.2% of the
portfolio as calculated based upon total portfolio market value.

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

(a) Denotes a restricted security which is subject to restrictions on resale
    under Federal Securities laws. These securities have been determined to be
    liquid under criteria established by the Board of Trustees. At the end of
    the period, these securities amounted to $17,495,000 which represent 6.7% of
    net assets.

(b) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($261,165,455) at October 31, 1995.


OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronyms are used throughout this portfolio:
<TABLE>
<S>   <C>
BANs  --Bond Anticipation Notes
COL   --Collateralized
CP    --Commercial Paper
CSD   --Central School District
EDRB  --Economic Development Revenue Bonds
GNMA  --Government National Mortgage Association
GO    --General Obligation
HFA   --Housing Finance Authority
IDA   --Industrial Development Authority
IDR   --Industrial Development Revenue
IDRB  --Industrial Development Revenue Bonds
LIQ   --Liquidity Agreement
LOC   --Letter of Credit
PCR   --Pollution Control Revenue
PLC   --Public Limited Company
RANs  --Revenue Anticipation Notes
SA    --Support Agreement
TANs  --Tax Anticipation Notes
TOBs  --Tender Option Bonds
VRDNs --Variable Rate Demand Notes
</TABLE>


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


OHIO MUNICIPAL CASH TRUST

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                    <C>         <C>
ASSETS:
- -------------------------------------------------------------------------------
Total investments in securities, at amortized cost and value                       $258,712,822
- -------------------------------------------------------------------------------
Cash                                                                                    334,964
- -------------------------------------------------------------------------------
Income receivable                                                                     2,498,541
- -------------------------------------------------------------------------------
Receivable for shares sold                                                                  739
- -------------------------------------------------------------------------------
Deferred expenses                                                                         7,251
- -------------------------------------------------------------------------------    ------------
     Total assets                                                                   261,554,317
- -------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------
Payable for shares redeemed                                            $ 48,000
- --------------------------------------------------------------------
Income distribution payable                                             223,569
- --------------------------------------------------------------------
Accrued expenses                                                        117,293
- --------------------------------------------------------------------   --------
     Total liabilities                                                                  388,862
- -------------------------------------------------------------------------------    ------------
NET ASSETS for 261,165,455 shares outstanding                                      $261,165,455
- -------------------------------------------------------------------------------    ------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- -------------------------------------------------------------------------------
INSTITUTIONAL SHARES:
- -------------------------------------------------------------------------------
$72,931,089 / 72,931,089 shares outstanding                                               $1.00
- -------------------------------------------------------------------------------    ------------
CASH II SHARES:
- -------------------------------------------------------------------------------
$188,234,366 / 188,234,366 shares outstanding                                             $1.00
- -------------------------------------------------------------------------------    ------------
</TABLE>


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


OHIO MUNICIPAL CASH TRUST

STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                          <C>          <C>           <C>
INVESTMENT INCOME:
- ------------------------------------------------------------------------------------
Interest                                                                                $9,872,940
- ------------------------------------------------------------------------------------
EXPENSES:
- ------------------------------------------------------------------------------------
Investment advisory fee                                                   $  957,142
- ----------------------------------------------------------------------
Administrative personnel and services fee                                    181,139
- ----------------------------------------------------------------------
Custodian fees                                                                67,328
- ----------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                      95,590
- ----------------------------------------------------------------------
Directors'/Trustees' fees                                                      1,888
- ----------------------------------------------------------------------
Auditing fees                                                                 14,191
- ----------------------------------------------------------------------
Legal fees                                                                     2,818
- ----------------------------------------------------------------------
Portfolio accounting fees                                                     54,785
- ----------------------------------------------------------------------
Distribution services fee--Cash II Shares                                    493,611
- ----------------------------------------------------------------------
Shareholder services fee--Institutional Shares                               186,871
- ----------------------------------------------------------------------
Shareholder services fee--Cash II Shares                                     411,342
- ----------------------------------------------------------------------
Share registration costs                                                      49,625
- ----------------------------------------------------------------------
Printing and postage                                                          18,607
- ----------------------------------------------------------------------
Insurance premiums                                                             5,770
- ----------------------------------------------------------------------
Miscellaneous                                                                 15,305
- ----------------------------------------------------------------------    ----------
     Total expenses                                                        2,556,012
- ----------------------------------------------------------------------
Waivers--
- ----------------------------------------------------------
  Waiver of investment advisory fee                          $ (95,512)
- ----------------------------------------------------------
  Waiver of distribution services fee--Cash II Shares         (411,342)
- ----------------------------------------------------------
  Waiver of shareholder services fee--Institutional Shares    (186,871)
- ----------------------------------------------------------   ---------
     Total waivers                                                          (693,725)
- ----------------------------------------------------------------------    ----------
       Net expenses                                                                      1,862,287
- ------------------------------------------------------------------------------------    ----------
          Net investment income                                                         $8,010,653
- ------------------------------------------------------------------------------------    ----------
</TABLE>


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


OHIO MUNICIPAL CASH TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    YEAR ENDED OCTOBER 31,
                                                                -------------------------------
                                                                     1995             1994
                                                                ---------------   -------------
<S>                                                             <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
- --------------------------------------------------------------
OPERATIONS--
- --------------------------------------------------------------
Net investment income                                           $     8,010,653   $   4,456,860
- --------------------------------------------------------------  ---------------   -------------
DISTRIBUTIONS TO SHAREHOLDERS--
- --------------------------------------------------------------
Distributions from net investment income
- --------------------------------------------------------------
Institutional Shares                                                 (2,660,655)     (1,561,810)
- --------------------------------------------------------------
Cash II Shares                                                       (5,349,998)     (2,895,050)
- --------------------------------------------------------------  ---------------   -------------
     Change in net assets resulting from distributions
     to shareholders                                                 (8,010,653)     (4,456,860)
- --------------------------------------------------------------  ---------------   -------------
SHARE TRANSACTIONS--
- --------------------------------------------------------------
Proceeds from sale of Shares                                      1,275,288,208     809,574,268
- --------------------------------------------------------------
Net asset value of Shares issued to shareholders in payment of
distributions declared                                                5,470,332       2,932,696
- --------------------------------------------------------------
Cost of Shares redeemed                                          (1,238,142,557)   (802,723,017)
- --------------------------------------------------------------  ---------------   -------------
     Change in net assets resulting from share transactions          42,615,983       9,783,947
- --------------------------------------------------------------  ---------------   -------------
          Change in net assets                                       42,615,983       9,783,947
- --------------------------------------------------------------
NET ASSETS:
- --------------------------------------------------------------
Beginning of period                                                 218,549,472     208,765,525
- --------------------------------------------------------------  ---------------   -------------
End of period                                                   $   261,165,455   $ 218,549,472
- --------------------------------------------------------------  ---------------   -------------
</TABLE>


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


OHIO MUNICIPAL CASH TRUST

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
(1) ORGANIZATION

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

(2) SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

     CONCENTRATION OF CREDIT RISK--Since the Fund invests a substantial portion
     of its assets in issuers located in one state, it will be more susceptible
     to factors adversely affecting issuers of that state than would be a
     comparable tax-exempt mutual fund that invests nationally. In order to
     reduce the credit risk associated with such factors, at October 31, 1995,
     71.6% of the securities in the portfolio of investments are backed by
     letters of credit or bond insurance of various financial institutions and
     financial guaranty assurance agencies. The value of investments insured by
     or supported (backed) by a letter of credit for any one institution or
     agency does not exceed 12.3% of total investments.


OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

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

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

     Additional information on each restricted security held at October 31, 1995
     is as follows:
<TABLE>
<CAPTION>
                       SECURITY                           ACQUISITION DATE    ACQUISITION COST
- -------------------------------------------------------   ----------------    ----------------
<S>                                                       <C>                 <C>
     Cleveland OH City School District, Energy
     Conservation Improvement Bonds (Series 1994)
     Weekly VRDNs                                           10/02/95           $5,760,000
     Ohio HFA, Single Family Mortgage (Series PT-8)
     Weekly VRDNs                                           06/16/94            6,435,000
     Youngstown City School District, OH, Municipal
     Installment Trust Receipts (Series 1994-A)
     Weekly VRDNs                                           08/02/95            5,300,000
</TABLE>


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


OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At October 31, 1995, capital paid-in aggregated $261,165,455.

Transactions in shares were as follows:
<TABLE>
<CAPTION>
                                                                       YEAR ENDED OCTOBER 31,
                                                                    ----------------------------
                      INSTITUTIONAL SHARES                              1995            1994
- -----------------------------------------------------------------   ------------    ------------
<S>                                                                 <C>             <C>
Shares sold                                                          571,719,826     275,545,260
- -----------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                               277,721          99,198
- -----------------------------------------------------------------
Shares redeemed                                                     (561,565,338)   (294,893,757)
- -----------------------------------------------------------------   ------------    ------------
  Net change resulting from Institutional Share transactions          10,432,209     (19,249,299)
- -----------------------------------------------------------------   ------------    ------------
</TABLE>

<TABLE>
<CAPTION>
                                                                       YEAR ENDED OCTOBER 31,
                                                                    ----------------------------
                         CASH II SHARES                                 1995            1994
- -----------------------------------------------------------------   ------------    ------------
<S>                                                                 <C>             <C>
Shares sold                                                          703,568,382     534,029,008
- -----------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                             5,192,611       2,833,498
- -----------------------------------------------------------------
Shares redeemed                                                     (676,577,219)   (507,829,260)
- -----------------------------------------------------------------   ------------    ------------
  Net change resulting from Cash II Share transactions                32,183,774      29,033,246
- -----------------------------------------------------------------   ------------    ------------
     Net change resulting from Fund share transactions                42,615,983       9,783,947
- -----------------------------------------------------------------   ------------    ------------
</TABLE>


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Federated Management, the Fund's investment adviser,
(the "Adviser"), receives for its services an annual investment advisory fee
equal to .40 of 1% of the Fund's average daily net assets. The Adviser may
voluntarily choose to waive any portion of its fee of the Fund. The Adviser can
modify or terminate this voluntary waiver at any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services, under the Administrative
Services Agreement, provides the Fund with administrative personnel and
services. This fee is based on the level of average aggregate daily net assets
of all funds advised by subsidiaries of Federated Investors for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

DISTRIBUTION SERVICES FEE--The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will
compensate Federated Services Corp. ("FSC"), the principal distributor, from the
net assets of the Fund to finance activities intended to result in the sale of
the Fund's Cash II Shares. The Plan provides that the Fund may incur
distribution expenses up to .30 of 1% of the average daily net assets of the
Cash II shares, annually, to compensate


OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

FSC. FSC may voluntarily choose to waive a portion of its fee. FSC can modify or
terminate this voluntary waiver at any time at its sole discretion.
SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services ("FSS"), the Fund will pay FSS up to .25 of
1% of daily average net assets of the Fund for the period. This fee is to obtain
certain services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive its fee. FSS can modify or terminate this voluntary
waiver at any time at its sole discretion. For the fiscal year ended October 31,
1995, Institutional Shares fully waived its shareholder services fee.

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

PORTFOLIO ACCOUNTING FEES--FServ also maintains the Fund's accounting records
for which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.

INTERFUND TRANSACTIONS--During the period ended October 31, 1995, the Fund
engaged in purchase and sale transactions with funds that have a common
investment adviser, common Directors/Trustees, and/or common Officers. These
transactions were made at current market value pursuant to Rule 17a-7 under the
Act amounting to $500,170,000 and $491,515,000, respectively.

GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.


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

To the Shareholders and Board of Trustees of

FEDERATED MUNICIPAL TRUST
(Ohio Municipal Cash Trust):

We have audited the accompanying statement of assets and liabilities of Ohio
Municipal Cash Trust (an investment portfolio of Federated Municipal Trust, a
Massachusetts business trust), including the schedule of portfolio investments,
as of October 31, 1995, the related statement of operations for the year then
ended, and the statement of changes in net assets for each of the two years in
the period then ended and the financial highlights (see pages 2 and 16 of the
prospectus) for the periods presented. These financial statements and financial
highlights are the responsibility of the Trust's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Ohio
Municipal Cash Trust (an investment portfolio of Federated Municipal Trust) as
of October 31, 1995, the results of its operations for the year then ended, and
the changes in its net assets for each of the two years in the period then ended
and the financial highlights for the periods presented, in conformity with
generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
December 15, 1995


ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>             <C>                                                         <C>
Ohio Municipal Cash Trust
                Cash II Shares                                              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                                       P.O. Box 8600
                Trust Company                                               Boston, MA 02266-8600
- ---------------------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                                  P.O. Box 8600
                                                                            Boston, MA 02266-8600
- ---------------------------------------------------------------------------------------------------------------
Independent Public Accountants
                Arthur Andersen LLP                                         2100 One PPG Place
                                                                            Pittsburgh, PA 15222
- ---------------------------------------------------------------------------------------------------------------
</TABLE>



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

- --------------------------------------------------------------------------------
                                      OHIO MUNICIPAL
                                      CASH TRUST
                                      CASH II SHARES

                                      PROSPECTUS

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

                                      Prospectus dated December 31, 1995

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      CUSIP 314229840
      1030105A-CII(12/95)


OHIO MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SHARES
PROSPECTUS

The Institutional Shares of Ohio 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 primarily in short-term Ohio municipal
securities, including securities of states, territories, and possessions of the
United States which are not issued by or on behalf of Ohio, or its political
subdivisions and financing authorities, but which provide income exempt from
federal regular income tax and the personal income taxes imposed by the State of
Ohio and Ohio municipalities consistent with stability of principal.

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 December 31,
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,
or a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995

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

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

FINANCIAL HIGHLIGHTS--
  INSTITUTIONAL SHARES                                                         2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
  Ohio Municipal Securities                                                    6
  Investment Risks                                                             6
  Non-Diversification                                                          6
  Investment Limitations                                                       7

FUND INFORMATION                                                               7
- ------------------------------------------------------

  Management of the Fund                                                       7
  Distribution of Institutional Shares                                         8
  Administration of the Fund                                                   9

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

HOW TO PURCHASE SHARES                                                         9
- ------------------------------------------------------

HOW TO REDEEM SHARES                                                          10
- ------------------------------------------------------

ACCOUNT AND SHARE INFORMATION                                                 11
- ------------------------------------------------------

TAX INFORMATION                                                               12
- ------------------------------------------------------

  Federal Income Tax                                                          12
  State and Local Taxes                                                       13

OTHER CLASSES OF SHARES                                                       13
- ------------------------------------------------------

PERFORMANCE INFORMATION                                                       14
- ------------------------------------------------------
FINANCIAL HIGHLIGHTS--
  CASH II SHARES                                                              15
- ------------------------------------------------------

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

REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                                                 34
- ------------------------------------------------------

ADDRESSES                                                                     35
- ------------------------------------------------------


SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                             <C>      <C>
                                     INSTITUTIONAL SHARES
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price).................................................     None
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price).................................................     None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)...............................     None
Redemption Fee (as a percentage of amount redeemed, if applicable)....................     None
Exchange Fee..........................................................................     None
                                   ANNUAL OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver)(1)......................................................    0.36%
12b-1 Fee.............................................................................     None
Total Other Expenses..................................................................    0.21%
  Shareholder Services Fee (after waiver)(2).................................    0.00%
       Total Operating Expenses(3)....................................................    0.57%
</TABLE>


(1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.40%.

(2) The maximum shareholder services fee is 0.25%.

(3) The total operating expenses would have been 0.86% absent the voluntary
waivers of a portion of the management fee and the shareholder services fee.

  The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Shares of the
Fund will bear, either directly or indirectly. For more complete descriptions of
the various costs and expenses, see "Fund Information." Wire-transferred
redemptions of less than $5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
                      EXAMPLE                          1 year     3 years     5 years     10 years
- ---------------------------------------------------    ------     -------     -------     --------
<S>                                                    <C>        <C>         <C>         <C>
You would pay the following expenses on a $1,000
  investment assuming (1) 5% annual return and (2)
  redemption at the end of each time period........      $6         $18         $32         $ 71
</TABLE>


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


OHIO MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants, on page 34.
<TABLE>
<CAPTION>
                                                           YEAR ENDED OCTOBER 31,
                                               -----------------------------------------------
                                               1995      1994      1993      1992      1991(A)
                                               -----     -----     -----     -----     -------
<S>                                            <C>       <C>       <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD           $1.00     $1.00     $1.00     $1.00      $1.00
- ---------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------------------
  Net investment income                         0.04      0.02      0.02      0.03       0.02
- ---------------------------------------------
LESS DISTRIBUTIONS
- ---------------------------------------------
  Distributions from net investment income     (0.04)    (0.02)    (0.02)    (0.03)     (0.02)
- ---------------------------------------------  -----     -----     -----     -----     ------
NET ASSET VALUE, END OF PERIOD                 $1.00     $1.00     $1.00     $1.00      $1.00
- ---------------------------------------------  -----     -----     -----     -----     ------
TOTAL RETURN (B)                                3.61%     2.41%     2.33%     3.21%      2.40%
- ---------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ---------------------------------------------
  Expenses                                      0.57%     0.55%     0.48%     0.46%      0.35%*
- ---------------------------------------------
  Net investment income                         3.56%     2.36%     2.30%     3.10%      4.46%*
- ---------------------------------------------
  Expense waiver/reimbursement (c)              0.29%     0.07%     0.19%     0.25%      0.32%*
- ---------------------------------------------
SUPPLEMENTAL DATA
- ---------------------------------------------
  Net assets, end of period (000 omitted)       $72,931    $62,499    $81,748    $74,342   $44,771
- ---------------------------------------------
</TABLE>


* Computed on an annualized basis.

(a) Reflects operations for the period from April 22, 1991 (date of initial
    public investment) to October 31, 1991.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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


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 shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Institutional Shares and Cash II
Shares. This prospectus relates only to Institutional Shares of the Fund, which
are designed primarily for financial institutions acting in a fiduciary or
agency capacity as a convenient means of accumulating an interest in a
professionally managed, non-diversified portfolio investing primarily in
short-term Ohio municipal securities. The Fund may not be a suitable investment
for retirement plans or for non-Ohio taxpayers because it invests in municipal
securities of that state. A minimum initial investment of $25,000 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 taxes imposed by the State of Ohio
and Ohio municipalities consistent with stability of principal. 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 complying with the various requirements of Rule 2a-7 under the
Investment Company Act of 1940 which regulates money market mutual funds and by
following the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of Ohio
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 Ohio state income taxes. (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 Ohio 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 Ohio state
income tax imposed upon


non-corporate taxpayers ("Ohio Municipal Securities"). Examples of Ohio
Municipal Securities include, but are not limited to:

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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS. The Fund may purchase interests in Ohio Municipal
     Securities from financial institutions such as commercial and investment
     banks, savings 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 Ohio 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. Lease obligations may be subject to periodic appropriation.
     Municipal leases are subject to certain specific risks in the event of
     default or failure of appropriation.

CREDIT ENHANCEMENT. Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.

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

DEMAND FEATURES. The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued


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

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, all of comparable quality to other
securities in which the Fund invests, such as: obligations issued by or on
behalf of municipal or corporate issuers; 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 Ohio Municipal
Securities is subject to the federal alternative minimum tax.


OHIO MUNICIPAL SECURITIES

Ohio 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.

Ohio 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 Ohio 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 Ohio 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
Ohio 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 Ohio Municipal
Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Ohio 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
Ohio 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 Ohio 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 directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of its cash value with an agreement to buy it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow up to
one-third of the value of its total assets and pledge up to 15% of the value of
its total assets to secure such borrowings. These investment limitations cannot
be changed without shareholder approval.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES. The Fund 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 .40 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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SHARES

Federated Securities Corp. is the principal distributor for Institutional 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. The Fund has entered into a Shareholder Services Agreement
with Federated Shareholder Services, a subsidiary of Federated Investors, under
which the Fund may make payments up to .25 of 1% of the average daily net asset
value of Institutional Shares, computed at an annual rate, to obtain certain
personal services for shareholders and provide maintenance of shareholder
accounts ("shareholder services"). From time to time and for such periods as
deemed appropriate, the amount stated above may be reduced voluntarily.

Under the Shareholder Services Agreement, Federated Shareholder Services will
either perform shareholder services directly or will select financial
institutions to perform shareholder services. Financial institutions will
receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS. 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.


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


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

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

The Fund attempts to stabilize the net asset value of Institutional Shares at
$1.00 by valuing the portfolio securities using the amortized cost method. The
net asset value per share is determined by subtracting liabilities attributable
to shares from the value of Fund assets attributable to shares, 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, Monday through Friday, except on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

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 is open for business. Shares may be purchased either by wire or by
check. The Fund reserves the right to reject any purchase request.

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone. The
minimum initial investment is $25,000. However, an account may be opened with a
smaller amount as long as the minimum is reached within 90 days. Minimum
investments will be calculated by combining all accounts maintained with the
Fund. Financial institutions may impose different minimum investment
requirements on their customers.

PURCHASING SHARES BY WIRE. Shares may be purchased by Federal Reserve wire by
calling the Fund before 1:00 p.m. (Eastern time) to place an order. The order is
considered received immediately.


Payment by federal funds must be received before 3:00 p.m. (Eastern time) that
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: Ohio Municipal Cash Trust--Institutional Shares; 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.
Questions on wire purchases should be directed to your shareholder services
representative at the telephone number listed on your account statement.

PURCHASING SHARES BY CHECK. Shares may be purchased by mailing a check made
payable to Ohio Municipal Cash Trust--Institutional Shares to: Federated
Services Company, P.O. Box 8600, Boston, MA 02266-8600. Orders by mail are
considered received when payment by check is converted into federal funds. This
is normally the next business day after the check is received.

SUBACCOUNTING SERVICES. Financial institutions are encouraged to open single
master accounts. A subaccounting system is available through the transfer agent
to minimize internal recordkeeping requirements. The transfer agent charges a
fee based on the level of subaccounting services rendered. Financial
institutions may charge or pass through subaccounting fees as part of or in
addition to normal trust or agency account fees. They may also charge fees for
other services provided which may be related to the ownership of Fund shares.
This prospectus should, therefore, be read together with any agreement between
the customer and the financial institution with regard to the services provided,
the fees charged for those services, and any restrictions and limitations
imposed. State securities laws may require certain financial institutions such
as depository institutions to register as dealers.

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

Shares are redeemed at their net asset value next determined after Federated
Services Company 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 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 p.m. (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 dividend. Proceeds from
redemption requests received after that time include that day's dividend but
will be wired the following business day. Proceeds from redemption requests
received on holidays when wire transfers are restricted will be wired the
following business day. Questions about telephone redemptions on days when wire
transfers are restricted should be directed to your shareholder services
representative at the telephone number listed on your account statement.

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 to: Federated Services Company, P.O. Box 8600, Boston, MA
02266-8600. If shares certificates have been issued, they should be sent
unendorsed with the written request by registered or certified mail to the
address noted above.

The written request should state: the Fund name and the class designation; 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. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the 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 association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm 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.

ACCOUNT AND SHARE 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. Shares purchased by
wire before 3:00 p.m. (Eastern time) begin earning dividends that day. Shares
purchased by check begin earning dividends the day after the check is converted
into federal funds.

CAPITAL GAINS. The Fund does not expect to realize any capital gains or losses.
If capital gains or losses were to occur, they could result in an increase or
decrease in dividends. The Fund will distribute in cash or additional shares any
realized net long-term capital gains at least once every 12 months.

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 all
transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES. Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account balance falls below a required minimum value of
$25,000 due to shareholder redemptions. Before shares are


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

VOTING RIGHTS. Each shareholder has one vote in Trustee elections and other
matters submitted to shareholders for vote. All shares of all classes of each
portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. 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 election of Trustees under certain
circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

As of December 4, 1995, Parcol & Co., Akron, OH, owned 34.39% of the voting
securities of the Fund's Institutional Shares and Gradison & Company Inc.,
Cincinnati, OH, owned 80.64% of the voting securities of the Fund's Cash II
Shares, and, therefore, may, for certain purposes, be deemed to control the Fund
and be able to affect the outcome of certain matters presented for a vote of
shareholders.

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
Ohio. Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.

OHIO TAXES. Under existing Ohio laws, distributions made by the Fund will not be
subject to Ohio individual 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 Ohio or its subdivisions which is
exempt from federal income tax; or (ii) interest or dividends from obligations
issued by the United States and its territories or possessions or by any
authority, commission or instrumentality of the United States which are exempt
from state income tax under federal laws. Conversely, to the extent that
distributions made by the Fund are derived from other types of obligations, such
distributions will be subject to Ohio individual income taxes.
Distributions made by the Fund will not be subject to Ohio corporation franchise
tax to the extent that such distributions qualify as exempt-interest dividends
under the Internal Revenue Code, and represent (i) interest from obligations of
Ohio or its subdivisions which is exempt from federal income tax; or (ii) net
interest income from obligations issued by the United States and its territories
or possessions or by any authority, commission or instrumentality of the United
States, which is included in federal taxable income and which is exempt from
state income tax under federal laws.

Exempt-interest dividends that represent interest from obligations held by the
Fund which are issued by Ohio or its political subdivisions will be exempt from
any Ohio municipal income tax (even if the municipality is permitted under Ohio
law to levy a tax on intangible income).

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund also offers another class of shares called Cash II Shares. Cash II
Shares are sold at net asset value primarily to retail customers of financial
institutions and are subject to a minimum initial investment of $25,000 over a
90-day period.

All classes are subject to certain of the same expenses.

Cash II Shares are distributed under a 12b-1 Plan adopted by the Fund and also
are subject to shareholder services fees.

Expense differences between classes may affect the performance of each class.

To obtain more information and a prospectus for any other class, investors may
call 1-800-235-4669.
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From time to time, the Fund advertises its total return, yield, effective yield,
and tax-equivalent yield for shares. The performance figures will be calculated
separately for each class of shares.

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 shares' tax-exempt yield, assuming a specific tax rate.

Total return represents the change, over a specified period of time, in the
value of an investment in the shares 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 the
Fund's performance to certain indices.


OHIO MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--CASH II SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 34.

<TABLE>
<CAPTION>
                                                           YEAR ENDED OCTOBER 31,
                                               -----------------------------------------------
                                               1995      1994      1993      1992      1991(A)
                                               -----     -----     -----     -----     -------
<S>                                            <C>       <C>       <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD           $1.00     $1.00     $1.00     $1.00      $1.00
- -------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------
  Net investment income                         0.03      0.02      0.02      0.03       0.02
- -------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------
  Distributions from net investment income     (0.03)    (0.02)    (0.02)    (0.03)     (0.02)
- -------------------------------------------    -----     -----     -----     -----     ------
NET ASSET VALUE, END OF PERIOD                 $1.00     $1.00     $1.00     $1.00      $1.00
- -------------------------------------------    -----     -----     -----     -----     ------
TOTAL RETURN (B)                                3.30%     2.10%     2.02%     2.90%      2.27%
- -------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------
  Expenses                                      0.87%     0.85%     0.78%     0.76%      0.63%*
- -------------------------------------------
  Net investment income                         3.25%     2.09%     2.01%     2.86%      4.18%*
- -------------------------------------------
  Expense waiver/reimbursement (c)              0.29%     0.24%     0.19%     0.25%      0.34%*
- -------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------
  Net assets, end of period (000 omitted)      $188,234  $156,051  $127,017  $133,877  $94,081
- -------------------------------------------
</TABLE>


* Computed on an annualized basis.

(a) Reflects operations for the period from April 22, 1991 (date of initial
    public investment) to October 31, 1991.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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


OHIO MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--99.1%
- -----------------------------------------------------------------------
                OHIO--99.1%
                -------------------------------------------------------
$ 2,000,000     Anthony Wayne School District, OH, 4.00% BANs,              NR       $  2,000,691
                12/14/1995
                -------------------------------------------------------
  5,875,000     Belmont County, OH Weekly VRDNs (Lesco, Inc.)/ (PNC        A-1          5,875,000
                Bank, N.A. LOC)
                -------------------------------------------------------
  1,000,000     Belmont County, OH, County Jail Improvement Notes           NR          1,002,306
                (Third Series), 4.34% BANs, 8/30/1996
                -------------------------------------------------------
  1,675,000     Berea, OH, BANS, 4.07%, 10/24/1996                        NR(3)         1,677,671
                -------------------------------------------------------
  3,000,000     Brecksville-Broadview Heights CSD, OH, GO Unlimited Tax   NR(3)         3,000,667
                School Improvement, 5.71% BANs, 1/18/1996
                -------------------------------------------------------
  1,175,000     Butler County, OH, Limited GO's, 5.07% BANs, 3/15/1996    NR(3)         1,176,946
                -------------------------------------------------------
  2,000,000     Cincinnati City School District, OH, 5.80% TANs,          NR(3)         2,001,209
                12/29/1995
                -------------------------------------------------------
  5,760,000 (a) Cleveland, OH City School District, Energy Conservation    A-1+         5,760,000
                Improvement Bonds (Series 1994) Weekly VRDNs
                (Internationale Nederlanden Bank N.V. LIQ)/
                (Internationale Nederlanden Bank N.V. LOC)
                -------------------------------------------------------
  2,000,000     Cleveland-Cuyahoga County, OH Port Authority, (Series      A-1+         2,000,000
                1993) Weekly VRDNs (Rock & Roll Hall of Fame
                Museum)/(Credit Local de France LOC)
                -------------------------------------------------------
  1,800,000     Clinton County, OH Hospital Authority Weekly VRDNs         P-1          1,800,000
                (Clinton Memorial Hospital)/(National City Bank,
                Columbus, OH LOC)
                -------------------------------------------------------
  2,000,000     Columbiana County, OH, Adjustable Rate Industrial          P-1          2,000,000
                Development Revenue Bonds Weekly VRDNs
                (C & S Land Company Project)/(Bank One, Youngstown, NA
                LOC)
                -------------------------------------------------------
  1,800,000     Conneaut, OH, 4.45% BANs, 7/26/1996                         NR          1,803,793
                -------------------------------------------------------
</TABLE>




OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                OHIO--CONTINUED
                -------------------------------------------------------
$ 1,200,000     Cuyahoga County, OH Hospital Authority Daily VRDNs        VMIG1      $  1,200,000
                (University Hospital of Cleveland)/(Dai-Ichi Kangyo
                Bank Ltd., Tokyo LOC)
                -------------------------------------------------------
    800,000     Cuyahoga County, OH IDA Weekly VRDNs (Animal Protection   VMIG1           800,000
                League (Cuyahoga County))/(Society National Bank,
                Cleveland, OH LOC)
                -------------------------------------------------------
  1,800,000     Cuyahoga County, OH IDA Weekly VRDNs (East Park            P-1          1,800,000
                Community, Inc.)/(Society National Bank, Cleveland, OH
                LOC)
                -------------------------------------------------------
    655,000     Cuyahoga County, OH IDA Weekly VRDNs (Interstate Diesel    P-1            655,000
                Service, Inc.)/(Huntington National Bank, Columbus, OH
                LOC)
                -------------------------------------------------------
    715,000     Cuyahoga County, OH IDA Weekly VRDNs (Parma-Commerce       P-1            715,000
                Parkway West)/(Society National Bank, Cleveland, OH
                LOC)
                -------------------------------------------------------
  1,200,000     Cuyahoga County, OH IDA Weekly VRDNs (Premier              P-1          1,200,000
                Manufacturing Corp.)/(National City Bank, Kentucky LOC)
                -------------------------------------------------------
  2,000,000     Cuyahoga County, OH IDA, IDRB (Series 1995) Weekly         P-1          2,000,000
                VRDNs (Avalon Precision Casting Co. Project)/(Society
                National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  3,000,000     Dayton, OH, Revenue Refunding Bonds (Series 1993E)        VMIG1         3,000,000
                Weekly VRDNs (Emery Air Freight Corp.)/(Mellon Bank NA,
                Pittsburgh LOC)
                -------------------------------------------------------
  1,700,000     Delaware County, OH, IDRB (Series 1995) Weekly VRDNs       P-1          1,700,000
                (Air Waves, Inc. Project)/(Society National Bank,
                Cleveland, OH LOC)
                -------------------------------------------------------
  1,240,000     Elyria, OH, General Limited Tax Various Purpose BANS,     NR(3)         1,242,922
                4.26%, 10/11/1996
                -------------------------------------------------------
  2,000,000     Euclid City School District, OH, 4.83% RANs, 12/15/1995   NR(3)         2,000,416
                -------------------------------------------------------
  1,000,000     Franklin County, OH Hospital Facility Authority Weekly    VMIG1         1,000,000
                VRDNs (Riverside United Methodist Hospital)/(National
                City Bank, Cleveland, OH LOC)
                -------------------------------------------------------
</TABLE>




OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                OHIO--CONTINUED
                -------------------------------------------------------
$ 4,500,000     Franklin County, OH IDA Weekly VRDNs                       P-1       $  4,500,000
                (Heekin Can, Inc.)/(PNC Bank, Ohio, N.A. LOC)
                -------------------------------------------------------
  3,160,000     Franklin County, OH IDA Weekly VRDNs (Unicorn Leasing      P-1          3,160,000
                Corp.)/(Fifth Third Bank, Cincinnati LOC)
                -------------------------------------------------------
  3,670,000     Franklin County, OH IDA, (Series 1995) Weekly VRDNs        P-1          3,670,000
                (Fabcon L.L.C. Project)/(Norwest Bank Minnesota,
                Minneapolis LOC)
                -------------------------------------------------------
  2,000,000     Franklin County, OH IDA, IDRB Weekly VRDNs (Tigerpoly      P-1          2,000,000
                Manufacturing, Inc.)/(Mitsubishi Bank Ltd, Tokyo LOC)
                -------------------------------------------------------
  2,000,000     Franklin County, OH, Ltd. GO's (Series 8/95), 4.10%       SP-1+         2,003,106
                BANs, 8/23/1996
                -------------------------------------------------------
  1,200,000     Gates Mills Village, OH, Water System Improvement BANS,     NR          1,201,105
                4.10%, 10/17/1996
                -------------------------------------------------------
  1,950,000     Hamilton County, OH Health System Weekly VRDNs (West      VMIG1         1,950,000
                Park Community)/(Fifth Third Bank, Cincinnati LOC)
                -------------------------------------------------------
  1,500,000     Hamilton County, OH Hospital Facilities Authority,         A-1          1,500,000
                Revenue Bonds (Series 1986A) Weekly VRDNs (Good
                Samaritan Hospital)
                -------------------------------------------------------
  3,000,000     Hamilton, OH, Ltd. Tax GO's, 3.91% BANs, 1/18/1996        NR(3)         3,000,050
                -------------------------------------------------------
  2,200,000     Hamilton, OH, Real Estate Acquisition/Electric            NR(3)         2,200,259
                Improvement System BANs (Series A), 4.02%, 6/14/1996
                -------------------------------------------------------
  2,000,000     Holmes County, OH IDA Weekly VRDNs (Poultry                A-1+         2,000,000
                Processing)/(Rabobank Nederland, Utrecht LOC)
                -------------------------------------------------------
  1,250,000     Huber Heights, OH, IDRB (Series 1994) Weekly VRDNs         P-1          1,250,000
                (Lasermike, Inc. Project)/(Society National Bank,
                Cleveland, OH LOC)
                -------------------------------------------------------
  1,000,000     Huron City, OH, General Limited Tax Various Purpose,        NR          1,001,336
                4.49% BANs, 5/31/1996
                -------------------------------------------------------
    300,000     Kettering, OH IDA Weekly VRDNs (Center-Plex Venture)/      P-1            300,000
                (Society National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
</TABLE>




OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                OHIO--CONTINUED
                -------------------------------------------------------
$ 1,680,000     Lake County, OH, General and SA Limited Tax Various       NR(2)      $  1,681,816
                BANS, 4.07%, 10/10/1996
                -------------------------------------------------------
  2,885,000     Lorain County, OH, Health Facilities Revenue Bonds         P-1          2,885,000
                (Series 1992A) Weekly VRDNs (Elyria United Methodist
                Home)/(Fifth Third Bank, Cincinnati LOC)
                -------------------------------------------------------
  4,565,000     Lorain Port Authority, OH, (Series 1994) Weekly VRDNs      P-1          4,565,000
                (Spitzer Great Lakes Ltd., Inc.)/(Bank One, Cleveland,
                N.A. LOC)
                -------------------------------------------------------
  1,600,000     Lucas County, OH IDA Weekly VRDNs (Kuhlman Corp.)/         P-1          1,600,000
                (Society National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  1,905,000     Lucas County, OH, Hospital Facility Improvement Revenue    P-1          1,905,000
                Bonds (Series 93) Weekly VRDNs (Lott Industries, Inc.)/
                (National City Bank, Cleveland, OH LOC)
                -------------------------------------------------------
    300,000     Lucas County, OH, Hospital Improvement Revenue Weekly      P-1            300,000
                VRDNs (Sunshine Children's Home)/(National City Bank,
                Cleveland, OH LOC)
                -------------------------------------------------------
  8,500,000     Lucas County, OH, Hospital Refunding Revenue Bonds         P-1          8,500,000
                Weekly VRDNs (Riverside Hospital, OH)/(Huntington
                National Bank, Columbus, OH LOC)
                -------------------------------------------------------
  3,500,000     Lucas County, OH, Various Purpose Improvement Notes         NR          3,501,985
                (Series 1994), 5.75% BANs, 11/30/1995
                -------------------------------------------------------
  5,325,000     Mahoning County, OH Multifamily HFA Weekly VRDNs           A-1          5,325,000
                (International Towers, Inc.)/(PNC Bank, N.A. LOC)
                -------------------------------------------------------
  6,900,000     Mahoning County, OH, Housing Revenue Bonds (Series         A-1          6,900,000
                1995) Weekly VRDNs (Copeland Oaks Project)/ (Bank One,
                Akron, N.A. LOC)
                -------------------------------------------------------
     40,000     Mahoning County, OH, IDR Weekly VRDNs                      P-1             40,000
                (Tru-Cut Die Corp.)/(PNC Bank, Ohio, N.A. LOC)
                -------------------------------------------------------
  1,120,000     Mansfield, OH, IDR Weekly VRDNs (Designed Metal            P-1          1,120,000
                Products, Inc.)/(Bank One, Columbus, N.A. LOC)
                -------------------------------------------------------
</TABLE>




OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                OHIO--CONTINUED
                -------------------------------------------------------
$ 2,000,000     Marysville Exempted Village School District, OH,            NR       $  2,001,101
                General Unlimited Tax School Improvement Bond
                Anticipation Notes, 4.27% BANs, 12/20/1995
                -------------------------------------------------------
    460,000     Medina County, OH, IDR, 4.05% TOBs (Bopco)/(Bank One,      P-1            460,000
                Akron, N.A. LOC), Optional Tender 3/1/1996
                -------------------------------------------------------
  5,400,000     Medina County, OH, Solid Waste Disposal Revenue Bonds      P-1          5,400,000
                (Series 1995) Weekly VRDNs (Valley City
                Steel Company Project)/(Society National Bank,
                Cleveland, OH LOC)
                -------------------------------------------------------
  7,000,000     Montgomery County, OH, Ltd. Tax GO's Certificate of       NR(2)         7,022,709
                Indebtedness (1995 Series A), 5.00% BANs, 4/26/1996
                -------------------------------------------------------
  2,010,000     Montgomery, OH IDA Weekly VRDNs (Bethesda Two Limited      A-1          2,010,000
                Partnership)/(Huntington National Bank, Columbus, OH
                LOC)
                -------------------------------------------------------
  3,600,000     Morrow County, OH, Detention Facilities Bond                NR          3,601,564
                Anticipation Notes (Series 1995), 4.25% BANs, 4/15/1996
                -------------------------------------------------------
    500,000     Muskingham County, OH Hospital Facilities Authority       VMIG1           500,000
                Weekly VRDNs (Bethesda Care System)/(National City
                Bank, Columbus, OH LOC)
                -------------------------------------------------------
    370,000     North Olmsted, OH IDA Weekly VRDNs (Bryant &               P-1            370,000
                Stratton)/(Society National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
    730,000     North Olmsted, OH IDA, 4.00% TOBs (Therm-All)/             P-1            730,000
                (National City Bank, Cleveland, OH LOC), Optional
                Tender 2/1/1996
                -------------------------------------------------------
  4,000,000     North Olmsted, OH, Various Purpose Improvement Notes,     NR(3)         4,010,198
                (Series 1995), 4.67% BANs, 6/20/1996
                -------------------------------------------------------
  2,135,000     Ohio HFA Weekly VRDNs (Westchester Village)/(Society       P-1          2,135,000
                National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  7,405,000     Ohio HFA, 4.40% TOBs (Comerica, Inc.)/(Comerica, Inc.      P-1          7,405,000
                LOC), Optional Tender 11/1/1995
                -------------------------------------------------------
</TABLE>




OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                OHIO--CONTINUED
                -------------------------------------------------------
$ 6,435,000 (a) Ohio HFA, Single Family Mortgage (Series PT-8) Weekly      A-1+      $  6,435,000
                VRDNs (GNMA COL)/(Dai-Ichi Kangyo Bank Ltd., Tokyo LIQ)
                -------------------------------------------------------
  2,000,000     Ohio State Air Quality Development Authority, (Series      P-1          2,000,000
                1998A) Weekly VRDNs (PPG Industries, Inc.)
                -------------------------------------------------------
  1,800,000     Ohio State Air Quality Development Authority, 3.75% CP     AAA          1,800,000
                (Cincinnati Gas and Electric Co.)/(Union Bank of
                Switzerland, Zurich LOC), Mandatory Tender 11/7/1995
                -------------------------------------------------------
  3,000,000     Ohio State Air Quality Development Authority, 3.75% CP     AAA          3,000,000
                (Cincinnati Gas and Electric Co.)/(Union Bank of
                Switzerland, Zurich LOC), Mandatory Tender 11/9/1995
                -------------------------------------------------------
  4,500,000     Ohio State Air Quality Development Authority, 3.80% CP     A-1+         4,500,000
                (Cincinnati Gas and Electric Co.)/(J.P. Morgan
                Delaware, Wilmington LOC), Mandatory Tender 12/8/1995
                -------------------------------------------------------
  1,000,000     Ohio State Water Development Authority Weekly VRDNs        P-1          1,000,000
                (PPG Industries, Inc.)
                -------------------------------------------------------
  2,500,000     Ohio State Water Development Authority, Multimodal         A-1+         2,500,000
                Water Development (Series 1993) Weekly VRDNs (Timken
                Co.)/(Wachovia Bank of Georgia NA, Atlanta LOC)
                -------------------------------------------------------
  5,000,000     Ohio State Water Development Authority, Ohio PCR Bonds     A-1+         5,000,000
                (Series 1989) Weekly VRDNs (Duquesne Light Power
                Co.)/(Barclays Bank PLC, London LOC)
                -------------------------------------------------------
  3,500,000     Ohio State Water Development Authority, Pollution          AAA          3,515,335
                Control Facilities Revenue Bonds, 4.75% TOBs (Union
                Bank of Switzerland, Zurich LOC), Optional Tender
                5/1/1996
                -------------------------------------------------------
    700,000     Ohio State Weekly VRDNs (John Carroll University, OH)/     P-1            700,000
                (PNC Bank, N.A. LOC)
                -------------------------------------------------------
  1,420,000     Ohio State, IDR (Series 1991) Weekly VRDNs (Standby        A-1+         1,420,000
                Screw, Inc.)/(National City Bank, Columbus, OH LOC)
                -------------------------------------------------------
  1,400,000     Ohio State, IDRB (Series 1994) Weekly VRDNs (Anomatic      P-1          1,400,000
                Corporation)/(National City Bank, Columbus, OH LOC)
                -------------------------------------------------------
</TABLE>




OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                OHIO--CONTINUED
                -------------------------------------------------------
$ 1,350,000     Orrville, OH IDA Weekly VRDNs (O.S. Associates/            A-1       $  1,350,000
                Contours, Inc.)/(National City Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  1,000,000     Pickaway County, OH IDA Weekly VRDNs                       P-1          1,000,000
                (PPG Industries, Inc.)
                -------------------------------------------------------
    210,000     Portage County, OH IDA Weekly VRDNs                        P-1            210,000
                (D & W Associates)/(Bank One, Akron, N.A. LOC)
                -------------------------------------------------------
    400,000     Portage County, OH IDA, 4.05% TOBs (Neidlinger)/           P-1            400,000
                (Society National Bank, Cleveland, OH LOC), Optional
                Tender 3/1/1996
                -------------------------------------------------------
    900,000     Portage County, OH IDA, Adjustable Rate Industrial         P-1            900,000
                Revenue Bonds Weekly VRDNs (Lovejoy Industries)/(Star
                Bank, NA, Cincinnati LOC)
                -------------------------------------------------------
  5,000,000     Richland County, OH, Special Assessment Limited Tax         NR          5,002,622
                Sewer Improvement BANS (Series 1995), 4.25%, 12/14/1995
                -------------------------------------------------------
  1,000,000     Rickenbacker, OH Port Authority, (Series 1992) Weekly      P-1          1,000,000
                VRDNs (Rickenbacker Holdings, Inc.)/(Bank One,
                Columbus, N.A. LOC)
                -------------------------------------------------------
  1,250,000     Ross County, OH, Hospital Facilities Revenue Bonds         AA-          1,250,000
                (Series 1995) Weekly VRDNs (Medical Center Hospital
                Project)/(Fifth Third Bank, Cincinnati LOC)
                -------------------------------------------------------
  1,200,000     Sharonville, OH, IDR Weekly VRDNs (Xtek, Inc.)/(Fifth     VMIG1         1,200,000
                Third Bank, Cincinnati LOC)
                -------------------------------------------------------
  1,150,000     Shelby City, OH, General Ltd. Tax Water System              NR          1,152,218
                Improvement BANS (Series 1995), 4.50%, 8/22/1996
                -------------------------------------------------------
    880,000     Solon, OH, IDR Weekly VRDNs (Graphic Laminating)/          P-1            880,000
                (Society National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  2,000,000     Solon, OH, IDRB (Series 1995) Weekly VRDNs (Cleveland       A+          2,000,000
                Twist Drill Company)/(Nationsbank of Georgia, N.A. LOC)
                -------------------------------------------------------
  2,000,000     Springdale, OH, BANS (Series 1995), 4.15%, 9/20/1996        NR          2,003,375
                -------------------------------------------------------
  1,400,000     Stark County, OH IDR Weekly VRDNs (Society National        P-1          1,400,000
                Bank, Cleveland, OH LOC)
                -------------------------------------------------------
</TABLE>




OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                OHIO--CONTINUED
                -------------------------------------------------------
$ 2,345,000     Stark County, OH IDR, (Series 1994) Weekly VRDNs (Wilk     P-1       $  2,345,000
                of Morris)/(Society National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  2,685,000     Stark County, OH IDR, Sewer District Improvements Notes   NR(3)         2,689,317
                (Series 1995-1), 5.00% BANs, 4/3/1996
                -------------------------------------------------------
  2,000,000     Stark County, OH IDR, Various Purpose Notes (Series       NR(3)         2,003,216
                1995-1), 5.00% BANs, 4/3/1996
                -------------------------------------------------------
  1,350,000     Strongsville, OH, Adjustable Rate Demand IDRB (Series      A-1          1,350,000
                1994) Weekly VRDNs (Nutro Machinery Corp.,
                Project)/(Huntington National Bank, Columbus, OH LOC)
                -------------------------------------------------------
  2,900,000     Summit County, OH IDR Weekly VRDNs (Maison Aine Limited    P-1          2,900,000
                Partnership)/(Society National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  4,500,000     Summit County, OH IDR, (Series 1994) Weekly VRDNs          P-1          4,500,000
                (Harry London Candies, Inc.)/(Bank One, Akron, N.A.
                LOC)
                -------------------------------------------------------
  1,245,000     Summit County, OH IDR, 4.00% TOBs (Matech Machine Tool     P-1          1,245,000
                Co.)/(Bank One, Akron, N.A. LOC), Optional Tender
                5/1/1996
                -------------------------------------------------------
    385,000     Summit County, OH IDR, 4.05% TOBs (Keltec Industries)/     P-1            385,000
                (Bank One, Akron, N.A. LOC), Optional Tender 3/1/1996
                -------------------------------------------------------
    795,000     Summit County, OH IDR, 4.05% TOBs (Universal Rack)/        P-1            795,000
                (National City Bank, Cleveland, OH LOC), Optional
                Tender 3/1/1996
                -------------------------------------------------------
  1,115,000     Summit County, OH IDR, 4.40% TOBs (Rogers Industrial       P-1          1,115,000
                Products, Inc.)/(Bank One, Akron, N.A. LOC), Optional
                Tender 11/1/1995
                -------------------------------------------------------
    795,000     Summit County, OH IDR, 4.70% TOBs (Bechmer-Boyce           P-1            795,000
                Project)/(Society National Bank, Cleveland, OH LOC),
                Optional Tender 1/15/1996
                -------------------------------------------------------
    910,000     Summit County, OH IDR, 4.85% TOBs (S.D. Meyers, Inc.)/     P-1            910,000
                (Bank One, Akron, N.A. LOC), Optional Tender 2/15/1996
                -------------------------------------------------------
</TABLE>




OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                OHIO--CONTINUED
                -------------------------------------------------------
$ 1,000,000     Summit County, OH IDR, Adjustable Rate Bonds (Series       P-1       $  1,000,000
                1994) Weekly VRDNs (Austin Printing Co., Inc.)/ (Bank
                One, Akron, N.A. LOC)
                -------------------------------------------------------
  1,000,000     Summit County, OH IDR, Adjustable Rate IDRB (Series        P-1          1,000,000
                1995) Weekly VRDNs (Cardtech Project (OH)/ (Society
                National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  2,890,000     Summit County, OH IDR, Variable Rate Demand IDRB           P-1          2,890,000
                (Series 1994B) Weekly VRDNs (Harry London Candies,
                Inc.)/(Bank One, Akron, N.A. LOC)
                -------------------------------------------------------
  2,000,000     Summit County, OH, GO Various Purpose Notes (Series       NR(3)         2,002,317
                1995A), 5.00% BANs, 3/7/1996
                -------------------------------------------------------
  1,000,000     Toledo-Lucas County, OH Port Authority, IDA Weekly         AAA          1,000,000
                VRDNs (Medusa Corp.)/(Bayerische Vereinsbank AG, Munich
                LOC)
                -------------------------------------------------------
  2,700,000     Trumbull County, OH IDA, (Series 1989) Weekly VRDNs        A-1          2,700,000
                (McDonald Steel Corp.)/(PNC Bank, N.A. LOC)
                -------------------------------------------------------
  1,355,000     Trumbull County, OH IDA, Adjustable Rate IDR Refunding     P-1          1,355,000
                Bonds (Series 1994) Weekly VRDNs (Churchill Downs,
                Inc.)/(Bank One, Columbus, N.A. LOC)
                -------------------------------------------------------
  3,000,000     Trumbull County, OH, Correctional Facilities BANs           NR          3,001,643
                (Series 1995), 4.83%, 4/11/1996
                -------------------------------------------------------
  3,000,000     University of Cincinnati, OH, General Receipts             SP-1         3,005,929
                Anticipation Notes-Series T, 4.25% BANs, 8/28/1996
                -------------------------------------------------------
  4,100,000     Westlake, OH, IDR Weekly VRDNs (Kahal Limited              P-1          4,100,000
                Partnership)/(Society National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  1,145,000     Willoughby City, OH, Variable Rate Demand IDR Refunding    P-1          1,145,000
                Bonds (Series 1995A) Weekly VRDNs (Pine Ridge Shopping
                Center Company Project)/(Star Bank, NA, Cincinnati LOC)
                -------------------------------------------------------
</TABLE>




OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                OHIO--CONTINUED
                -------------------------------------------------------
$ 1,245,000     Willoughby City, OH, Variable Rate Demand IDR Revenue      P-1       $  1,245,000
                Bonds (Series 1995 B) Weekly VRDNs (Pine Ridge Shopping
                Center Company Project)/(Star Bank, NA, Cincinnati LOC)
                -------------------------------------------------------
  1,600,000     Wood County, OH Weekly VRDNs (Principle Business           P-1          1,600,000
                Enterprises)/(National City Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  2,200,000     Wood County, OH, EDRB Weekly VRDNs (Roe Inc.               P-1          2,200,000
                Project)/(Huntington National Bank, Columbus, OH LOC)
                -------------------------------------------------------
  5,300,000 (a) Youngstown City School District, OH, Municipal             A-1+         5,300,000
                Installment Trust Receipts (Series 1994-A) Weekly VRDNs
                (Internationale Nederlanden Bank N.V. LIQ)/
                (Internationale Nederlanden Bank N.V. LOC)
                                                                                     ------------
                -------------------------------------------------------
                                                                                     $258,712,822
                TOTAL INVESTMENTS (AT AMORTIZED COST)(B)
                                                                                     ------------
                -------------------------------------------------------
</TABLE>


Securities that are subject to Alternative Minimum Tax represent 45.2% of the
portfolio as calculated based upon total portfolio market value.

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

(a) Denotes a restricted security which is subject to restrictions on resale
    under Federal Securities laws. These securities have been determined to be
    liquid under criteria established by the Board of Trustees. At the end of
    the period, these securities amounted to $17,495,000 which represent 6.7% of
    net assets.

(b) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($261,165,455) at October 31, 1995.



OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronyms are used throughout this portfolio:
<TABLE>
<S>   <C>
BANs  --Bond Anticipation Notes
COL   --Collateralized
CP    --Commercial Paper
CSD   --Central School District
EDRB  --Economic Development Revenue Bonds
GNMA  --Government National Mortgage Association
GO    --General Obligation
HFA   --Housing Finance Authority
IDA   --Industrial Development Authority
IDR   --Industrial Development Revenue
IDRB  --Industrial Development Revenue Bonds
LIQ   --Liquidity Agreement
LOC   --Letter of Credit
PCR   --Pollution Control Revenue
PLC   --Public Limited Company
RANs  --Revenue Anticipation Notes
SA    --Support Agreement
TANs  --Tax Anticipation Notes
TOBs  --Tender Option Bonds
VRDNs --Variable Rate Demand Notes
</TABLE>


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



OHIO MUNICIPAL CASH TRUST

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                    <C>         <C>
ASSETS:
- -------------------------------------------------------------------------------
Total investments in securities, at amortized cost and value                       $258,712,822
- -------------------------------------------------------------------------------
Cash                                                                                    334,964
- -------------------------------------------------------------------------------
Income receivable                                                                     2,498,541
- -------------------------------------------------------------------------------
Receivable for shares sold                                                                  739
- -------------------------------------------------------------------------------
Deferred expenses                                                                         7,251
- -------------------------------------------------------------------------------    ------------
     Total assets                                                                   261,554,317
- -------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------
Payable for shares redeemed                                            $ 48,000
- --------------------------------------------------------------------
Income distribution payable                                             223,569
- --------------------------------------------------------------------
Accrued expenses                                                        117,293
- --------------------------------------------------------------------   --------
     Total liabilities                                                                  388,862
- -------------------------------------------------------------------------------    ------------
NET ASSETS for 261,165,455 shares outstanding                                      $261,165,455
- -------------------------------------------------------------------------------    ------------
NET ASSET VALUE, Offering Price and Redemption Proceeds Per Share:
- -------------------------------------------------------------------------------
INSTITUTIONAL SHARES:
- -------------------------------------------------------------------------------
$72,931,089 / 72,931,089 shares outstanding                                               $1.00
- -------------------------------------------------------------------------------    ------------
CASH II SHARES:
- -------------------------------------------------------------------------------
$188,234,366 / 188,234,366 shares outstanding                                             $1.00
- -------------------------------------------------------------------------------    ------------
</TABLE>


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



OHIO MUNICIPAL CASH TRUST

STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                          <C>          <C>           <C>
INVESTMENT INCOME:
- ------------------------------------------------------------------------------------
Interest                                                                                $9,872,940
- ------------------------------------------------------------------------------------
EXPENSES:
- ------------------------------------------------------------------------------------
Investment advisory fee                                                   $  957,142
- ----------------------------------------------------------------------
Administrative personnel and services fee                                    181,139
- ----------------------------------------------------------------------
Custodian fees                                                                67,328
- ----------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                      95,590
- ----------------------------------------------------------------------
Directors'/Trustees' fees                                                      1,888
- ----------------------------------------------------------------------
Auditing fees                                                                 14,191
- ----------------------------------------------------------------------
Legal fees                                                                     2,818
- ----------------------------------------------------------------------
Portfolio accounting fees                                                     54,785
- ----------------------------------------------------------------------
Distribution services fee--Cash II Shares                                    493,611
- ----------------------------------------------------------------------
Shareholder services fee--Institutional Shares                               186,871
- ----------------------------------------------------------------------
Shareholder services fee--Cash II Shares                                     411,342
- ----------------------------------------------------------------------
Share registration costs                                                      49,625
- ----------------------------------------------------------------------
Printing and postage                                                          18,607
- ----------------------------------------------------------------------
Insurance premiums                                                             5,770
- ----------------------------------------------------------------------
Miscellaneous                                                                 15,305
- ----------------------------------------------------------------------    ----------
     Total expenses                                                        2,556,012
- ----------------------------------------------------------------------
Waivers--
- ----------------------------------------------------------
  Waiver of investment advisory fee                          $ (95,512)
- ----------------------------------------------------------
  Waiver of distribution services fee--Cash II Shares         (411,342)
- ----------------------------------------------------------
  Waiver of shareholder services fee--Institutional Shares    (186,871)
- ----------------------------------------------------------   ---------
     Total waivers                                                          (693,725)
- ----------------------------------------------------------------------    ----------
          Net expenses                                                                   1,862,287
- ------------------------------------------------------------------------------------    ----------
               Net investment income                                                    $8,010,653
- ------------------------------------------------------------------------------------    ----------
</TABLE>


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



OHIO MUNICIPAL CASH TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    YEAR ENDED OCTOBER 31,
                                                                -------------------------------
                                                                     1995             1994
                                                                ---------------   -------------
<S>                                                             <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
- --------------------------------------------------------------
OPERATIONS--
- --------------------------------------------------------------
Net investment income                                           $     8,010,653   $   4,456,860
- --------------------------------------------------------------  ---------------   -------------
DISTRIBUTIONS TO SHAREHOLDERS--
- --------------------------------------------------------------
Distributions from net investment income
- --------------------------------------------------------------
Institutional Shares                                                 (2,660,655)     (1,561,810)
- --------------------------------------------------------------
Cash II Shares                                                       (5,349,998)     (2,895,050)
- --------------------------------------------------------------  ---------------   -------------
     Change in net assets resulting from distributions
     to shareholders                                                 (8,010,653)     (4,456,860)
- --------------------------------------------------------------  ---------------   -------------
SHARE TRANSACTIONS--
- --------------------------------------------------------------
Proceeds from sale of Shares                                      1,275,288,208     809,574,268
- --------------------------------------------------------------
Net asset value of Shares issued to shareholders in payment of
distributions declared                                                5,470,332       2,932,696
- --------------------------------------------------------------
Cost of Shares redeemed                                          (1,238,142,557)   (802,723,017)
- --------------------------------------------------------------  ---------------   -------------
     Change in net assets resulting from share transactions          42,615,983       9,783,947
- --------------------------------------------------------------  ---------------   -------------
          Change in net assets                                       42,615,983       9,783,947
- --------------------------------------------------------------
NET ASSETS:
- --------------------------------------------------------------
Beginning of period                                                 218,549,472     208,765,525
- --------------------------------------------------------------  ---------------   -------------
End of period                                                   $   261,165,455   $ 218,549,472
- --------------------------------------------------------------  ---------------   -------------
</TABLE>


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



OHIO MUNICIPAL CASH TRUST

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
(1) ORGANIZATION

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

(2) SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

     CONCENTRATION OF CREDIT RISK--Since the Fund invests a substantial portion
     of its assets in issuers located in one state, it will be more susceptible
     to factors adversely affecting issuers of that state than would be a
     comparable tax-exempt mutual fund that invests nationally. In order to
     reduce the credit risk associated with such factors, at October 31, 1995,
     71.6% of the securities in the portfolio of investments are backed by
     letters of credit or bond insurance of various financial institutions and
     financial guaranty assurance agencies. The value of investments insured by
     or supported (backed) by a letter of credit for any one institution or
     agency does not exceed 12.3% of total investments.



OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

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

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

     Additional information on each restricted security held at October 31, 1995
     is as follows:
<TABLE>
<CAPTION>
                          SECURITY                        ACQUISITION DATE    ACQUISITION COST
     --------------------------------------------------   ----------------    ----------------
     <S>                                                  <C>                 <C>
     Cleveland OH City School District, Energy
     Conservation Improvement Bonds (Series 1994)
     Weekly VRDNs                                             10/02/95           $5,760,000
     Ohio HFA, Single Family Mortgage (Series PT-8)
     Weekly VRDNs                                             06/16/94            6,435,000
     Youngstown City School District, OH, Municipal
     Installment Trust Receipts (Series 1994-A)
     Weekly VRDNs                                             08/02/95            5,300,000
</TABLE>


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

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At October 31, 1995, capital paid-in aggregated $261,165,455.

Transactions in shares were as follows:
<TABLE>
<CAPTION>
                                                                       YEAR ENDED OCTOBER 31,
                                                                    ----------------------------
                      INSTITUTIONAL SHARES                              1995            1994
- -----------------------------------------------------------------   ------------    ------------
<S>                                                                 <C>             <C>
Shares sold                                                          571,719,826     275,545,260
- -----------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                               277,721          99,198
- -----------------------------------------------------------------
Shares redeemed                                                     (561,565,338)   (294,893,757)
- -----------------------------------------------------------------   ------------    ------------
  Net change resulting from Institutional share transactions          10,432,209     (19,249,299)
- -----------------------------------------------------------------   ------------    ------------
</TABLE>




OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       YEAR ENDED OCTOBER 31,
                                                                    ----------------------------
                         CASH II SHARES                                 1995            1994
- -----------------------------------------------------------------   ------------    ------------
<S>                                                                 <C>             <C>
Shares sold                                                          703,568,382     534,029,008
- -----------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                             5,192,611       2,833,498
- -----------------------------------------------------------------
Shares redeemed                                                     (676,577,219)   (507,829,260)
- -----------------------------------------------------------------   ------------    ------------
  Net change resulting from Cash II share transactions                32,183,774      29,033,246
- -----------------------------------------------------------------   ------------    ------------
     Net change resulting from Fund share transactions                42,615,983       9,783,947
- -----------------------------------------------------------------   ------------    ------------
</TABLE>


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Federated Management, the Fund's investment adviser,
(the "Adviser"), receives for its services an annual investment advisory fee
equal to .40 of 1% of the Fund's average daily net assets. The Adviser may
voluntarily choose to waive any portion of its fee of the Fund. The Adviser can
modify or terminate this voluntary waiver at any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services, under the Administrative
Services Agreement, provides the Fund with administrative personnel and
services. This fee is based on the level of average aggregate daily net assets
of all funds advised by subsidiaries of Federated Investors for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

DISTRIBUTION SERVICES FEE--The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will
compensate Federated Services Corp. ("FSC"), the principal distributor, from the
net assets of the Fund to finance activities intended to result in the sale of
the Fund's Cash II Shares. The Plan provides that the Fund may incur
distribution expenses up to .30 of 1% of the average daily net assets of the
Cash II shares, annually, to compensate FSC. FSC may voluntarily choose to waive
a portion of its fee. FSC can modify or terminate this voluntary waiver at any
time at its sole discretion.

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services ("FSS"), the Fund will pay FSS up to .25 of
1% of daily average net assets of the Fund for the period. This fee is to obtain
certain services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive its fee. FSS can modify or terminate this voluntary
waiver at any time at its sole discretion. For the fiscal year ended October 31,
1995, Institutional Shares fully waived its shareholder services fee.

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



OHIO MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

PORTFOLIO ACCOUNTING FEES--FServ also maintains the Fund's accounting records
for which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.

INTERFUND TRANSACTIONS--During the period ended October 31, 1995, the Fund
engaged in purchase and sale transactions with funds that have a common
investment adviser, common Directors/Trustees, and/or common Officers. These
transactions were made at current market value pursuant to Rule 17a-7 under the
Act amounting to $500,170,000 and $491,515,000, respectively.

GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.



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

To the Shareholders and Board of Trustees of
FEDERATED MUNICIPAL TRUST
(Ohio Municipal Cash Trust):

We have audited the accompanying statement of assets and liabilities of Ohio
Municipal Cash Trust (an investment portfolio of Federated Municipal Trust, a
Massachusetts business trust), including the schedule of portfolio investments,
as of October 31, 1995, the related statement of operations for the year then
ended, and the statement of changes in net assets for each of the two years in
the period then ended and the financial highlights (see pages 2 and 15 of the
prospectus) for the periods presented. These financial statements and financial
highlights are the responsibility of the Trust's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Ohio
Municipal Cash Trust (an investment portfolio of Federated Municipal Trust) as
of October 31, 1995, the results of its operations for the year then ended, and
the changes in its net assets for each of the two years in the period then ended
and the financial highlights for the periods presented, in conformity with
generally accepted accounting principles.
                                                             ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
December 15, 1995



ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>             <C>                                         <C>
Ohio Municipal Cash Trust
                Institutional Shares                        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                       P.O. Box 8600
                Trust Company                               Boston, MA 02266-8600
- -----------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                  P.O. Box 8600
                                                            Boston, MA 02266-8600
- -----------------------------------------------------------------------------------------------
Independent Public Accountants
                Arthur Andersen LLP                         2100 One PPG Place
                                                            Pittsburgh, PA 15222
- -----------------------------------------------------------------------------------------------
</TABLE>




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

- --------------------------------------------------------------------------------
                                      OHIO MUNICIPAL
                                      CASH TRUST
                                      INSTITUTIONAL SHARES

                                      PROSPECTUS

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

                                      Prospectus dated December 31, 1995

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      CUSIP 314229857
      1030105A-IS (12/95)
(LOGO)




                          OHIO MUNICIPAL CASH TRUST
                  (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
                                CASH II SHARES
                             INSTITUTIONAL SHARES
                     STATEMENT OF ADDITIONAL INFORMATION
   This Statement of Additional Information should be read with the
   prospectus(es) of Ohio Municipal Cash Trust (the "Fund"), a portfolio of
   Federated Municipal Trust (the "Trust")  dated December 31, 1995. This
   Statement is not a prospectus. You may request a copy of a prospectus or a
   paper copy of this Statement, if you have received it electronically, free
   of charge by calling 1-800-235-4669.


   FEDERATED INVESTORS TOWER
   PITTSBURGH, PA 15222-3779

                        Statement dated December 31, 1995







           FEDERATED SECURITIES CORP.

           Distributor
           A subsidiary of Federated
           Investors



INVESTMENT POLICIES              2

 Acceptable Investments          2
 Participation Interests         2
 Municipal Leases                2
 Ratings                         3
 When-Issued and Delayed Delivery
  Transactions                   4
 Repurchase Agreements           4
 Reverse Repurchase Agreements   5
 Credit Enhancement              5
OHIO INVESTMENT RISKS            6

INVESTMENT LIMITATIONS           7

 Regulatory Compliance          11
FEDERATED MUNICIPAL TRUST
MANAGEMENT                      11

 Share Ownership                10
 Trustees Compensation          21
 Trustee Liability              23
INVESTMENT ADVISORY SERVICES    23

 Investment Adviser             23
 Advisory Fees                  23
BROKERAGE TRANSACTIONS          24

OTHER SERVICES                  26

 Fund Administration            26



 Custodian and Portfolio
  Recordkeeper                  26
 Transfer Agent                 13
Independent Public Accountants  13
DISTRIBUTION PLAN AND SHAREHOLDER
SERVICES AGREEMENT              27

DETERMINING NET ASSET VALUE     28

REDEMPTION IN KIND              29

MASSACHUSETTS PARTNERSHIP LAW   29

THE FUND'S TAX STATUS           30

PERFORMANCE INFORMATION         15

 Yield                          31
 Effective Yield                31
 Tax-Equivalent Yield           31
 Tax-Equivalency Table          32
 Total Return                   33
 Performance Comparisons        34
ABOUT FEDERATED INVESTORS       35

 Mutual Fund Market             36
 Institutional Clients          36
 Trust Organizations            36
 Broker/Dealers and Bank
  Broker/Dealer Subsidiaries    36
APPENDIX                        19





INVESTMENT POLICIES

Unless indicated otherwise, the policies described below may be changed by the
Board of 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 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.
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, or 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."
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.
REVERSE REPURCHASE AGREEMENTS
The  Fund may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase agreement,
the  Fund transfers possession of a portfolio instrument in return for a
percentage of the instrument's market value in cash and agrees that on a
stipulated date in the future the  Fund will repurchase the portfolio
instrument by remitting the original consideration plus interest at an agreed
upon rate. The use of reverse repurchase agreements may enable the  Fund to
avoid selling portfolio instruments at a time when a sale may be deemed to be
disadvantageous, but does not ensure this result. When effecting reverse
repurchase agreements, liquid assets of the  Fund, in a dollar amount
sufficient to make payment for the obligations to be purchased, are:
segregated on the  Fund's records at the trade date; marked to market daily;
and maintained until the transaction is settled.
CREDIT ENHANCEMENT
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.
 OHIO INVESTMENT RISKS

The Fund invests in obligations of Ohio (the "State") issuers which result in
the Fund's performance being subject to risks associated with the overall
conditions present within the State. The following information is a brief
summary of the prevailing economic conditions and general summary of the
State's financial condition. This information is based on official statements
relating to securities that are believed to be reliable but should not be
considered as a complete description of all relevant information.
The Ohio economy is largely composed of  manufacturing which is concentrated
in the automobile sector and other durable goods. The exposure to these
industries particularly the auto sector leaves the State vulnerable to an
economic slowdown associated with business cycles. The State has diversified
its economy somewhat over the past decade with services and trade composing
roughly 50% of the economy. Unemployment in Ohio over the past two years has
been below the national average, but population growth as in many great lakes
states has been stagnant.
The State fully depleted the budget stabilization fund that exceeded $300
million, to achieve balanced budgets as a result of the most recent recession.
The State acted promptly in addressing the fall in revenue with an expansion
of the sales tax and cuts in appropriations. As a result of prudent financial
management, State restored $21 million to the budget stabilization fund in
fiscal 1993. Strong performance in fiscal 1994 and 1995 resulted in reserve
levels that are well above the levels of 1990. Ohio's budge stabilization fund
is now above $800 million.



The overall condition of the State is further demonstrated by its debt
ratings. Ohio, rated Aaa by Moody's Investors Service, Inc. in the 1970's, was
downgraded to Aa in 1979 and has maintained this rating since the downgrade.
Standard & Poor's Ratings Group first rated the State in 1984 at AA; that has
remained unchanged.
The Fund's concentration in securities issued by the State and its political
subdivisions provides a greater level of risk than a fund whose assets are
diversified across numerous states and municipal issuers. The ability of the
State or its municipalities to meet their obligations will depend on the
availability of tax and other revenues; economic, political, and demographic
conditions within the State; and the underlying fiscal condition of the State,
its counties, and its municipalities.
INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN
The Fund will not sell any securities short or purchase any securities on
margin but may obtain such short-term credits as are necessary for the
clearance of transactions.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Fund will not issue senior securities except that the Fund may borrow
money and engage in reverse repurchase agreements in amounts up to one-third
of the value of its total assets, including the amounts borrowed.
The Fund will not borrow money or engage in reverse repurchase agreements for
investment leverage, but rather as a temporary, extraordinary, or emergency
measure or to facilitate management of the portfolio by enabling the Fund to
meet redemption requests when the liquidation of portfolio securities is
deemed to be inconvenient or disadvantageous. The Fund will not purchase any
securities while borrowings in excess of 5% of the value of its total assets



are outstanding. During the period any reverse repurchase agreements are
outstanding, the Fund will restrict the purchase of portfolio securities to
money market instruments maturing on or before the expiration date of the
reverse repurchase agreements, but only to the extent necessary to assure
completion of the reverse repurchase agreements.
PLEDGING ASSETS
The Fund will not mortgage, pledge, or hypothecate any assets except to secure
permitted borrowings. In those cases, it may pledge assets having a market
value not exceeding the lesser of the dollar amounts borrowed or 15% of the
value of total assets at the time of the pledge.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets, except that it may acquire publicly
or nonpublicly issued Ohio municipal securities or temporary investments or
enter into repurchase agreements, in accordance with its investment objective,
policies, limitations, and its Declaration of Trust.
INVESTING IN COMMODITIES
The Fund  will not purchase or sell commodities, commodity contracts, or
commodity futures contracts.
INVESTING IN RESTRICTED SECURITIES
The Fund will not invest more than 10% of its net assets in securities subject
to restrictions on resale under the Securities Act of 1933.
INVESTING IN REAL ESTATE
The Fund will not purchase or sell real estate, or real estate limited
partnerships, although it may invest in securities of issuers whose business
involves the purchase or sale of real estate or in securities which are
secured by real estate or interests in real estate.



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 purchase securities if, as a result of such purchase, 25% or
more of the value of its total assets would be invested in any one industry or
in industrial development bonds or other securities, the interest upon which
is paid from revenues of similar types of projects. However, the Fund may
invest as temporary investments more than 25% of the value of its assets in
cash or cash items, securities issued or guaranteed by the U.S. government,
its agencies, or instrumentalities, or instruments secured by these money
market instruments, such as repurchase agreements.
The above 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 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 AND TRUSTEES
The Fund will not purchase or retain the securities of any issuer if the
officers and Trustees of the Trust or its investment adviser, owning
individually more than .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 certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings association 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 did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present intent
to do so during the coming fiscal year.



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


FEDERATED MUNICIPAL TRUST MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates, 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. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of



the Funds. Mr. Donahue is the father of J. Christopher Donahue,  Executive
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.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of Pittsburgh;
Medical Director, University of Pittsburgh Medical Center - Downtown; Member,
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; Shareholder, Henny, Kochuba, 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.


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.



Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 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.


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


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, International Politics and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management Center;
Director, Trustee, or Managing General Partner of the Funds; President
Emeritus, University of Pittsburgh; founding Chairman, National Advisory
Council for Environmental Policy and Technology and Federal Emergency
Management Advisory Board.





Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.



J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global 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  of the Company.


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


Richard B. Fisher



Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.





David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors;
Controller, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.;  Senior Vice President,
Federated Shareholder Services; Vice President, Federated Administrative
Services; Treasurer of some of the Funds.


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary



Executive Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global Research
Corp.; Trustee, Federated Services Company; Executive Vice President,
Secretary, and Trustee, Federated Administrative Services; President and
Trustee, Federated Shareholder Services; Director, Federated Securities Corp.;
Executive 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.
     @ 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 Government Money Trust; Blanchard Funds; Blanchard
Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated
ARMs Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated
GNMA Trust; Federated Government Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Term Municipal Trust;  Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated
Total Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 3-5 Years; 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; 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; 111 Corcoran
Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The Shawmut
Funds; Star Funds; The Starburst Funds; The Starburst Funds II; Stock and Bond
Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free Instruments
Trust; Trademark Funds; Trust for Financial Institutions; Trust For Government
Cash Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; The Virtus Funds; World Investment Series, Inc.


SHARE OWNERSHIP
Officers and Trustees as a group own less than 1% of the Fund`s outstanding
shares.
As of December 4, 1995, the following shareholder(s) of record owned 5% or
more of the outstanding Institutional Shares of the Ohio Municipal Cash Trust:
Key Trust Co., Cleveland, OH, 8.17%; MAHCO, Youngstown, OH, 5.15%; PANABCO,
Newark, OH, 7.85%; Parcol & Co., Akron, OH, 34.39%; and SNBSO & Co.,
Springfield, OH, 6.10%.
As of December 4, 1995, the following shareholder(s) of record owned 5% or
more of the outstanding Cash II Shares of the Ohio Municipal Cash Trust: First



National Bank of Ohio, Akron, OH, 5,89%; and Gradison & Company Inc.,
Cincinnati, OH, 80.64%.


TRUSTEES COMPENSATION


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


John F. Donahue     $0             $0 for the Trust  and
Chairman and Trustee                    68 other investment companies in the
Fund Complex
Thomas G. Bigley    $2,458         $20,688 for the Trust  and
Trustee                            49 other investment companies in the Fund
Complex
John T. Conroy, Jr. $3,520         $117,202 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
William J. Copeland $3,520         $117,202 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Glen R. Johnson     $0             $0 for the Trust  and
President and Trustee                   14 other investment companies in the
Fund Complex
James E. Dowd       $3,520         $117,202 for the Trust  and



Trustee                            64 other investment companies in the Fund
Complex
Lawrence D. Ellis, M.D.            $3,166    $106,460 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Edward L. Flaherty, Jr.            $3,520    $117,202 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Peter E. Madden     $2,757         $90,563 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Gregor F. Meyer     $3,166         $106,460 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
John E. Murray, Jr.,               $1,762    $0 for the Trust  and
Trustee                            64  other investment companies in the Fund
Complex
Wesley W. Posvar    $3,166         $106,460 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Marjorie P. Smuts   $3,166         $106,460 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex


*Information is furnished for the fiscal year ended October 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of
fifteen 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. For the fiscal years ended
October 31, 1995, 1994, and 1993, the adviser earned $957,142, $818,724, and
$813,048, respectively, of which $95,512, $133,035, and $392,961,
respectively, were waived.



  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.
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 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 Fund 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. During the fiscal years ended October 31, 1995, 1994, 1993, the Fund
paid no brokerage commissions.
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.



OTHER SERVICES

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. Prior to March 1, 1994, Federated Administrative
Services, Inc., also a subsidiary of Federated Investors, served as the Fund's
Administrator. (For purposes of this Statement of Additional Information,
Federated Administrative Services and Federated Administrative Services, Inc.
may hereinafter collectively be referred to as the "Administrators".) For the
fiscal year ended October 31, 1995, Federated Administrative Services earned
$181,139. For the fiscal year ended ended October 31, 1994, the Administrators
collectively earned $209,077. For the fiscal year ended ended October 31,
1993,  Federated Administrative Services, Inc., earned $325,056.
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.
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.
TRANSFER AGENT
As transfer agent, Federated Services Company, maintains all necessary
shareholder records. For its services, the transfer agent receives a fee based
on the size, type and number of accounts and transactions made by
shareholders.
INDEPENDENT PUBLIC ACCOUNTANTS



 The independent public accountants for the Fund are Arthur Andersen LLP,
Pittsburgh, PA.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES AGREEMENT

With respect to Cash II Shares, the Fund has adopted a Distribution Plan
pursuant to Rule 12b-1 which was promulgated by the Securities and Exchange
Commission pursuant to the Investment Company Act of 1940. Additionally, the
Fund has adopted a Shareholder Service Agreement with respect to both Cash II
Shares and Institutional Shares.
These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services, to stimulate distribution
activities and to cause services to be provided to shareholders by a
representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include, but are not limited to,
marketing efforts; providing office space, equipment, telephone facilities,
and various clerical, supervisory, computer, and other personnel as necessary
or beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client inquiries; and
assisting clients in changing dividend options, account designations, and
addresses.
By adopting the Distribution Plan, the Trustees expect that the Fund will be
able to achieve a more predictable flow of cash for investment purposes and to
meet redemptions. This will facilitate more efficient portfolio management and
assist the Fund in pursuing its investment objectives. By identifying
potential investors whose needs are served by the Fund's objectives, and
properly servicing these accounts, it may be possible to curb sharp
fluctuations in rates of redemptions and sales.



Other benefits, which may be realized under either arrangement, may include:
(1) providing personal services to shareholders; (2) investing shareholder
assets with a minimum of delay and administrative detail; and (3) enhancing
shareholder recordkeeping systems; and (4) responding promptly to
shareholders' requests and inquiries concerning their accounts.
For the fiscal period ending October 31, 1995, payments in the amount of
$493,611 were made pursuant to the Distribution Plan on behalf of Cash II
Shares, of which $411,342 was waived. In addition, for this period, the Fund's
Cash II Shares and Institutional Shares paid shareholder services fees in the
amount of $411,342 and $186,871, respectively, of which $0 and $186,871,
respectively, were waivedi.
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.
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.
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.
For the seven-day period ended October  31, 1995, the yields for Cash II
Shares and Institutional Shares were 3.29% and 3.59%, respectively.
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.
For the seven-day period ended October  31, 1995, the effective yields for
Cash II Shares and Institutional Shares were 3.34% and 3.65%, respectively.
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.



For the seven-day period ended October  31, 1995, the tax-equivalent yields
for Cash II Shares and Institutional Shares were 6.22% and 6.79%,
respectively.


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 Ohio

    FEDERAL TAX BRACKET:
              15.00%  28.00%     31.00%      36.00%     39.60%

    COMBINED FEDERAL AND STATE TAX BRACKET:
              19.457% 33.201%   37.900%     43.500%    47.100%


    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


     1.50%     1.86%    2.25%     2.42%      2.65%       2.84%
     2.00%     2.48%    2.99%     3.22%      3.54%       3.78%
     2.50%     3.10%    3.74%     4.03%      4.42%       4.73%
     3.00%     3.72%    4.49%     4.83%      5.31%       5.67%
     3.50%     4.35%    5.24%     5.64%      6.19%       6.62%
     4.00%     4.97%    5.99%     6.44%      7.08%       7.56%
     4.50%     5.59%    6.74%     7.25%      7.96%       8.51%
     5.00%     6.21%    7.49%     8.05%      8.85%       9.45%
     5.50%     6.83%    8.23%     8.86%      9.73%      10.40%
     6.00%     7.45%    8.98%     9.66%     10.62%      11.34%

    Note:  The maximum marginal tax rate for each bracket was used in
    calculating the taxable yield equivalent. Furthermore, additional state
    and local taxes paid on comparable taxable investments were not used to
    increase federal deductions.
    The chart above is for illustrative purposes only. It is not an indicator
    of past or future performance of 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.
For for the one-year period ended October 31, 1995, and for the period from
April 22, 1991 (date of initial public investment) through October 31, 1995,
the average annual total returns for Cash II Shares were 3.30% and 2.79%,
respectively, and average annual total returns for Institutional Shares were
3.61% and 3.09%, respectively.
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.



ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is reflected
in its investment decision making-structured, straightforward, and consistent.
This has resulted in a history of competitive performance with a range of
competitive investment products that have gained the confidence of thousands
of clients and their customers.
The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research. Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund. Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market funds,
a principal means used by money managers today to value money market fund
shares. Other innovations include the first institutional tax-free money
market fund. As of December 31, 1994, Federated Investors managed more than
$31 billion in assets across approximately 43 money market funds, including 17
government, 8 prime and 18 municipal with assets approximating $17 billion,
$7.4 billion and $6.6 billion, respectively.
J. Thomas Madden, Executive Vice President, oversees Federated Investors'
equity and high yield corporate bond management while William D. Dawson,
Executive Vice President, oversees Federated Investors' domestic fixed income
management. Henry A. Frantzen, Executive Vice President, oversees the
management of Federated Investors' international portfolios.



MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $2 trillion to the more than 5,500 funds available.*
Federated Investors, through its subsidiaries, distributes mutual funds for a
variety of investment applications. Specific markets include:
INSTITUTIONAL CLIENTS
Federated Investors meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for a
variety of applications, including defined benefit and defined contribution
programs, cash management, and asset/liability management. Institutional
clients include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial
advisors. The marketing effort to these  institutional clients is headed by
John B. Fisher, President, Institutional Sales Division.

*Source:  Investment Company Institute

TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations. Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios.
The marketing effort to trust clients is headed by Mark R. Gensheimer,
Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more



wholesalers than any other mutual fund distributor. The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.


APPENDIX


STANDARD & POOR'S RATINGS GROUP
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
A  Standard & Poor's Ratings Group (S&P) note rating reflects the liquidity
concerns and market access risks unique to notes.
SP-1      Very strong or strong capacity to pay principal and interest. Those
   issues determined to possess overwhelming safety characteristics will be
   given a plus sign (+) designation.
SP-2      Satisfactory capacity to pay principal and interest.
VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
S&P assigns dual ratings to all long-term debt issues that have as part of
their provisions a variable rate demand feature. The first rating (long-term
rating) addresses the likelihood of repayment of principal and interest when
due, and the second rating (short-term rating) describes the demand
characteristics. Several examples are AAA/A-1+, AA/A-1+, A/A-1. (The
definitions for the long-term and the short-term ratings are provided below.)
COMMERCIAL PAPER (CP) RATINGS
An  S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
A-1       This highest category indicates that the degree of safety regarding
   timely payment is strong. Those issues determined to possess extremely
   strong safety characteristics are denoted with a plus sign (+) designation.



A-2  Capacity for timely payment on issues with this designation is
   satisfactory. However, the relative degree of safety is not as high as for
   issues designated A-1.
LONG-TERM DEBT RATINGS
AAA  Debt rated "AAA" has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is    extremely strong.
AA   Debt rate "AA" has a very strong capacity to pay interest and repay
principal and differs from the highest  rated issues only in small degree.
A  Debt rated "A" has a strong capacity to pay interest and repay principal
   although it is somewhat more susceptible to the adverse effects of changes
   in circumstances and economic conditions than debt in higher rated
   categories.
MOODY'S INVESTORS SERVICE, INC.
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
Moody's Investor Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG) (see below). The purpose of the MIG or
VMIG ratings is to provide investors with a simple system by which the
relative investment qualities of short-term obligations may be evaluated.
MIG1      This designation denotes best quality. There is present strong
protection by established cash flows, superior         liquidity support or
demonstrated broad based access to the market for refinancing.
MIG2      This designation denotes high quality. Margins of protection are
ample although not so large as in the             preceding group.


VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
Short-term ratings on issues with demand features are differentiated by the
use of the VMIG symbol to reflect such characteristics as payment upon



periodic demand rather than fixed maturity dates and payment relying on
external liquidity.
In this case, two ratings are usually assigned, (for example, Aaa/VMIG-1); the
first representing an evaluation of the degree of risk associated with
scheduled principal and interest payments, and the second representing an
evaluation of the degree of risk associated with the demand feature. The VMIG
rating can be assigned a 1 or 2 designation using the same definitions
described above for the MIG rating.
COMMERCIAL PAPER (CP) RATINGS
P-1            Issuers rated PRIME-1 (or related supporting institutions) have
  a superior capacity for repayment of short-          term promissory
  obligations. PRIME-1 repayment capacity will normally be evidenced by the
  following              characteristics: leading market positions in well
  established industries, high rates of return on funds
   employed, conservative capitalization structure with moderate reliance on
  debt and ample asset             protection, broad margins in earning
  coverage of fixed financial charges and high internal cash generation,
   well-established access to a range of financial markets and assured sources
  of alternate liquidity
P-2            Issuers rated PRIME-2 (or related supporting institutions) have
  a strong capacity for repayment of short-            term promissory
  obligations. This will normally be evidenced by many of the characteristics
  cited             above, but to a lesser degree. Earnings trends and
  coverage ratios, while sound, will be more subject             to variation.
  Capitalization characteristics, while still appropriate, may be more
  affected by external        conditions. Ample alternate liquidity is
  maintained.
LONG-TERM DEBT RATINGS



AAA       Bonds which are rated AAA are judged to be of the best quality. They
carry the smallest degree of investment      risk and are generally referred
to as "gilt edged." Interest payments are protected by a large or by an
   exceptionally stable margin and principal is secure. While the various
protective elements are likely to  change, such changes is can be visualized
are most unlikely to impair the fundamentally strong position of      such
issues.
AA Bonds which are rated AA are judged to be of high quality by all standards.
Together with the AAA group,  they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds  because margins of
protection may not be as large as in AAA securities or fluctuation of
protective elements      may be of greater amplitude or there may be other
elements present which make the long-term risks appear      somewhat larger
than in AAA securities.
A  Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper      medium grade obligations. Factors giving
security to principal and interest are considered adequate but   elements may
be present which suggest a susceptibility to impairment sometime in the
future.
NR Indicates that both the bonds and the obligor or credit enhancer are not
currently rated by S&P or Moody's  with respect to short-term indebtedness.
However, management considers them to be of comparable quality to
   securities rated A-1 or P-1.
NR(1)     The underlying issuer/obligor/guarantor has other outstanding debt
rated "AAA" by S&P or "Aaa" by               Moody's.
NR(2)     The underlying issuer/obligor/guarantor has other outstanding debt
rated "AA" by S&P or "Aa" by            Moody's.



NR(3)     The underlying issuer/obligor/guarantor has other outstanding debt
rated "A" by S&P or Moody's.

























     Cusip 314229840
     Cusip 314229857




   

VIRGINIA MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SERVICE SHARES
PROSPECTUS

The  Institutional Service Shares of Virginia  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  primarily in  short-term Virginia
municipal  securities,  including   securities  of   states,  territories,   and
possessions  of  the United  States  which are  not issued  by  or on  behalf of
Virginia, or its  political subdivisions  and financing  authorities, but  which
provide income exempt from federal regular income tax and the income tax imposed
by the Commonwealth of Virginia consistent with stability of principal.

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 December 31,
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,
or a  paper  copy of  this  prospectus, if  you  have received  your  prospectus
electronically,  free  of  charge  by calling  1-800-235-4669.  To  obtain other
information, or make inquiries about the  Fund, contact the Fund at the  address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S>                                      <C>
SUMMARY OF FUND EXPENSES                         1
- --------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SERVICE SHARES                                 2
- --------------------------------------------------
GENERAL INFORMATION                              3
- --------------------------------------------------
INVESTMENT INFORMATION                           3
- --------------------------------------------------
  Investment Objective                           3
  Investment Policies                            3
  Virginia Municipal Securities                  6
  Investment Risks                               6
  Non-Diversification                            7
  Investment Limitations                         7
FUND INFORMATION                                 7
- --------------------------------------------------
  Management of the Fund                         7
  Distribution of Institutional Service
    Shares                                       8
  Administration of the Fund                     9

NET ASSET VALUE                                  9
- --------------------------------------------------
HOW TO PURCHASE SHARES                          10
- --------------------------------------------------
  Special Purchase Features                     10

HOW TO REDEEM SHARES                            11
- --------------------------------------------------
  Special Redemption Features                   12

ACCOUNT AND SHARE INFORMATION                   12
- --------------------------------------------------
TAX INFORMATION                                 13
- --------------------------------------------------
  Federal Income Tax                            13
  State and Local Taxes                         14

OTHER CLASSES OF SHARES                         14
- --------------------------------------------------
PERFORMANCE INFORMATION                         14
- --------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SHARES                                        15
- --------------------------------------------------
FINANCIAL STATEMENTS                            16
- --------------------------------------------------
REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                   28
- --------------------------------------------------
ADDRESSES                                       29
- --------------------------------------------------
</TABLE>


                                       I

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

<CAPTION>

                                         ANNUAL OPERATING EXPENSES
                                  (As a percentage of average net assets)
<S>                                                                                     <C>        <C>
Management Fee (after waiver) (1)................................................................      0.23%
12b-1 Fee........................................................................................       None
Total Other Expenses.............................................................................      0.36%
  Shareholder Services Fee (after waiver) (2).........................................      0.10%
        Total Operating Expenses (3).............................................................      0.59%
</TABLE>


(1)  The management fee  has been reduced  to reflect the  voluntary waiver of a
    portion of  the management  fee. The  adviser can  terminate this  voluntary
    waiver  at any time  at its sole  discretion. The maximum  management fee is
    0.40%.

(2) The maximum shareholder services fee is 0.25%.

(3) The total  operating expenses  would have  been 0.91%  absent the  voluntary
    waivers  of a portion of the management fee and a portion of the shareholder
    services fee.

    The purpose of  this table  is to assist  an investor  in understanding  the
various  costs  and expenses  that a  shareholder  of the  Institutional Service
Shares of the Fund will bear,  either directly or indirectly. For more  complete
descriptions  of  the  various  costs  and  expenses,  see  "Fund  Information."
Wire-transferred redemptions of less  than $5,000 may  be subject to  additional
fees.
<TABLE>
<CAPTION>
EXAMPLE                                                             1 YEAR     3 YEARS    5 YEARS   10 YEARS
- -----------------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                                <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of
each time period.................................................     $6         $19        $33        $74
</TABLE>


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

                                       1

VIRGINIA MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 28.
<TABLE>
<CAPTION>
                                                       YEAR ENDED OCTOBER 31,
                                                  --------------------------------
                                                    1995        1994      1993(a)
- ------------------------------------------------  ---------   ---------   --------
<S>                                               <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                $ 1.00      $ 1.00     $ 1.00
- ------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------
  Net investment income                               0.03        0.02      0.003
- ------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------
  Distributions from net investment income           (0.03)      (0.02)    (0.003)
- ------------------------------------------------  ---------   ---------   --------
NET ASSET VALUE, END OF PERIOD                      $ 1.00      $ 1.00     $ 1.00
- ------------------------------------------------  ---------   ---------   --------
                                                  ---------   ---------   --------
TOTAL RETURN (b)                                      3.46%       2.44%      0.34%
- ------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------
  Expenses                                            0.59%       0.40%      0.19%*
- ------------------------------------------------
  Net investment income                               3.38%       2.42%      2.67%*
- ------------------------------------------------
  Expense waiver/reimbursement (c)                    0.32%       0.37%      1.04%*
- ------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------
  Net assets, end of period (000 omitted)          $127,083    $100,084    $45,648
- ------------------------------------------------
</TABLE>


*   Computed on an annualized basis.

(a) Reflects operations for the period from September 16, 1993 (date of  initial
    public investment) to October 31, 1993.

(b)  Based  on net  asset  value, which  does not  reflect  the sales  charge or
    contingent deferred sales charge, if applicable.

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

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

                                       2

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 shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of  the date of this prospectus, the Trustees  have
established  two classes  of shares  known as  Institutional Service  Shares and
Institutional Shares.  This prospectus  relates  only to  Institutional  Service
Shares  of the  Fund, which  are designed  primarily for  financial institutions
acting in an agency capacity as  a convenient means of accumulating an  interest
in  a professionally  managed, non-diversified portfolio  investing primarily in
short-term Virginia  municipal  securities.  The  Fund may  not  be  a  suitable
investment for retirement plans or for non-Virginia taxpayers because it invests
in  municipal securities of that state.  A minimum initial investment of $25,000
within a 90-day period is required.

The Fund  attempts to  stabilize  the value  of a  share  at $1.00.  Shares  aew
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 income tax imposed  by the Commonwealth of  Virginia
consistent  with  stability of  principal. 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 complying with
the various requirements of Rule 2a-7  under the Investment Company Act of  1940
which  regulates money  market funds  and by  following the  investment policies
described in this prospectus.

INVESTMENT POLICIES

The Fund  pursues  its investment  objective  by  investing in  a  portfolio  of
Virginia  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 the  income tax imposed  by the Commonwealth  of
Virginia  or at least 80% of its net assets will be invested in obligations, the
interest income from  which is exempt  from federal regular  and Virginia  state
income  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  Virginia  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

                                       3

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 the income tax imposed by the Commonwealth of Virginia ("Virginia  Municipal
Securities").  Examples of  Virginia Municipal  Securities include,  but are not
limited to:

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

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

    - municipal commercial paper and other short-term notes;

    - variable rate demand notes;

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

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

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

    PARTICIPATION  INTERESTS.    The  Fund may  purchase  interests  in Virginia
    Municipal Securities  from financial  institutions  such as  commercial  and
    investment  banks,  savings  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  Virginia 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. These  obligations may be  subject to periodic appropriation.
    Municipal leases  are subject  to certain  specific risks  in the  event  of
    default or failure of appropriation.
                                       4

    CREDIT  ENHANCEMENT.   Certain of the  Fund's acceptable  investments may be
    credit-enhanced  by  a  guaranty,  letter  of  credit,  or  insurance.   Any
    bankruptcy,  receivership,  or default  of  the party  providing  the credit
    enhancement will  adversely  affect the  quality  and marketability  of  the
    underlying security.

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

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

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, all of comparable  quality
to other securities in which the Fund invests, such as: obligations issued by or
on behalf of municipal or corporate issuers; obligations issued or guaranteed by
the U.S. government, its agencies, or instrumentalities; instruments issued by a
U.S. branch of a domestic

                                       5

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 Virginia
Municipal Securities is subject to the federal alternative minimum tax.

VIRGINIA MUNICIPAL SECURITIES

Virginia 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.

Virginia  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 Virginia 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  Virginia  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  Virginia  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 Virginia
Municipal Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Virginia 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
Virginia 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  Virginia  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

                                       6

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 directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of  its cash value  with an agreement  to buy it  back on a  set date) or pledge
securities except,  under  certain circumstances,  the  Fund may  borrow  up  to
one-third  of the value of its total assets and pledge up to 15% of the value of
total assets to secure such  borrowings. These investment limitations cannot  be
changed without shareholder approval.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES.  The Fund 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 .40  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

                                       7

    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. With over $72 billion invested across more than 260  funds
under  management and/or administration by its  subsidiaries, as of December 31,
1994, Federated Investors is one of the largest mutual fund investment  managers
in  the United States. With more than 1,750 employees, Federated continues to be
led by  the management  who founded  the company  in 1955.  Federated funds  are
presently  at work in and through  4,000 financial institutions nationwide. More
than 100,000 investment  professionals have selected  Federated funds for  their
clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes   recognize  that  such  persons  owe  a  fiduciary  duty  to  the  Fund's
shareholders  and  must  place  the  interests  of  shareholders  ahead  of  the
employees' own interest. Among other things, the codes: require preclearance and
periodic  reporting  of  personal  securities  transactions;  prohibit  personal
transactions in  securities being  purchased or  sold, or  being considered  for
purchase  or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking  profits on securities held  for less than  sixty
days.  Violations of the codes  are subject to review  by the Board of Trustees,
and could result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES

Federated Securities  Corp.  is  the  principal  distributor  for  Institutional
Service  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.

State  securities  laws  may  require  certain  financial  institutions  such as
depository institutions to register as dealers.

SHAREHOLDER SERVICES.    The  Fund  has  entered  into  a  Shareholder  Services
Agreement  with  Federated  Shareholder  Services,  a  subsidiary  of  Federated
Investors, under which the Fund may make payments up to .25 of 1% of the average
daily net asset value of the Institutional Service Shares, computed at an annual
rate,  to  provide  personal  services  for  shareholders  and  to  provide  the
maintenance  of shareholder accounts (shareholder  services). From time to time,
and for  such periods  as deemed  appropriate, the  amount stated  above may  be
reduced   voluntarily.  Under  the  Shareholder  Services  Agreement,  Federated
Shareholder Services will either perform  shareholder services directly or  will
select   financial  institutions  to  perform  shareholder  services.  Financial
institutions will receive

                                       8

fees based upon  shares owned by  their clients or  customers. The schedules  of
such  fees and the  basis upon which such  fees will be  paid will be determined
from time to time by the Fund and Federated Shareholder Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS.  With respect to  Institutional
Service  Shares,  in  addition  to payments  made  pursuant  to  the Shareholder
Services  Agreement,  Federated  Securities  Corp.  and  Federated   Shareholder
Services,  from their  own assets,  may pay  financial institutions supplemental
fees for  the performance  of substantial  sales services,  distribution-related
support  services, or shareholder  services. The support  may include sponsoring
sales, educational and  training seminars for  their employees, providing  sales
literature,  and  engineering  computer  software  programs  that  emphasize the
attributes of the Fund.  Such assistance will be  predicated upon the amount  of
shares  the financial institution  sells or may  sell, and/or upon  the type and
nature of sales or marketing support furnished by the financial institution. Any
payments made by  the distributor  may be  reimbursed by  the Fund's  investment
adviser or its affiliates.

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


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

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

The Fund attempts  to stabilize  the net  asset value  of Institutional  Service
Shares  at $1.00  by valuing the  portfolio securities using  the amortized cost
method. The net asset value per  share is determined by subtracting  liabilities
attributable to shares from the value of Fund assets attributable to shares, 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, Monday  through Friday,  except on New  Year's Day,  Presidents'
Day,  Good Friday, Memorial Day, Independence  Day, Labor Day, Thanksgiving Day,
and Christmas Day.

                                       9

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

Shares are  sold  at  their  net  asset value,  without  a  sales  charge,  next
determined after an order is received, on days which the New York Stock Exchange
is open for business. Shares may be purchased as described below, either 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 $25,000 within a
90-day period. 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  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 purchase
shares through a  financial institution  which has  a sales  agreement with  the
distributor.  Orders 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.  Shares may be purchased by wire by calling the  Fund
before  1:00 p.m. (Eastern time). The  order is considered received immediately.
Payment by federal  funds must be  received before 3:00  p.m. (Eastern time)  in
order to begin earning dividends that same day. Federal funds should be wired as
follows: Federated Services Company, c/o of State Street Bank and Trust Company,
Boston,  MA; Attention: EDGEWIRE; For Credit  to: Virginia Municipal Cash Trust,
Institutional Service  Shares; 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. Questions on
wire purchases should be directed to your shareholder services representative at
the telephone number listed on your account statement.

PURCHASING SHARES BY  CHECK.  Shares  may be  purchased by sending  a check  to:
Federated  Services Company,  P.O. Box  8600, Boston,  MA 02266-8600.  The check
should be made payable to Virginia Municipal Cash Trust -- Institutional Service
Shares. 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 an Automated  Clearing
House  ("ACH") member and  invested in Fund  shares. Shareholders should contact
their financial institution or the Fund to participate in this program.

                                       10

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 dividend. Proceeds  from
redemption  requests received  after that time  include that  day's dividend but
will be  wired the  following business  day. Proceeds  from redemption  requests
received  on  holidays when  wire  transfers are  restricted  will be  wired the
following business day. Questions about telephone redemptions on days when  wire
transfers  are  restricted  should  be  directed  to  your  shareholder services
representative at the telephone number  listed on your account statement.  Under
limited  circumstances,  arrangements  may  be  made  with  the  distributor for
same-day payment  of  proceeds,  without that  day's  dividend,  for  redemption
requests  received before 2  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  to:  Federated Services  Company,  P.O. Box  8600,  Boston, MA
02266-8600. If  share  certificates  have  been  issued,  they  should  be  sent
unendorsed  with  the written  request by  registered or  certified mail  to the
address noted above.

The written request should state: the  Fund name and the class designation;  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. Normally, a check
for  the  proceeds  is  mailed  within  one  business  day,  but  in  no   event

                                       11

more  than seven days, after the 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 association whose deposits are insured
by an  organization  which is  administered  by the  Federal  Deposit  Insurance
Corporation;  a member firm 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. The  check writing  service  allows
shareholders to receive the daily dividend declared on the shares to be redeemed
until  the  check is  presented  to UMB  Bank,  N.A., the  bank  responsible for
administering the check  writing program,  for payment.  However, checks  should
never  be made payable or sent  to UMB Bank, N.A. or  the Fund to redeem shares,
and a check may not be written to close an account.

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  $25,000,  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
institutions or the Fund.

ACCOUNT AND SHARE 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 all
transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES.  Due to  the high cost of maintaining accounts  with
low  balances, the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account

                                       12

balance falls  below a  required minimum  value of  $25,000 due  to  shareholder
redemptions.  Before shares are redeemed to close an account, the shareholder is
notified in writing and  allowed 30 days to  purchase additional shares to  meet
the minimum requirement.

VOTING  RIGHTS.  Each  shareholder has one  vote in Trustee  elections and other
matters submitted to shareholders  for vote. All shares  of all classes of  each
portfolio  in  the  Trust  have  equal voting  rights,  except  that  in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. 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 election  of Trustees  under certain
circumstances.

As of December 4, 1995,  HAMAC & Co., Richmond, VA,  owned 31.48% of the  voting
securities  of the Fund's Institutional Shares, and, therefore, may, for certain
purposes, be deemed to  control the Fund  and be able to  affect the outcome  of
certain matters presented for a vote of shareholders.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A  special meeting shall be  called by the Trustees  upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

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

FEDERAL INCOME TAX

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

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

Shareholders are  not required  to pay  the federal  regular income  tax on  any
dividends  received  from the  Fund that  represent  net interest  on tax-exempt
municipal  bonds.  However,  under  the  Tax  Reform  Act  of  1986,   dividends
representing  net  interest earned  on 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.

                                       13

STATE AND LOCAL TAXES

Income  from the Fund  is not necessarily  free from taxes  in states other than
Virginia. Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.

VIRGINIA TAXES.  Under  existing Virginia laws, distributions  made by the  Fund
will  not  be  subject  to  Virginia  income  taxes  to  the  extent  that  such
distributions qualify as  exempt-interest dividends under  the Internal  Revenue
Code,  and represent (i) interest from obligations issued by or on behalf of the
Commonwealth of Virginia or any political subdivision thereof; or (ii)  interest
from obligations issued by a territory or possession of the United States or any
political subdivision thereof which federal law exempts from state income taxes.
Conversely,  to the extent that distributions  made by the Fund are attributable
to other types of  obligations, such distributions will  be subject to  Virginia
income taxes.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The  Fund also offers  another class of shares  called Institutional Shares that
are sold primarily  to financial  institutions acting in  a fiduciary  capacity.
Institutional  Shares  are  sold  at  net  asset  value  and  are  subject  to a
Shareholder Services Agreement. Investments in Institutional Shares are  subject
to a minimum initial investment of $25,000 within a 90-day period.

Institutional  Service Shares and Institutional Shares are subject to certain of
the same expenses. Expense  differences, however, between Institutional  Service
Shares and Institutional Shares may affect the performance of each class.

To  obtain more information and a prospectus for Institutional Shares, investors
may call 1-800-235-4669.

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

From time to time, the Fund advertises its total return, yield, effective yield,
and tax-equivalent yield for shares. The performance figures will be  calculated
separately for each class of shares.

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 shares' tax-exempt yield, assuming a specific tax rate.

Total  return represents  the change,  over a specified  period of  time, in the
value of an investment in the shares 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  the
Fund's performance to certain indices.

                                       14

VIRGINIA MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 28.
<TABLE>
<CAPTION>
                                                      YEAR ENDED OCTOBER 31,
                                                  -------------------------------
                                                    1995       1994      1993(a)
- ------------------------------------------------  --------   --------   ---------
<S>                                               <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD               $ 1.00     $ 1.00     $  1.00
- ------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------
  Net investment income                              0.04       0.03       0.003
- ------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------
  Distributions from net investment income          (0.04)     (0.03)     (0.003)
- ------------------------------------------------  --------   --------   ---------
NET ASSET VALUE, END OF PERIOD                     $ 1.00     $ 1.00     $  1.00
- ------------------------------------------------  --------   --------   ---------
                                                  --------   --------   ---------
TOTAL RETURN (b)                                     3.56%      2.57%       0.35%
- ------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------
  Expenses                                           0.49%      0.33%       0.09%*
- ------------------------------------------------
  Net investment income                              3.50%      2.56%       2.68%*
- ------------------------------------------------
  Expense waiver/reimbursement (c)                   0.42%      0.37%       1.04%*
- ------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------
  Net assets, end of period (000 omitted)          $22,642    $20,360    $ 7,210
- ------------------------------------------------
</TABLE>


*   Computed on an annualized basis.

(a)  Reflects operations for the period from September 16, 1993 (date of initial
    public investment) to October 31, 1993.

(b) Based  on net  asset  value, which  does not  reflect  the sales  charge  or
    contingent deferred sales charge, if applicable.

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

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

                                       15

VIRGINIA MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                     CREDIT
  AMOUNT                                                                       RATING*       VALUE
- -----------    ------------------------------------------------------------    -------    ------------
<C>            <S>                                                             <C>        <C>
SHORT-TERM MUNICIPALS--99.3%
- ---------------------------------------------------------------------------
               VIRGINIA--95.9%
               ------------------------------------------------------------
$ 1,000,000    Alexandria, VA IDA Weekly VRDNs (American Red Cross)/ (Sanwa
               Bank Ltd., Osaka LOC)                                            A-1+      $  1,000,000
               ------------------------------------------------------------
  6,500,000    Alexandria, VA Redevelopment and Housing Authority Weekly
               VRDNs (Crystal City Apartments)/(Safeco Insurance Co. of
               America INS)/(Sumitomo Bank Ltd., Osaka LIQ)                      A-1         6,500,000
               ------------------------------------------------------------
  2,200,000    Amelia County, VA IDA, (Series 1991) Weekly VRDNs (Chambers
               Waste System)/(Nationsbank, N.A. (Carolinas) LOC)                VMIG1        2,200,000
               ------------------------------------------------------------
  2,600,000    Arlington County, VA Weekly VRDNs (Ballston Public
               Parking)/(Citibank NA, New York LOC)                              A-1         2,600,000
               ------------------------------------------------------------
  3,200,000    Botetourt County, VA IDA, IDRB (Series 1995) Weekly VRDNs
               (Emkay Holdings, L.L.C. Project)/(State Street Bank and
               Trust Co. LOC)                                                   VMIG1        3,200,000
               ------------------------------------------------------------
    500,000    Campbell County, VA IDA, Solid Waste Disposal Facilities
               Revenue ACES Weekly VRDNs (Georgia-Pacific Corp.)/
               (Industrial Bank of Japan Ltd., Tokyo LOC)                        A-1           500,000
               ------------------------------------------------------------
  4,625,000    Carroll County, VA IDA, Adjustable Rate IDRB (Series 1995)
               Weekly VRDNs (Kentucky Derby Hosiery Co., Inc. Project)/
               (Liberty National Bank & Trust Co. LOC)                          A-1+         4,625,000
               ------------------------------------------------------------
  1,900,000    Chesapeake, VA IDA, (Series 1986) Weekly VRDNs (Volvo Auto
               Receivables 1992-B)/(Union Bank of Switzerland, Zurich LOC)       P-1         1,900,000
               ------------------------------------------------------------
  6,000,000    Chesapeake, VA IDA, IDRB (Series 1988) Weekly VRDNs
               (Sumitomo Machinery Corp. of America Corp.)/(Sumitomo Bank
               Ltd., Osaka LOC)                                                 VMIG1        6,000,000
               ------------------------------------------------------------
  3,000,000    Commonwealth of Virginia, (Series 1995), 3.85% CP, Mandatory
               Tender 1/16/1996                                                 A-1+         3,000,000
               ------------------------------------------------------------
</TABLE>


                                       16

VIRGINIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                     CREDIT
  AMOUNT                                                                       RATING*       VALUE
- -----------    ------------------------------------------------------------    -------    ------------
<C>            <S>                                                             <C>        <C>
SHORT-TERM MUNICIPALS--CONTINUED
- ---------------------------------------------------------------------------
               VIRGINIA--CONTINUED
               ------------------------------------------------------------
$ 1,886,500    Dinwiddie County, VA IDA, IDRB (Series 1989) Weekly VRDNs
               (Tindall Concrete VA, Inc.)/(First Union National Bank,
               Charlotte, NC LOC)                                                P-1      $  1,886,500
               ------------------------------------------------------------
  3,515,000    Dinwiddie County, VA IDA, IDRB (Series 1991) Weekly VRDNs
               (Maclin-Zimmer-Mcgill Tobacco Co., Inc.)/(Wachovia Bank of
               NC, NA, Winston-Salem LOC)                                        P-1         3,515,000
               ------------------------------------------------------------
  1,050,000    Fairfax County, VA EDA Weekly VRDNs (William Byrd
               Press)/(Nationsbank of Virginia, N.A. LOC)                       VMIG1        1,050,000
               ------------------------------------------------------------
  1,000,000    Fairfax County, VA Housing Authority Weekly VRDNs (Chase
               Commons Associates)/(Bankers Trust Co., New York LOC)             P-1         1,000,000
               ------------------------------------------------------------
  1,900,000    Fairfax County, VA IDA Weekly VRDNs (Fairfax Hospital
               System)/(Dai-Ichi Kangyo Bank Ltd., Tokyo LOC)                    A-1         1,900,000
               ------------------------------------------------------------
  3,000,000    Fairfax County, VA IDA, (Series 1993B), 3.80% CP (Inova
               Health System), Mandatory Tender 1/23/1996                        A-1         3,000,000
               ------------------------------------------------------------
  4,000,000    Fairfax County, VA IDA, (Series 1993B), 3.80% CP (Inova
               Health System), Mandatory Tender 11/21/1995                       A-1         4,000,000
               ------------------------------------------------------------
  1,250,000    Fairfax County, VA, UT GO Refunding Bonds (Series B), 6.60%
               Bonds, 11/1/1996 (@101)                                           Aaa         1,296,216
               ------------------------------------------------------------
  6,100,000    Falls Church, VA IDA, (Series 1985), 4.10% TOBs (Kaiser
               Permanente Medical Care Program), Optional Tender 11/1/1995      A-1+         6,100,000
               ------------------------------------------------------------
    600,000    Fauquier County, VA IDA, Various Rate Demand Refunding
               Revenue Bonds Weekly VRDNs (Warrenton Development Co.)/
               (Nationsbank of Maryland, N.A. LOC)                               P-1           600,000
               ------------------------------------------------------------
  7,113,000    Fluvanna County, VA IDA, (Series 1986) Weekly VRDNs
               (Thomasville Furniture Industries)/(Union Bank of
               Switzerland, Zurich LOC)                                          P-1         7,113,000
               ------------------------------------------------------------
  4,500,000    Front Royal & Warren County, VA IDA, IDRB (Series 1995)
               Weekly VRDNs (Pen-Tab Industries, Inc. Project)/(Bank of
               America Illinois LOC)                                             P-1         4,500,000
               ------------------------------------------------------------
</TABLE>


                                       17

VIRGINIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                     CREDIT
  AMOUNT                                                                       RATING*       VALUE
- -----------    ------------------------------------------------------------    -------    ------------
<C>            <S>                                                             <C>        <C>
SHORT-TERM MUNICIPALS--CONTINUED
- ---------------------------------------------------------------------------
               VIRGINIA--CONTINUED
               ------------------------------------------------------------
$ 1,070,000    Grayson County, VA IDA, (Series 1987) Weekly VRDNs
               (Robertshaw Controls Company Project)/(Nationsbank of
               Virginia, N.A. LOC)                                               P-1      $  1,070,000
               ------------------------------------------------------------
  4,000,000    Halifax, VA IDA, MMMs, PCR, 3.90% CP (Virginia Electric
               Power Co.), Mandatory Tender 12/8/1995                            A-1         4,000,000
               ------------------------------------------------------------
  7,500,000    Halifax, VA IDA, MMMs, PCR, 4.00% CP (Virginia Electric
               Power Co.), Mandatory Tender 1/12/1996                            A-1         7,500,000
               ------------------------------------------------------------
  2,582,000    Harrisonburg, VA Redevelopment & Housing Authority, (1989
               Series) Weekly VRDNs (Potomac Hills Apartments
               Project)/(Nationsbank of Virginia, N.A. LOC)                      P-1         2,582,000
               ------------------------------------------------------------
  3,745,000    Henrico County, VA IDA, IDRB (Series 1994) Weekly VRDNs
               (Gravure Packaging Project)/(First Union National Bank,
               Charlotte, NC LOC)                                                P-1         3,745,000
               ------------------------------------------------------------
  2,495,000    Norfolk, VA, 7.10% Bonds (United States Treasury PRF),
               6/1/1996 (@102)                                                   Aaa         2,591,131
               ------------------------------------------------------------
  4,015,000    Prince William County, VA, (Series C), 3.60% BONDs, 8/1/1996      AA          4,015,513
               ------------------------------------------------------------
    400,000    Prince William County, VA, Lease Participation Certificates
               (Series 1995), 4.00% Bonds (MBIA Insurance Corporation INS),
               12/1/1995                                                         Aaa           400,089
               ------------------------------------------------------------
  1,500,000    Pulaski County, VA IDA, (Series 1995) Weekly VRDNs (Balogh
               Real Estate Ltd. Partnership Mar-Bal, Inc. Project)/ (Bank
               One, Cleveland, N.A. LOC)                                         P-1         1,500,000
               ------------------------------------------------------------
  1,010,000    Richmond, VA IDA, Industrial Development Revenue Refunding
               Bonds (Series 1987-B), 4.10% TOBs (Crow-Klein-Macfarlane
               Project)/(First Union National Bank of Virginia LOC),
               Optional Tender 11/15/1995                                        P-1         1,010,000
               ------------------------------------------------------------
  6,000,000    Richmond, VA Redevelopment & Housing Authority, (Series
               1989) Weekly VRDNs (Belmont Apartment)/ (Nationsbank, N.A.
               (Carolinas) LOC)                                                  P-1         6,000,000
               ------------------------------------------------------------
</TABLE>


                                       18

VIRGINIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                     CREDIT
  AMOUNT                                                                       RATING*       VALUE
- -----------    ------------------------------------------------------------    -------    ------------
<C>            <S>                                                             <C>        <C>
SHORT-TERM MUNICIPALS--CONTINUED
- ---------------------------------------------------------------------------
               VIRGINIA--CONTINUED
               ------------------------------------------------------------
$ 1,500,000    Richmond, VA Redevelopment & Housing Authority, (Series B-3)
               Weekly VRDNs (Richmond, VA Red Tobacco Row)/(Westdeutsche
               Landesbank Girozentrale LOC)                                     VMIG1     $  1,500,000
               ------------------------------------------------------------
  3,160,000    Richmond, VA Redevelopment & Housing Authority, (Series B-5)
               Weekly VRDNs (Richmond, VA Red Tobacco Row)/(Westdeutsche
               Landesbank Girozentrale LOC)                                     VMIG1        3,160,000
               ------------------------------------------------------------
  2,900,000    South Hill, VA IDA, IDRB (Series 1987) Weekly VRDNs (South
               Hill Veneers, Inc. Project)/(Bank One, Columbus, N.A. LOC)        P-1         2,900,000
               ------------------------------------------------------------
  2,495,000    Tazewell County, VA IDA, (Series 1993) Weekly VRDNs (Seville
               Properties Bluefield)/(Huntington National Bank, Columbus,
               OH LOC)                                                           P-1         2,495,000
               ------------------------------------------------------------
  9,000,000    Virginia Education Loan Authority, (Series 1995-A), 4.00%
               TOBs (Westdeutsche Landesbank Girozentrale LOC), Mandatory
               Tender 5/1/1996                                                  VMIG1        9,000,000
               ------------------------------------------------------------
  2,000,000    Virginia Education Loan Authority, (Series E), 5.00% Bonds,
               9/1/1996                                                          Aaa         2,018,863
               ------------------------------------------------------------
  2,400,000    Virginia Peninsula Port Authority Daily VRDNs (Kinyo
               Virginia, Inc.)/(Industrial Bank of Japan Ltd., Tokyo LOC)        A-1         2,400,000
               ------------------------------------------------------------
  2,200,000    Virginia Peninsula Port Authority, Coal Terminal Revenue
               Refunding Bonds (Series 1987A), 3.75% CP (Dominion Terminal
               Associates)/(National Westminster Bank, PLC, London LOC),
               Mandatory Tender 1/10/1996                                        P-1         2,200,000
               ------------------------------------------------------------
  4,000,000    Virginia Peninsula Port Authority, Facility Revenue
               Refunding Bonds (Series 1992), 3.75% CP (CSX Corp.)/(Bank of
               Nova Scotia, Toronto LOC), Mandatory Tender 12/15/1995            AA-         4,000,000
               ------------------------------------------------------------
  1,500,000    Virginia Peninsula Port Authority, Facility Revenue
               Refunding Bonds (Series 1992), 3.80% CP (CSX Corp.)/(Bank of
               Nova Scotia, Toronto LOC), Mandatory Tender 1/12/1996             AA-         1,500,000
               ------------------------------------------------------------
  5,044,000    Virginia Peninsula Port Authority, IDRB (Series 1986) Weekly
               VRDNs (Eeco Project)/(Nationsbank of Virginia, N.A. LOC)          P-1         5,044,000
               ------------------------------------------------------------
</TABLE>


                                       19

VIRGINIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                     CREDIT
  AMOUNT                                                                       RATING*       VALUE
- -----------    ------------------------------------------------------------    -------    ------------
<C>            <S>                                                             <C>        <C>
SHORT-TERM MUNICIPALS--CONTINUED
- ---------------------------------------------------------------------------
               VIRGINIA--CONTINUED
               ------------------------------------------------------------
$ 1,500,000    Virginia State Housing Development Authority, (Series 1987A)
               Weekly VRDNs (AHC Service Center)/ (Mitsubishi Bank Ltd.,
               Tokyo LOC)                                                        P-1      $  1,500,000
               ------------------------------------------------------------
  1,000,000    Virginia State Transportation Board, 6.70% Bonds (United
               States Treasury COL), 3/1/1996                                    Aaa         1,009,747
               ------------------------------------------------------------
  1,507,000    Williamsburg, VA IDA, (Series 1988) Weekly VRDNs (Colonial
               Williamsburg Foundation Museum)/(Sanwa Bank Ltd., Osaka LOC)      P-1         1,507,000
               ------------------------------------------------------------
  1,575,000    Winchester, VA IDA, (Series 1995) Weekly VRDNs (Midwesco
               Filter Resources, Inc. Project)/(Harris Trust & Savings
               Bank, Chicago LOC)                                                AA-         1,575,000
               ------------------------------------------------------------               ------------
                   Total                                                                   143,709,059
               ------------------------------------------------------------               ------------
               PUERTO RICO--1.7%
               ------------------------------------------------------------
    500,000    Puerto Rico Government Development Bank Weekly VRDNs (Credit
               Suisse, Zurich LOC)                                              A-1+           500,000
               ------------------------------------------------------------
  2,000,000    Puerto Rico Government Development Bank, 3.80% CP, Mandatory
               Tender 12/8/1995                                                 A-1+         2,000,000
               ------------------------------------------------------------               ------------
                   Total                                                                     2,500,000
               ------------------------------------------------------------               ------------
               VIRGIN ISLANDS--1.7%
               ------------------------------------------------------------
  2,500,000    Virgin Islands HFA, Single Family Mortgage Revenue Refunding
               Bonds (1995 Series B), 4.375% TOBs (FGIC INS), Optional
               Tender 2/1/1996                                                  A-1+         2,500,000
               ------------------------------------------------------------               ------------
                 TOTAL INVESTMENTS (AT AMORTIZED COST)(a)                                 $148,709,059
               ------------------------------------------------------------               ------------
                                                                                          ------------
</TABLE>


Securities that are subject  to Alternative Minimum Tax  represent 52.2% of  the
portfolio as calculated based upon total portfolio market value.

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

(a) Also represents cost for federal tax purposes.

Note: The categories of  investments are  shown as  a percentage  of net  assets
      ($149,724,411) at October 31, 1995.

                                       20

VIRGINIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronyms are used throughout this portfolio:

ACES   --Adjustable Convertible Extendable Securities
COL    --Collateralized
CP     --Commercial Paper
EDA    --Economic Development Authority
FGIC   --Financial Guaranty Insurance Company
GO     --General Obligation
HFA    --Housing Finance Authority
IDA    --Industrial Development Authority
IDRB   --Industrial Development Revenue Bond
INS    --Insured
LIQ    --Liquidity Agreement
LOC    --Letter of Credit
MBIA   --Municipal Bond Investors Assurance
MMMs   --Money Market Municipals
PCR    --Pollution Control Revenue
PLC    --Public Limited Company
PRF    --Prerefunded
TOBs   --Tender Option Bonds
UT     --Unlimited Tax
VRDNs  --Variable Rate Demand Notes

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

                                       21

VIRGINIA MUNICIPAL CASH TRUST

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                       <C>       <C>
ASSETS:
- ------------------------------------------------------------------
Total investments in securities, at amortized cost and value        $148,709,059
- ------------------------------------------------------------------
Cash                                                                     246,460
- ------------------------------------------------------------------
Income receivable                                                        899,894
- ------------------------------------------------------------------
Receivable for shares sold                                                 2,000
- ------------------------------------------------------------------
Deferred expenses                                                         26,331
- ------------------------------------------------------------------  ------------
    Total assets                                                     149,883,744
- ------------------------------------------------------------------
LIABILITIES:
- ------------------------------------------------------------------
Income distribution payable                               $133,993
- --------------------------------------------------------
Accrued expenses                                            25,340
- --------------------------------------------------------  --------
    Total liabilities                                                    159,333
- ------------------------------------------------------------------  ------------
NET ASSETS for 149,724,411 shares outstanding                       $149,724,411
- ------------------------------------------------------------------  ------------
                                                                    ------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- ------------------------------------------------------------------
INSTITUTIONAL SHARES:
- ------------------------------------------------------------------
$22,641,829  DIVIDED BY 22,641,829 shares outstanding               $       1.00
- ------------------------------------------------------------------  ------------
                                                                    ------------
INSTITUTIONAL SERVICE SHARES:
- ------------------------------------------------------------------
$127,082,582  DIVIDED BY 127,082,582 shares outstanding             $       1.00
- ------------------------------------------------------------------  ------------
                                                                    ------------
</TABLE>


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

                                       22

VIRGINIA MUNICIPAL CASH TRUST

STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                            <C>        <C>         <C>
INVESTMENT INCOME:
- --------------------------------------------------------------------
Interest                                                              $5,122,922
- --------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------------------
Investment advisory fee                                   $  514,947
- --------------------------------------------------------
Administrative personnel and services fee                    155,000
- --------------------------------------------------------
Custodian fees                                                42,137
- --------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses      32,992
- --------------------------------------------------------
Directors'/Trustees' fees                                      1,476
- --------------------------------------------------------
Auditing fees                                                 14,657
- --------------------------------------------------------
Legal fees                                                     1,787
- --------------------------------------------------------
Portfolio accounting fees                                     28,545
- --------------------------------------------------------
Shareholder services fee--Institutional Shares                59,585
- --------------------------------------------------------
Shareholder services fee--Institutional Service Shares       262,256
- --------------------------------------------------------
Share registration costs                                      44,278
- --------------------------------------------------------
Printing and postage                                          10,499
- --------------------------------------------------------
Insurance premiums                                             5,455
- --------------------------------------------------------
Miscellaneous                                                  5,757
- --------------------------------------------------------  ----------
    Total expenses                                         1,179,371
- --------------------------------------------------------
Waivers--
- ---------------------------------------------
  Waiver of investment advisory fee            $(224,073)
- ---------------------------------------------
  Waiver of shareholder services
    fee--Institutional Shares                    (59,585)
- ---------------------------------------------
  Waiver of shareholder services
    fee--Institutional Service Shares           (157,354)
- ---------------------------------------------  ---------
    Total waivers                                           (441,012)
- --------------------------------------------------------  ----------
      Net expenses                                                       738,359
- --------------------------------------------------------------------  ----------
        Net investment income                                         $4,384,563
- --------------------------------------------------------------------  ----------
                                                                      ----------
</TABLE>


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

                                       23

VIRGINIA MUNICIPAL CASH TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                    YEAR ENDED OCTOBER 31,
                                              -----------------------------------
                                                    1995               1994
                                              ----------------   ----------------
<S>                                           <C>                <C>
INCREASE (DECREASE) IN NET ASSETS:
- --------------------------------------------
OPERATIONS--
- --------------------------------------------
Net investment income                          $    4,384,563    $     2,874,102
- --------------------------------------------  ----------------   ----------------
DISTRIBUTIONS TO SHAREHOLDERS--
- --------------------------------------------
Distributions from net investment income
- --------------------------------------------
  Institutional Shares                               (834,541)          (394,677)
- --------------------------------------------
  Institutional Service Shares                     (3,550,022)        (2,479,425)
- --------------------------------------------  ----------------   ----------------
    Change in net assets resulting from
    distributions to shareholders                  (4,384,563)        (2,874,102)
- --------------------------------------------  ----------------   ----------------
SHARE TRANSACTIONS--
- --------------------------------------------
Proceeds from sale of shares                    1,020,240,888      1,227,739,774
- --------------------------------------------
Net asset value of shares issued to
shareholders in payment of distributions
declared                                            2,822,568          2,081,737
- --------------------------------------------
Cost of shares redeemed                          (993,783,278)    (1,162,235,549)
- --------------------------------------------  ----------------   ----------------
    Change in net assets resulting from
    share transactions                             29,280,178         67,585,962
- --------------------------------------------  ----------------   ----------------
      Change in net assets                         29,280,178         67,585,962
- --------------------------------------------
NET ASSETS:
- --------------------------------------------
Beginning of period                               120,444,233         52,858,271
- --------------------------------------------  ----------------   ----------------
End of period                                  $  149,724,411    $   120,444,233
- --------------------------------------------  ----------------   ----------------
                                              ----------------   ----------------
</TABLE>


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

                                       24

VIRGINIA MUNICIPAL CASH TRUST

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------

(1) ORGANIZATION

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

(2) SIGNIFICANT ACCOUNTING POLICIES

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

    INVESTMENT VALUATIONS--The Fund's use of the amortized cost method to  value
    its portfolio securities is in accordance with Rule 2a-7 under the Act.
    INVESTMENT  INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
    are accrued daily. Bond premium  and discount, if applicable, are  amortized
    as  required  by  the  Internal  Revenue  Code,  as  amended  (the  "Code").
    Distributions to shareholders are recorded on the ex-dividend date.

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

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

    CONCENTRATION  OF CREDIT RISK--Since the  Fund invests a substantial portion
    of its assets in issuers located in  one state, it will be more  susceptible
    to  factors  adversely  affecting issuers  of  that  state than  would  be a
    comparable tax-exempt  mutual  fund that  invests  nationally. In  order  to
    reduce  the credit risk  associated with such factors,  at October 31, 1995,
    75.2% of  the securities  in  the portfolio  of  investments are  backed  by
    letters  of credit or  bond insurance of  various financial institutions and
    financial guaranty  assurance agencies.  The  value of  investments  insured

                                       25

VIRGINIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
    by  or supported (backed) by  a letter of credit  for any one institution or
    agency does not exceed 9.2% of total investments.

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

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

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust  permits the Trustees to  issue an unlimited number  of
full  and fractional shares of beneficial  interest (without par value) for each
class of shares. At October  31, 1995, capital paid-in aggregated  $149,724,411.
Transactions in shares were as follows:
<TABLE>
<CAPTION>
                                             YEAR ENDED OCTOBER 31,
                                          ----------------------------
INSTITUTIONAL SHARES                          1995           1994
- ----------------------------------------  ------------  --------------
<S>                                       <C>           <C>
Shares sold                                 87,290,291      66,227,881
- ----------------------------------------
Shares issued to shareholders in payment
of distributions declared                       15,666          28,365
- ----------------------------------------
Shares redeemed                            (85,024,334)    (53,106,542)
- ----------------------------------------  ------------  --------------
  Net change resulting from
  Institutional Share transactions           2,281,623      13,149,704
- ----------------------------------------  ------------  --------------
                                          ------------  --------------

<CAPTION>

                                             YEAR ENDED OCTOBER 31,
                                          ----------------------------
INSTITUTIONAL SERVICE SHARES                  1995           1994
- ----------------------------------------  ------------  --------------
<S>                                       <C>           <C>
Shares sold                                932,950,597   1,161,511,893
- ----------------------------------------
Shares issued to shareholders in payment
of distributions declared                    2,806,902       2,053,372
- ----------------------------------------
Shares redeemed                           (908,758,944) (1,109,129,007)
- ----------------------------------------  ------------  --------------
  Net change resulting from
  Institutional Service Share
  transactions                              26,998,555      54,436,258
- ----------------------------------------  ------------  --------------
                                          ------------  --------------
    Net change resulting from Fund share
    transactions                            29,280,178      67,585,962
- ----------------------------------------  ------------  --------------
                                          ------------  --------------
</TABLE>


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

    INVESTMENT   ADVISORY  FEE--Federated  Management,   the  Fund's  investment
    adviser, (the "Adviser"),  receives for  its services  an annual  investment
    advisory  fee equal to .40 of 1% of the Fund's average daily net assets. The
    Adviser may voluntarily choose  to waive a portion  of its fee. The  Adviser
    can  modify  or terminate  this voluntary  waiver  at any  time at  its sole
    discretion.

                                       26

VIRGINIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

    ADMINISTRATIVE   FEE--Federated   Administrative    Services,   under    the
    Administrative  Services  Agreement, provides  the Fund  with administrative
    personnel and services. This fee is based on the level of average  aggregate
    daily net assets of all funds advised by subsidiaries of Federated Investors
    for  the period.  The administrative fee  received during the  period of the
    Administrative Services Agreement shall be  at least $125,000 per  portfolio
    and $30,000 per each additional class of shares.

    SHAREHOLDER   SERVICES  FEE--Under  the  terms  of  a  Shareholder  Services
    Agreement with Federated Shareholder Services ("FSS"), the Fund will pay FSS
    up to .25 of 1% of average daily net assets of each class of shares for  the
    period.  This  fee is  to obtain  certain services  for shareholders  and to
    maintain shareholder accounts. FSS may voluntarily choose to waive a portion
    of its fee. FSS can modify or terminate this voluntary waiver at any time at
    its  sole  discretion.  For  the   fiscal  year  ended  October  31,   1995,
    Institutional Shares fully waived its shareholder services fee.
    TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES--Federated Services
    Company  ("FServ") serves as transfer and  dividend disbursing agent for the
    Fund. This  fee is  based on  the size,  type, and  number of  accounts  and
    transactions made by shareholders.

    PORTFOLIO  ACCOUNTING  FEES--FServ  also  maintains  the  Fund's  accounting
    records for which it receives  a fee. The fee is  based on the level of  the
    Fund's average daily net assets for the period, plus out-of-pocket expenses.

    ORGANIZATIONAL  EXPENSES--Organizational  expenses  of  $33,493  were  borne
    initially by the Adviser. The Fund  has agreed to reimburse the Adviser  for
    the  organizational expenses during the five year period following effective
    date. For the period ended October  31, 1995, the Fund paid $6,699  pursuant
    to this agreement.

    INTERFUND  TRANSACTIONS--During the  year ended  October 31,  1995, the Fund
    engaged in purchase  and sale  transactions with  funds that  have a  common
    investment adviser, common Directors/Trustees, and/or common officers. These
    transactions  were made at current market value pursuant to Rule 17a-7 under
    the Act amounting to $133,100,000 and $139,755,000, respectively.

    GENERAL--Certain of the Officers and Trustees of the Trust are Officers  and
    Directors or Trustees of the above companies.

                                       27

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

To the Shareholders and Board of Trustees of
FEDERATED MUNICIPAL TRUST
(Virginia Municipal Cash Trust):
We have audited the accompanying statement of assets and liabilities of Virginia
Municipal  Cash Trust (an  investment portfolio of  Federated Municipal Trust, a
Massachusetts business trust), including the schedule of portfolio  investments,
as  of October 31, 1995,  the related statement of  operations for the year then
ended, and the statement of changes in net  assets for each of the two years  in
the  period then ended and  the financial highlights (see pages  2 and 15 of the
prospectus) for the periods presented. These financial statements and  financial
highlights  are the responsibility of the Trust's management. Our responsibility
is to express an opinion on these financial statements and financial  highlights
based on our audits.

We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable  assurance  about  whether  the  financial  statements  and financial
highlights are free of material misstatement. An audit includes examining, on  a
test  basis, evidence  supporting the amounts  and disclosures  in the financial
statements. Our  procedures  included confirmation  of  securities owned  as  of
October  31, 1995, by correspondence with  the custodian. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the  financial statements and  financial highlights referred  to
above  present  fairly,  in all  material  respects, the  financial  position of
Virginia Municipal Cash  Trust (an investment  portfolio of Federated  Municipal
Trust)  as of October 31, 1995, the results  of its operations for the year then
ended, and the changes in its net assets for each of the two years in the period
then ended and the financial highlights for the periods presented, in conformity
with generally accepted accounting principles.

                                          ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania,
December 15, 1995

                                       28

ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                   <C>
Virginia Municipal Cash Trust
              Institutional Service Shares            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 8600
                                                      Boston, MA 02266-8600
- --------------------------------------------------------------------------------

Transfer Agent and Dividend Disbursing Agent
              Federated Services Company              P.O. Box 8600
                                                      Boston, MA 02266-8600
- --------------------------------------------------------------------------------

Independent Public Accountants
              Arthur Andersen LLP                     2100 One PPG Place
                                                      Pittsburgh, PA 15222
- --------------------------------------------------------------------------------
</TABLE>


                                       29


- --------------------------------------------------------------------------------
                                    VIRGINIA MUNICIPAL
                                    CASH TRUST
                                    INSTITUTIONAL SERVICE SHARES

                                    PROSPECTUS
                                    A Non-Diversified Portfolio of Federated
                                    Municipal Trust, an Open-End Management
                                    Investment Company
                                    Prospectus dated December 31, 1995

[FEDERATED SECURITIES CORP. LOGO]
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           CUSIP 314229824
           3080501A-SS (12/95)             [RECYCLED PAPER LOGO]
                                           RECYCLED
                                           PAPER


- --------------------------------------------------------------------------------
VIRGINIA MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SHARES
PROSPECTUS
The  Institutional Shares of Virginia 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  primarily in  short-term  Virginia
municipal   securities,  including   securities  of   states,  territories,  and
possessions of  the United  States  which are  not issued  by  or on  behalf  of
Virginia,  or its  political subdivisions  and financing  authorities, but which
provide income exempt from federal regular income and the income tax imposed  by
the Commonwealth of Virginia consistent with stability of principal.

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 December 31,
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,
or a  paper  copy of  this  prospectus, if  you  have received  your  prospectus
electronically,  free  of  charge  by calling  1-800-235-4669.  To  obtain other
information, or make inquiries about the  Fund, contact the Fund at the  address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995
<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S>                                      <C>
SUMMARY OF FUND EXPENSES                         1
- --------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SHARES                                         2
- --------------------------------------------------
GENERAL INFORMATION                              3
- --------------------------------------------------
INVESTMENT INFORMATION                           3
- --------------------------------------------------
  Investment Objective                           3
  Investment Policies                            3
  Virginia Municipal Securities                  6
  Investment Risks                               6
  Non-Diversification                            7
  Investment Limitations                         7
FUND INFORMATION                                 7
- --------------------------------------------------
  Management of the Fund                         7
  Distribution of Institutional Shares           8
  Administration of the Fund                     9
NET ASSET VALUE                                  9
- --------------------------------------------------
HOW TO PURCHASE SHARES                           9
- --------------------------------------------------
HOW TO REDEEM SHARES                            10
- --------------------------------------------------
ACCOUNT AND SHARE INFORMATION                   11
- --------------------------------------------------
TAX INFORMATION                                 12
- --------------------------------------------------
  Federal Income Tax                            12
  State and Local Taxes                         13

OTHER CLASSES OF SHARES                         13
- --------------------------------------------------
PERFORMANCE INFORMATION                         13
- --------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SERVICE SHARES                                15
- --------------------------------------------------
FINANCIAL STATEMENTS                            16
- --------------------------------------------------
REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                   28
- --------------------------------------------------
ADDRESSES                                       29
- --------------------------------------------------
</TABLE>


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

<CAPTION>

                                         ANNUAL OPERATING EXPENSES
                                  (As a percentage of average net assets)
<S>                                                                                     <C>        <C>
Management Fee (after waiver) (1)................................................................      0.23%
12b-1 Fee........................................................................................       None
Total Other Expenses.............................................................................      0.26%
  Shareholder Services Fee (after waiver) (2).........................................      0.00%
        Total Operating Expenses (3).............................................................      0.49%
</TABLE>


(1)  The management fee  has been reduced  to reflect the  voluntary waiver of a
    portion of  the management  fee. The  adviser can  terminate this  voluntary
    waiver  at any time  at its sole  discretion. The maximum  management fee is
    0.40%.

(2) The maximum shareholder services fee is 0.25%.

(3) The total  operating expenses  would have  been 0.91%  absent the  voluntary
    waivers of a portion of the management fee and the shareholder services fee.

    The  purpose of  this table  is to assist  an investor  in understanding the
various costs and  expenses that a  shareholder of Institutional  Shares of  the
Fund will bear, either directly or indirectly. For more complete descriptions of
the  various  costs  and  expenses,  see  "Fund  Information."  Wire-transferred
redemptions of less than $5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
EXAMPLE                                                             1 YEAR     3 YEARS    5 YEARS   10 YEARS
- -----------------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                                <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of
each time period.................................................     $5         $16        $27        $62
</TABLE>


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

                                       1
<PAGE>
VIRGINIA MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 28.
<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                                             ---------------------------------------
                                                                 1995          1994        1993(a)
- -----------------------------------------------------------  ------------  ------------  -----------
<S>                                                          <C>           <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $    1.00     $    1.00    $    1.00
- -----------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------------
  Net investment income                                            0.04          0.03        0.003
- -----------------------------------------------------------
LESS DISTRIBUTIONS
- -----------------------------------------------------------
  Distributions from net investment income                        (0.04)        (0.03)      (0.003)
- -----------------------------------------------------------      ------        ------    -----------
NET ASSET VALUE, END OF PERIOD                                $    1.00     $    1.00    $    1.00
- -----------------------------------------------------------      ------        ------    -----------
                                                                 ------        ------    -----------
TOTAL RETURN (b)                                                   3.56%         2.57%        0.35%
- -----------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------------
  Expenses                                                         0.49%         0.33%        0.09%*
- -----------------------------------------------------------
  Net investment income                                            3.50%         2.56%        2.68%*
- -----------------------------------------------------------
  Expense waiver/reimbursement (c)                                 0.42%         0.37%        1.04%*
- -----------------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------------
  Net assets, end of period (000 omitted)                         $22,642     $20,360    $   7,210
- -----------------------------------------------------------
</TABLE>


*   Computed on an annualized basis.

(a)  Reflects operations for the period from September 16, 1993 (date of initial
    public investment) to October 31, 1993.

(b) Based  on net  asset  value, which  does not  reflect  the sales  charge  or
    contingent deferred sales charge, if applicable.

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

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

                                       2
<PAGE>
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 shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of  the date of this prospectus, the Trustees  have
established   two  classes   of  shares   known  as   Institutional  Shares  and
Institutional Service  Shares. This  prospectus  relates only  to  Institutional
Shares  of the  Fund, which  are designed  primarily for  financial institutions
acting in a fiduciary capacity as a convenient means of accumulating an interest
in a professionally  managed, non-diversified portfolio  investing primarily  in
short-term  Virginia  municipal  securities.  The Fund  may  not  be  a suitable
investment for retirement plans or for non-Virginia taxpayers because it invests
in municipal securities of that state.  A minimum initial investment of  $25,000
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  income tax imposed by  the Commonwealth of Virginia
consistent with  stability of  principal. 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 complying  with
the  various requirements of Rule 2a-7 under  the Investment Company Act of 1940
which regulates  money  market mutual  funds  and by  following  the  investment
policies described in this prospectus.

INVESTMENT POLICIES

The  Fund  pursues  its investment  objective  by  investing in  a  portfolio of
Virginia 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 Virginia state income tax or at least 80% of its
net assets will be  invested in obligations, the  interest income from which  is
exempt  from federal  regular and  Virginia state  income 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  Virginia  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

                                       3
<PAGE>
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  the income tax imposed by the Commonwealth of Virginia ("Virginia Municipal
Securities"). Examples of  Virginia Municipal  Securities include,  but are  not
limited to:

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

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

    - municipal commercial paper and other short-term notes;

    - variable rate demand notes;

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

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

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

    PARTICIPATION INTERESTS.    The  Fund may  purchase  interests  in  Virginia
    Municipal  Securities  from financial  institutions  such as  commercial and
    investment banks,  savings  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  Virginia  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.  Lease obligations  may  be subject  periodic  appropriation.
    Municipal  leases  are subject  to certain  specific risks  in the  event of
    default or failure of appropriation.

                                       4
<PAGE>
CREDIT ENHANCEMENT.    Certain  of  the Fund's  acceptable  investments  may  be
credit-enhanced  by a guaranty, letter of  credit, or insurance. Any bankruptcy,
receivership, or  default of  the party  providing the  credit enhancement  will
adversely affect the quality and marketability of the underlying security.

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

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

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, all of comparable  quality
to other securities in which the Fund invests, such as: obligations issued by or
on behalf of municipal or corporate issuers; 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

                                       5
<PAGE>
$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 Virginia
Municipal Securities is subject to the federal alternative minimum tax.

VIRGINIA MUNICIPAL SECURITIES

Virginia 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.

Virginia  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 Virginia 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  Virginia  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  Virginia  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 Virginia
Municipal Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Virginia 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
Virginia 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  Virginia  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.

                                       6
<PAGE>
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 directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of its cash value  with an agreement  to buy it  back on a  set date) or  pledge
securities  except,  under  certain circumstances,  the  Fund may  borrow  up to
one-third of the value of its total assets and pledge up to 15% of the value  of
its  total assets to secure such borrowings. These investment limitations cannot
be changed without shareholder approval.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES.  The Fund 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  .40  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

                                       7
<PAGE>
    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. With over $72 billion invested across more
    than 260 funds under management  and/or administration by its  subsidiaries,
    as  of December 31, 1994,  Federated Investors is one  of the largest mutual
    fund investment  managers  in  the  United  States.  With  more  than  1,750
    employees,  Federated continues to be led  by the management who founded the
    company in 1955. Federated funds are presently at work in and through  4,000
    financial    institutions   nationwide.   More   than   100,000   investment
    professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes  recognize  that  such  persons  owe  a  fiduciary  duty  to  the   Fund's
shareholders  and  must  place  the  interests  of  shareholders  ahead  of  the
employees' own interest. Among other things, the codes: require preclearance and
periodic  reporting  of  personal  securities  transactions;  prohibit  personal
transactions  in securities  being purchased  or sold,  or being  considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial  public
offerings;  and prohibit taking  profits on securities held  for less than sixty
days. Violations of the codes are subject  to review by the Trustees, and  could
result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SHARES

Federated Securities Corp. is the principal distributor for Institutional 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.    The  Fund  has  entered  into  a  Shareholder  Services
Agreement  with  Federated  Shareholder  Services,  a  subsidiary  of  Federated
Investors, under which the Fund may make payments up to .25 of 1% of the average
daily net asset value  of Institutional Shares, computed  at an annual rate,  to
obtain  certain personal  services for  shareholders and  provide maintenance of
shareholder accounts ("shareholder services").  From time to  time and for  such
periods   as  deemed  appropriate,  the  amount  stated  above  may  be  reduced
voluntarily.

Under the Shareholder  Services Agreement, Federated  Shareholder Services  will
either   perform  shareholder   services  directly  or   will  select  financial
institutions  to  perform  shareholder  services.  Financial  institutions  will
receive  fees  based  upon  shares  owned by  their  clients  or  customers. The

                                       8
<PAGE>
schedules of such fees and the basis upon  which such fees will be paid will  be
determined from time to time by the Fund and Federated Shareholder Services.

SUPPLEMENTAL  PAYMENTS  TO  FINANCIAL  INSTITUTIONS.   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.

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


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

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

The Fund attempts to  stabilize the net asset  value of Institutional Shares  at
$1.00  by valuing the portfolio securities  using the amortized cost method. The
net asset value per share is determined by subtracting liabilities  attributable
to shares from the value of Fund assets attributable to shares, 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, Monday  through Friday,  except on New  Year's Day,  Presidents'
Day,  Good Friday, Memorial Day, Independence  Day, Labor Day, Thanksgiving Day,
and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

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 is open  for business. Shares  may be  purchased either by  wire or  by
check. The Fund reserves the right to reject any purchase request.

                                       9
<PAGE>
To  make  a purchase,  open  an account  by  calling Federated  Securities Corp.
Information needed to  establish the  account will  be taken  by telephone.  The
minimum  initial investment is $25,000. However, an account may be opened with a
smaller amount  as  long as  the  minimum is  reached  within 90  days.  Minimum
investments  will be  calculated by combining  all accounts  maintained with the
Fund.  Financial   institutions   may  impose   different   minimum   investment
requirements on their customers.

PURCHASING  SHARES BY WIRE.  Shares may  be purchased by Federal Reserve wire by
calling the Fund before 1:00 p.m. (Eastern time) to place an order. The order is
considered received  immediately.  Payment by  federal  funds must  be  received
before  3:00 p.m.  (Eastern time)  that 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:  Virginia  Municipal  Cash
Trust-Institutional Shares; 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. Questions  on wire  purchases
should  be directed to your shareholder services representative at the telephone
number listed on your account statement.

PURCHASING SHARES BY CHECK.   Shares may  be purchased by  mailing a check  made
payable  to  Virginia Municipal  Cash  Trust-Institutional Shares  to: Federated
Services Company, P.O. Box P.O. Box 8600, Boston, MA 02266-8600. Orders by  mail
are  considered received when payment by  check is converted into federal funds.
This is normally the next business day after the check is received.

SUBACCOUNTING SERVICES.   Financial institutions are  encouraged to open  single
master  accounts. A subaccounting system is available through the transfer agent
to minimize internal  recordkeeping requirements. The  transfer agent charges  a
fee   based  on  the   level  of  subaccounting   services  rendered.  Financial
institutions may charge  or pass  through subaccounting fees  as part  of or  in
addition  to normal trust or agency account  fees. They may also charge fees for
other services provided which  may be related to  the ownership of Fund  shares.
This  prospectus should, therefore, be read  together with any agreement between
the customer and the financial institution with regard to the services provided,
the fees  charged  for those  services,  and any  restrictions  and  limitations
imposed.  State securities laws may  require certain financial institutions such
as depository institutions to register as dealers.

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

Shares are redeemed  at their net  asset value next  determined after  Federated
Services  Company 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 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 p.m. (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 dividend. Proceeds  from

                                       10
<PAGE>
redemption  requests received  after that time  include that  day's dividend but
will be  wired the  following business  day. Proceeds  from redemption  requests
received  on  holidays when  wire  transfers are  restricted  will be  wired the
following business day. Questions about telephone redemptions on days when  wire
transfers  are  restricted  should  be  directed  to  your  shareholder services
representative at the telephone number listed on your account statement.

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  to:  Federated Services  Company,  P.O. Box  8600,  Boston, MA
02266-8600. If  share  certificates  have  been  issued,  they  should  be  sent
unendorsed  with the written request by registered mail or certified mail to the
address noted above.

The written request should state: the  Fund name and the class designation;  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. Normally, a check
for the proceeds is mailed  within one business day, but  in no event more  than
seven  days, after the 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 association whose deposits are insured
by  an  organization  which is  administered  by the  Federal  Deposit Insurance
Corporation; a member firm 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.

ACCOUNT AND SHARE 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. Shares purchased  by
wire  before 1:00 p.m.  (Eastern time) begin earning  dividends that day. Shares
purchased by check begin earning dividends the day after the check is  converted
into federal funds.

CAPITAL GAINS.  The Fund does not expect to realize any capital gains or losses.
If  capital gains or losses  were to occur, they could  result in an increase or
decrease in dividends. The Fund will distribute in cash or additional shares any
realized net long-term capital gains at least once every 12 months.

                                       11
<PAGE>
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  all
transactions as well as dividends paid during the month.

ACCOUNTS  WITH LOW BALANCES.  Due to  the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds  to
the  shareholder if the account balance falls  below a required minimum value of
$25,000 due to shareholder redemptions. Before  shares are redeemed to close  an
account,  the shareholder is notified in writing and allowed 30 days to purchase
additional shares to meet the minimum requirement.

VOTING RIGHTS.   Each shareholder has  one vote in  Trustee elections and  other
matters  submitted to shareholders for  vote. All shares of  all classes of each
portfolio in  the  Trust  have  equal voting  rights,  except  that  in  matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. 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 election  of Trustees  under  certain
circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A  special meeting shall be  called by the Trustees  upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

As of December 4, 1995, HAMAC & Co., Richmond, VA, owned 7,973,156 shares 31.48%
of the voting  securities of  the Fund's Institutional  Shares, and,  therefore,
may,  for certain purposes, be deemed to control  the Fund and be able to affect
the outcome of certain matters presented for a vote of shareholders.

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.

                                       12
<PAGE>
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
Virginia. Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.

VIRGINIA TAXES.  Under  existing Virginia laws, distributions  made by the  Fund
will  not  be  subject  to  Virginia  income  taxes  to  the  extent  that  such
distributions qualify as  exempt-interest dividends under  the Internal  Revenue
Code,  and represent (i) interest from obligations issued by or on behalf of the
Commonwealth of Virginia or any political subdivision thereof; or (ii)  interest
from obligations issued by a territory or possession of the United States or any
political subdivision thereof which federal law exempts from state income taxes.
Conversely,  to the extent that distributions  made by the Fund are attributable
to other types of  obligations, such distributions will  be subject to  Virginia
income taxes.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The  Fund  also  offers another  class  of shares  called  Institutional Service
Shares. Institutional Service Shares  are sold at net  asset value primarily  to
financial institutions acting in an agency capacity and are subject to a minimum
initial investment of $25,000 over a 90-day period.

All classes are subject to certain of the same expenses.

Institutional  Service Shares are distributed with no 12b-1 Plan but are subject
to shareholder services fees.

Expense differences between classes may affect the performance of each class.

To obtain more information and a  prospectus for any other class, investors  may
call 1-800-235-4669.

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

From time to time, the Fund advertises its total return, yield, effective yield,
and  tax-equivalent yield for shares. The performance figures will be calculated
separately for each class of shares.

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
                                       13
<PAGE>
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 shares'
tax-exempt yield, assuming a specific tax rate.

Total return represents  the change,  over a specified  period of  time, in  the
value of an investment in the shares 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 the
Fund's performance to certain indices.

                                       14
<PAGE>
VIRGINIA MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 28.
<TABLE>
<CAPTION>
                                                       YEAR ENDED OCTOBER 31,
                                                  --------------------------------
                                                    1995        1994      1993(a)
- ------------------------------------------------  ---------   ---------   --------
<S>                                               <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                $ 1.00      $ 1.00     $ 1.00
- ------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------
  Net investment income                               0.03        0.02      0.003
- ------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------
  Distributions from net investment income           (0.03)      (0.02)    (0.003)
- ------------------------------------------------  ---------   ---------   --------
NET ASSET VALUE, END OF PERIOD                      $ 1.00      $ 1.00     $ 1.00
- ------------------------------------------------  ---------   ---------   --------
                                                  ---------   ---------   --------
TOTAL RETURN (b)                                      3.46%       2.44%      0.34%
- ------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------
  Expenses                                            0.59%       0.40%      0.19%*
- ------------------------------------------------
  Net investment income                               3.38%       2.42%      2.67%*
- ------------------------------------------------
  Expense waiver/reimbursement (c)                    0.32%       0.37%      1.04%*
- ------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------
  Net assets, end of period (000 omitted)          $127,083    $100,084    $45,648
- ------------------------------------------------
</TABLE>


*   Computed on an annualized basis.

(a)  Reflects operations for the period from September 16, 1993 (date of initial
    public investment) to October 31, 1993.

(b) Based  on net  asset  value, which  does not  reflect  the sales  charge  or
    contingent deferred sales charge, if applicable.

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

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

                                       15
<PAGE>
VIRGINIA MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                     CREDIT
  AMOUNT                                                                       RATING*       VALUE
- -----------    ------------------------------------------------------------    -------    ------------
<C>            <S>                                                             <C>        <C>
SHORT-TERM MUNICIPALS--99.3%
- ---------------------------------------------------------------------------
               VIRGINIA--95.9%
               ------------------------------------------------------------
$ 1,000,000    Alexandria, VA IDA Weekly VRDNs (American Red Cross)/ (Sanwa
               Bank Ltd., Osaka LOC)                                            A-1+      $  1,000,000
               ------------------------------------------------------------
  6,500,000    Alexandria, VA Redevelopment and Housing Authority Weekly
               VRDNs (Crystal City Apartments)/(Safeco Insurance Co. of
               America INS)/(Sumitomo Bank Ltd., Osaka LIQ)                      A-1         6,500,000
               ------------------------------------------------------------
  2,200,000    Amelia County, VA IDA, (Series 1991) Weekly VRDNs (Chambers
               Waste System)/(Nationsbank, N.A. (Carolinas) LOC)                VMIG1        2,200,000
               ------------------------------------------------------------
  2,600,000    Arlington County, VA Weekly VRDNs (Ballston Public
               Parking)/(Citibank NA, New York LOC)                              A-1         2,600,000
               ------------------------------------------------------------
  3,200,000    Botetourt County, VA IDA, IDRB (Series 1995) Weekly VRDNs
               (Emkay Holdings, L.L.C. Project)/(State Street Bank and
               Trust Co. LOC)                                                   VMIG1        3,200,000
               ------------------------------------------------------------
    500,000    Campbell County, VA IDA, Solid Waste Disposal Facilities
               Revenue ACES Weekly VRDNs (Georgia-Pacific Corp.)/
               (Industrial Bank of Japan Ltd., Tokyo LOC)                        A-1           500,000
               ------------------------------------------------------------
  4,625,000    Carroll County, VA IDA, Adjustable Rate IDRB (Series 1995)
               Weekly VRDNs (Kentucky Derby Hosiery Co., Inc. Project)/
               (Liberty National Bank & Trust Co. LOC)                          A-1+         4,625,000
               ------------------------------------------------------------
  1,900,000    Chesapeake, VA IDA, (Series 1986) Weekly VRDNs (Volvo Auto
               Receivables 1992-B)/(Union Bank of Switzerland, Zurich LOC)       P-1         1,900,000
               ------------------------------------------------------------
  6,000,000    Chesapeake, VA IDA, IDRB (Series 1988) Weekly VRDNs
               (Sumitomo Machinery Corp. of America Corp.)/(Sumitomo Bank
               Ltd., Osaka LOC)                                                 VMIG1        6,000,000
               ------------------------------------------------------------
  3,000,000    Commonwealth of Virginia, (Series 1995), 3.85% CP, Mandatory
               Tender 1/16/1996                                                 A-1+         3,000,000
               ------------------------------------------------------------
</TABLE>


                                       16
<PAGE>
VIRGINIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                     CREDIT
  AMOUNT                                                                       RATING*       VALUE
- -----------    ------------------------------------------------------------    -------    ------------
<C>            <S>                                                             <C>        <C>
SHORT-TERM MUNICIPALS--CONTINUED
- ---------------------------------------------------------------------------
               VIRGINIA--CONTINUED
               ------------------------------------------------------------
$ 1,886,500    Dinwiddie County, VA IDA, IDRB (Series 1989) Weekly VRDNs
               (Tindall Concrete VA, Inc.)/(First Union National Bank,
               Charlotte, NC LOC)                                                P-1      $  1,886,500
               ------------------------------------------------------------
  3,515,000    Dinwiddie County, VA IDA, IDRB (Series 1991) Weekly VRDNs
               (Maclin-Zimmer-Mcgill Tobacco Co., Inc.)/(Wachovia Bank of
               NC, NA, Winston-Salem LOC)                                        P-1         3,515,000
               ------------------------------------------------------------
  1,050,000    Fairfax County, VA EDA Weekly VRDNs (William Byrd
               Press)/(Nationsbank of Virginia, N.A. LOC)                       VMIG1        1,050,000
               ------------------------------------------------------------
  1,000,000    Fairfax County, VA Housing Authority Weekly VRDNs (Chase
               Commons Associates)/(Bankers Trust Co., New York LOC)             P-1         1,000,000
               ------------------------------------------------------------
  1,900,000    Fairfax County, VA IDA Weekly VRDNs (Fairfax Hospital
               System)/(Dai-Ichi Kangyo Bank Ltd., Tokyo LOC)                    A-1         1,900,000
               ------------------------------------------------------------
  3,000,000    Fairfax County, VA IDA, (Series 1993B), 3.80% CP (Inova
               Health System), Mandatory Tender 1/23/1996                        A-1         3,000,000
               ------------------------------------------------------------
  4,000,000    Fairfax County, VA IDA, (Series 1993B), 3.80% CP (Inova
               Health System), Mandatory Tender 11/21/1995                       A-1         4,000,000
               ------------------------------------------------------------
  1,250,000    Fairfax County, VA, UT GO Refunding Bonds (Series B), 6.60%
               Bonds, 11/1/1996 (@101)                                           Aaa         1,296,216
               ------------------------------------------------------------
  6,100,000    Falls Church, VA IDA, (Series 1985), 4.10% TOBs (Kaiser
               Permanente Medical Care Program), Optional Tender 11/1/1995      A-1+         6,100,000
               ------------------------------------------------------------
    600,000    Fauquier County, VA IDA, Various Rate Demand Refunding
               Revenue Bonds Weekly VRDNs (Warrenton Development Co.)/
               (Nationsbank of Maryland, N.A. LOC)                               P-1           600,000
               ------------------------------------------------------------
  7,113,000    Fluvanna County, VA IDA, (Series 1986) Weekly VRDNs
               (Thomasville Furniture Industries)/(Union Bank of
               Switzerland, Zurich LOC)                                          P-1         7,113,000
               ------------------------------------------------------------
  4,500,000    Front Royal & Warren County, VA IDA, IDRB (Series 1995)
               Weekly VRDNs (Pen-Tab Industries, Inc. Project)/(Bank of
               America Illinois LOC)                                             P-1         4,500,000
               ------------------------------------------------------------
</TABLE>


                                       17
<PAGE>
VIRGINIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                     CREDIT
  AMOUNT                                                                       RATING*       VALUE
- -----------    ------------------------------------------------------------    -------    ------------
<C>            <S>                                                             <C>        <C>
SHORT-TERM MUNICIPALS--CONTINUED
- ---------------------------------------------------------------------------
               VIRGINIA--CONTINUED
               ------------------------------------------------------------
$ 1,070,000    Grayson County, VA IDA, (Series 1987) Weekly VRDNs
               (Robertshaw Controls Company Project)/(Nationsbank of
               Virginia, N.A. LOC)                                               P-1      $  1,070,000
               ------------------------------------------------------------
  4,000,000    Halifax, VA IDA, MMMs, PCR, 3.90% CP (Virginia Electric
               Power Co.), Mandatory Tender 12/8/1995                            A-1         4,000,000
               ------------------------------------------------------------
  7,500,000    Halifax, VA IDA, MMMs, PCR, 4.00% CP (Virginia Electric
               Power Co.), Mandatory Tender 1/12/1996                            A-1         7,500,000
               ------------------------------------------------------------
  2,582,000    Harrisonburg, VA Redevelopment & Housing Authority, (1989
               Series) Weekly VRDNs (Potomac Hills Apartments
               Project)/(Nationsbank of Virginia, N.A. LOC)                      P-1         2,582,000
               ------------------------------------------------------------
  3,745,000    Henrico County, VA IDA, IDRB (Series 1994) Weekly VRDNs
               (Gravure Packaging Project)/(First Union National Bank,
               Charlotte, NC LOC)                                                P-1         3,745,000
               ------------------------------------------------------------
  2,495,000    Norfolk, VA, 7.10% Bonds (United States Treasury PRF),
               6/1/1996 (@102)                                                   Aaa         2,591,131
               ------------------------------------------------------------
  4,015,000    Prince William County, VA, (Series C), 3.60% BONDs, 8/1/1996      AA          4,015,513
               ------------------------------------------------------------
    400,000    Prince William County, VA, Lease Participation Certificates
               (Series 1995), 4.00% Bonds (MBIA Insurance Corporation INS),
               12/1/1995                                                         Aaa           400,089
               ------------------------------------------------------------
  1,500,000    Pulaski County, VA IDA, (Series 1995) Weekly VRDNs (Balogh
               Real Estate Ltd. Partnership Mar-Bal, Inc. Project)/ (Bank
               One, Cleveland, N.A. LOC)                                         P-1         1,500,000
               ------------------------------------------------------------
  1,010,000    Richmond, VA IDA, Industrial Development Revenue Refunding
               Bonds (Series 1987-B), 4.10% TOBs (Crow-Klein-Macfarlane
               Project)/(First Union National Bank of Virginia LOC),
               Optional Tender 11/15/1995                                        P-1         1,010,000
               ------------------------------------------------------------
  6,000,000    Richmond, VA Redevelopment & Housing Authority, (Series
               1989) Weekly VRDNs (Belmont Apartment)/ (Nationsbank, N.A.
               (Carolinas) LOC)                                                  P-1         6,000,000
               ------------------------------------------------------------
</TABLE>


                                       18
<PAGE>
VIRGINIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                     CREDIT
  AMOUNT                                                                       RATING*       VALUE
- -----------    ------------------------------------------------------------    -------    ------------
<C>            <S>                                                             <C>        <C>
SHORT-TERM MUNICIPALS--CONTINUED
- ---------------------------------------------------------------------------
               VIRGINIA--CONTINUED
               ------------------------------------------------------------
$ 1,500,000    Richmond, VA Redevelopment & Housing Authority, (Series B-3)
               Weekly VRDNs (Richmond, VA Red Tobacco Row)/(Westdeutsche
               Landesbank Girozentrale LOC)                                     VMIG1     $  1,500,000
               ------------------------------------------------------------
  3,160,000    Richmond, VA Redevelopment & Housing Authority, (Series B-5)
               Weekly VRDNs (Richmond, VA Red Tobacco Row)/(Westdeutsche
               Landesbank Girozentrale LOC)                                     VMIG1        3,160,000
               ------------------------------------------------------------
  2,900,000    South Hill, VA IDA, IDRB (Series 1987) Weekly VRDNs (South
               Hill Veneers, Inc. Project)/(Bank One, Columbus, N.A. LOC)        P-1         2,900,000
               ------------------------------------------------------------
  2,495,000    Tazewell County, VA IDA, (Series 1993) Weekly VRDNs (Seville
               Properties Bluefield)/(Huntington National Bank, Columbus,
               OH LOC)                                                           P-1         2,495,000
               ------------------------------------------------------------
  9,000,000    Virginia Education Loan Authority, (Series 1995-A), 4.00%
               TOBs (Westdeutsche Landesbank Girozentrale LOC), Mandatory
               Tender 5/1/1996                                                  VMIG1        9,000,000
               ------------------------------------------------------------
  2,000,000    Virginia Education Loan Authority, (Series E), 5.00% Bonds,
               9/1/1996                                                          Aaa         2,018,863
               ------------------------------------------------------------
  2,400,000    Virginia Peninsula Port Authority Daily VRDNs (Kinyo
               Virginia, Inc.)/(Industrial Bank of Japan Ltd., Tokyo LOC)        A-1         2,400,000
               ------------------------------------------------------------
  2,200,000    Virginia Peninsula Port Authority, Coal Terminal Revenue
               Refunding Bonds (Series 1987A), 3.75% CP (Dominion Terminal
               Associates)/(National Westminster Bank, PLC, London LOC),
               Mandatory Tender 1/10/1996                                        P-1         2,200,000
               ------------------------------------------------------------
  4,000,000    Virginia Peninsula Port Authority, Facility Revenue
               Refunding Bonds (Series 1992), 3.75% CP (CSX Corp.)/(Bank of
               Nova Scotia, Toronto LOC), Mandatory Tender 12/15/1995            AA-         4,000,000
               ------------------------------------------------------------
  1,500,000    Virginia Peninsula Port Authority, Facility Revenue
               Refunding Bonds (Series 1992), 3.80% CP (CSX Corp.)/(Bank of
               Nova Scotia, Toronto LOC), Mandatory Tender 1/12/1996             AA-         1,500,000
               ------------------------------------------------------------
  5,044,000    Virginia Peninsula Port Authority, IDRB (Series 1986) Weekly
               VRDNs (Eeco Project)/(Nationsbank of Virginia, N.A. LOC)          P-1         5,044,000
               ------------------------------------------------------------
</TABLE>


                                       19
<PAGE>
VIRGINIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                     CREDIT
  AMOUNT                                                                       RATING*       VALUE
- -----------    ------------------------------------------------------------    -------    ------------
<C>            <S>                                                             <C>        <C>
SHORT-TERM MUNICIPALS--CONTINUED
- ---------------------------------------------------------------------------
               VIRGINIA--CONTINUED
               ------------------------------------------------------------
$ 1,500,000    Virginia State Housing Development Authority, (Series 1987A)
               Weekly VRDNs (AHC Service Center)/ (Mitsubishi Bank Ltd.,
               Tokyo LOC)                                                        P-1      $  1,500,000
               ------------------------------------------------------------
  1,000,000    Virginia State Transportation Board, 6.70% Bonds (United
               States Treasury COL), 3/1/1996                                    Aaa         1,009,747
               ------------------------------------------------------------
  1,507,000    Williamsburg, VA IDA, (Series 1988) Weekly VRDNs (Colonial
               Williamsburg Foundation Museum)/(Sanwa Bank Ltd., Osaka LOC)      P-1         1,507,000
               ------------------------------------------------------------
  1,575,000    Winchester, VA IDA, (Series 1995) Weekly VRDNs (Midwesco
               Filter Resources, Inc. Project)/(Harris Trust & Savings
               Bank, Chicago LOC)                                                AA-         1,575,000
               ------------------------------------------------------------               ------------
                   Total                                                                   143,709,059
               ------------------------------------------------------------               ------------
               PUERTO RICO--1.7%
               ------------------------------------------------------------
    500,000    Puerto Rico Government Development Bank Weekly VRDNs (Credit
               Suisse, Zurich LOC)                                              A-1+           500,000
               ------------------------------------------------------------
  2,000,000    Puerto Rico Government Development Bank, 3.80% CP, Mandatory
               Tender 12/8/1995                                                 A-1+         2,000,000
               ------------------------------------------------------------               ------------
                   Total                                                                     2,500,000
               ------------------------------------------------------------               ------------
               VIRGIN ISLANDS--1.7%
               ------------------------------------------------------------
  2,500,000    Virgin Islands HFA, Single Family Mortgage Revenue Refunding
               Bonds (1995 Series B), 4.375% TOBs (FGIC INS), Optional
               Tender 2/1/1996                                                  A-1+         2,500,000
               ------------------------------------------------------------               ------------
                 TOTAL INVESTMENTS (AT AMORTIZED COST)(a)                                 $148,709,059
               ------------------------------------------------------------               ------------
                                                                                          ------------
</TABLE>


Securities that are subject  to Alternative Minimum Tax  represent 52.2% of  the
portfolio as calculated based upon total portfolio market value.

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

(a) Also represents cost for federal tax purposes.

Note: The categories of  investments are  shown as  a percentage  of net  assets
      ($149,724,411) at October 31, 1995.

                                       20
<PAGE>
VIRGINIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronyms are used throughout this portfolio:

ACES   --Adjustable Convertible Extendable Securities
COL    --Collateralized
CP     --Commercial Paper
EDA    --Economic Development Authority
FGIC   --Financial Guaranty Insurance Company
GO     --General Obligation
HFA    --Housing Finance Authority
IDA    --Industrial Development Authority
IDRB   --Industrial Development Revenue Bond
INS    --Insured
LIQ    --Liquidity Agreement
LOC    --Letter of Credit
MBIA   --Municipal Bond Investors Assurance
MMMs   --Money Market Municipals
PCR    --Pollution Control Revenue
PLC    --Public Limited Company
PRF    --Prerefunded
TOBs   --Tender Option Bonds
UT     --Unlimited Tax
VRDNs  --Variable Rate Demand Notes

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

                                       21
<PAGE>
VIRGINIA MUNICIPAL CASH TRUST

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                       <C>       <C>
ASSETS:
- ------------------------------------------------------------------
Total investments in securities, at amortized cost and value        $148,709,059
- ------------------------------------------------------------------
Cash                                                                     246,460
- ------------------------------------------------------------------
Income receivable                                                        899,894
- ------------------------------------------------------------------
Receivable for shares sold                                                 2,000
- ------------------------------------------------------------------
Deferred expenses                                                         26,331
- ------------------------------------------------------------------  ------------
    Total assets                                                     149,883,744
- ------------------------------------------------------------------
LIABILITIES:
- ------------------------------------------------------------------
Income distribution payable                               $133,993
- --------------------------------------------------------
Accrued expenses                                            25,340
- --------------------------------------------------------  --------
    Total liabilities                                                    159,333
- ------------------------------------------------------------------  ------------
NET ASSETS for 149,724,411 shares outstanding                       $149,724,411
- ------------------------------------------------------------------  ------------
                                                                    ------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- ------------------------------------------------------------------
INSTITUTIONAL SHARES:
- ------------------------------------------------------------------
$22,641,829  DIVIDED BY 22,641,829 shares outstanding               $       1.00
- ------------------------------------------------------------------  ------------
                                                                    ------------
INSTITUTIONAL SERVICE SHARES:
- ------------------------------------------------------------------
$127,082,582  DIVIDED BY 127,082,582 shares outstanding             $       1.00
- ------------------------------------------------------------------  ------------
                                                                    ------------
</TABLE>


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

                                       22
<PAGE>
VIRGINIA MUNICIPAL CASH TRUST

STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                            <C>        <C>         <C>
INVESTMENT INCOME:
- --------------------------------------------------------------------
Interest                                                              $5,122,922
- --------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------------------
Investment advisory fee                                   $  514,947
- --------------------------------------------------------
Administrative personnel and services fee                    155,000
- --------------------------------------------------------
Custodian fees                                                42,137
- --------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses      32,992
- --------------------------------------------------------
Directors'/Trustees' fees                                      1,476
- --------------------------------------------------------
Auditing fees                                                 14,657
- --------------------------------------------------------
Legal fees                                                     1,787
- --------------------------------------------------------
Portfolio accounting fees                                     28,545
- --------------------------------------------------------
Shareholder services fee--Institutional Shares                59,585
- --------------------------------------------------------
Shareholder services fee--Institutional Service Shares       262,256
- --------------------------------------------------------
Share registration costs                                      44,278
- --------------------------------------------------------
Printing and postage                                          10,499
- --------------------------------------------------------
Insurance premiums                                             5,455
- --------------------------------------------------------
Miscellaneous                                                  5,757
- --------------------------------------------------------  ----------
    Total expenses                                         1,179,371
- --------------------------------------------------------
Waivers--
- ---------------------------------------------
  Waiver of investment advisory fee            $(224,073)
- ---------------------------------------------
  Waiver of shareholder services
    fee--Institutional Shares                    (59,585)
- ---------------------------------------------
  Waiver of shareholder services
    fee--Institutional Service Shares           (157,354)
- ---------------------------------------------  ---------
    Total waivers                                           (441,012)
- --------------------------------------------------------  ----------
      Net expenses                                                       738,359
- --------------------------------------------------------------------  ----------
        Net investment income                                         $4,384,563
- --------------------------------------------------------------------  ----------
                                                                      ----------
</TABLE>


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

                                       23
<PAGE>
VIRGINIA MUNICIPAL CASH TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                    YEAR ENDED OCTOBER 31,
                                              -----------------------------------
                                                    1995               1994
                                              ----------------   ----------------
<S>                                           <C>                <C>
INCREASE (DECREASE) IN NET ASSETS:
- --------------------------------------------
OPERATIONS--
- --------------------------------------------
Net investment income                          $    4,384,563    $     2,874,102
- --------------------------------------------  ----------------   ----------------
DISTRIBUTIONS TO SHAREHOLDERS--
- --------------------------------------------
Distributions from net investment income
- --------------------------------------------
  Institutional Shares                               (834,541)          (394,677)
- --------------------------------------------
  Institutional Service Shares                     (3,550,022)        (2,479,425)
- --------------------------------------------  ----------------   ----------------
    Change in net assets resulting from
    distributions to shareholders                  (4,384,563)        (2,874,102)
- --------------------------------------------  ----------------   ----------------
SHARE TRANSACTIONS--
- --------------------------------------------
Proceeds from sale of shares                    1,020,240,888      1,227,739,774
- --------------------------------------------
Net asset value of shares issued to
shareholders in payment of distributions
declared                                            2,822,568          2,081,737
- --------------------------------------------
Cost of shares redeemed                          (993,783,278)    (1,162,235,549)
- --------------------------------------------  ----------------   ----------------
    Change in net assets resulting from
    share transactions                             29,280,178         67,585,962
- --------------------------------------------  ----------------   ----------------
      Change in net assets                         29,280,178         67,585,962
- --------------------------------------------
NET ASSETS:
- --------------------------------------------
Beginning of period                               120,444,233         52,858,271
- --------------------------------------------  ----------------   ----------------
End of period                                  $  149,724,411    $   120,444,233
- --------------------------------------------  ----------------   ----------------
                                              ----------------   ----------------
</TABLE>


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

                                       24
<PAGE>
VIRGINIA MUNICIPAL CASH TRUST

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------

(1) ORGANIZATION

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

(2) SIGNIFICANT ACCOUNTING POLICIES

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

    INVESTMENT VALUATIONS--The Fund's use of the amortized cost method to  value
    its portfolio securities is in accordance with Rule 2a-7 under the Act.
    INVESTMENT  INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
    are accrued daily. Bond premium  and discount, if applicable, are  amortized
    as  required  by  the  Internal  Revenue  Code,  as  amended  (the  "Code").
    Distributions to shareholders are recorded on the ex-dividend date.

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

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

    CONCENTRATION  OF CREDIT RISK--Since the  Fund invests a substantial portion
    of its assets in issuers located in  one state, it will be more  susceptible
    to  factors  adversely  affecting issuers  of  that  state than  would  be a
    comparable tax-exempt  mutual  fund that  invests  nationally. In  order  to
    reduce  the credit risk  associated with such factors,  at October 31, 1995,
    75.2% of  the securities  in  the portfolio  of  investments are  backed  by
    letters  of credit or  bond insurance of  various financial institutions and
    financial guaranty  assurance agencies.  The  value of  investments  insured

                                       25
<PAGE>
VIRGINIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
    by  or supported (backed) by  a letter of credit  for any one institution or
    agency does not exceed 9.2% of total investments.

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

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

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust  permits the Trustees to  issue an unlimited number  of
full  and fractional shares of beneficial  interest (without par value) for each
class of shares. At October  31, 1995, capital paid-in aggregated  $149,724,411.
Transactions in shares were as follows:
<TABLE>
<CAPTION>
                                             YEAR ENDED OCTOBER 31,
                                          ----------------------------
INSTITUTIONAL SHARES                          1995           1994
- ----------------------------------------  ------------  --------------
<S>                                       <C>           <C>
Shares sold                                 87,290,291      66,227,881
- ----------------------------------------
Shares issued to shareholders in payment
of distributions declared                       15,666          28,365
- ----------------------------------------
Shares redeemed                            (85,024,334)    (53,106,542)
- ----------------------------------------  ------------  --------------
  Net change resulting from
  Institutional Share transactions           2,281,623      13,149,704
- ----------------------------------------  ------------  --------------
                                          ------------  --------------

<CAPTION>

                                             YEAR ENDED OCTOBER 31,
                                          ----------------------------
INSTITUTIONAL SERVICE SHARES                  1995           1994
- ----------------------------------------  ------------  --------------
<S>                                       <C>           <C>
Shares sold                                932,950,597   1,161,511,893
- ----------------------------------------
Shares issued to shareholders in payment
of distributions declared                    2,806,902       2,053,372
- ----------------------------------------
Shares redeemed                           (908,758,944) (1,109,129,007)
- ----------------------------------------  ------------  --------------
  Net change resulting from
  Institutional Service Share
  transactions                              26,998,555      54,436,258
- ----------------------------------------  ------------  --------------
                                          ------------  --------------
    Net change resulting from Fund share
    transactions                            29,280,178      67,585,962
- ----------------------------------------  ------------  --------------
                                          ------------  --------------
</TABLE>


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

    INVESTMENT   ADVISORY  FEE--Federated  Management,   the  Fund's  investment
    adviser, (the "Adviser"),  receives for  its services  an annual  investment
    advisory  fee equal to .40 of 1% of the Fund's average daily net assets. The
    Adviser may voluntarily choose  to waive a portion  of its fee. The  Adviser
    can  modify  or terminate  this voluntary  waiver  at any  time at  its sole
    discretion.

                                       26
<PAGE>
VIRGINIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

    ADMINISTRATIVE   FEE--Federated   Administrative    Services,   under    the
    Administrative  Services  Agreement, provides  the Fund  with administrative
    personnel and services. This fee is based on the level of average  aggregate
    daily net assets of all funds advised by subsidiaries of Federated Investors
    for  the period.  The administrative fee  received during the  period of the
    Administrative Services Agreement shall be  at least $125,000 per  portfolio
    and $30,000 per each additional class of shares.

    SHAREHOLDER   SERVICES  FEE--Under  the  terms  of  a  Shareholder  Services
    Agreement with Federated Shareholder Services ("FSS"), the Fund will pay FSS
    up to .25 of 1% of average daily net assets of each class of shares for  the
    period.  This  fee is  to obtain  certain services  for shareholders  and to
    maintain shareholder accounts. FSS may voluntarily choose to waive a portion
    of its fee. FSS can modify or terminate this voluntary waiver at any time at
    its  sole  discretion.  For  the   fiscal  year  ended  October  31,   1995,
    Institutional Shares fully waived its shareholder services fee.
    TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES--Federated Services
    Company  ("FServ") serves as transfer and  dividend disbursing agent for the
    Fund. This  fee is  based on  the size,  type, and  number of  accounts  and
    transactions made by shareholders.

    PORTFOLIO  ACCOUNTING  FEES--FServ  also  maintains  the  Fund's  accounting
    records for which it receives  a fee. The fee is  based on the level of  the
    Fund's average daily net assets for the period, plus out-of-pocket expenses.

    ORGANIZATIONAL  EXPENSES--Organizational  expenses  of  $33,493  were  borne
    initially by the Adviser. The Fund  has agreed to reimburse the Adviser  for
    the  organizational expenses during the five year period following effective
    date. For the period ended October  31, 1995, the Fund paid $6,699  pursuant
    to this agreement.

    INTERFUND  TRANSACTIONS--During the  year ended  October 31,  1995, the Fund
    engaged in purchase  and sale  transactions with  funds that  have a  common
    investment adviser, common Directors/Trustees, and/or common officers. These
    transactions  were made at current market value pursuant to Rule 17a-7 under
    the Act amounting to $133,100,000 and $139,755,000, respectively.

    GENERAL--Certain of the Officers and Trustees of the Trust are Officers  and
    Directors or Trustees of the above companies.

                                       27
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholders and Board of Trustees of
FEDERATED MUNICIPAL TRUST
(Virginia Municipal Cash Trust):
We have audited the accompanying statement of assets and liabilities of Virginia
Municipal  Cash Trust (an  investment portfolio of  Federated Municipal Trust, a
Massachusetts business trust), including the schedule of portfolio  investments,
as  of October 31, 1995,  the related statement of  operations for the year then
ended, and the statement of changes in net  assets for each of the two years  in
the  period then ended and  the financial highlights (see pages  2 and 15 of the
prospectus) for the periods presented. These financial statements and  financial
highlights  are the responsibility of the Trust's management. Our responsibility
is to express an opinion on these financial statements and financial  highlights
based on our audits.

We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable  assurance  about  whether  the  financial  statements  and financial
highlights are free of material misstatement. An audit includes examining, on  a
test  basis, evidence  supporting the amounts  and disclosures  in the financial
statements. Our  procedures  included confirmation  of  securities owned  as  of
October  31, 1995, by correspondence with  the custodian. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the  financial statements and  financial highlights referred  to
above  present  fairly,  in all  material  respects, the  financial  position of
Virginia Municipal Cash  Trust (an investment  portfolio of Federated  Municipal
Trust)  as of October 31, 1995, the results  of its operations for the year then
ended, and the changes in its net assets for each of the two years in the period
then ended and the financial highlights for the periods presented, in conformity
with generally accepted accounting principles.

                                          ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania,
December 15, 1995

                                       28
<PAGE>
ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                   <C>
Virginia Municipal Cash Trust
              Institutional Shares                    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 8600
                                                      Boston, MA 02266-8600
- --------------------------------------------------------------------------------

Transfer Agent and Dividend Disbursing Agent
              Federated Services Company              P.O. Box 8600
                                                      Boston, MA 02266-8600
- --------------------------------------------------------------------------------

Independent Public Accountants
              Arthur Andersen LLP                     2100 One PPG Place
                                                      Pittsburgh, PA 15222
- --------------------------------------------------------------------------------
</TABLE>


                                       29
<PAGE>
<TABLE>
<S>                                     <C>
- --------------------------------------------------------------------------------
                                        VIRGINIA MUNICIPAL
                                        CASH TRUST
                                        INSTITUTIONAL SHARES

                                        PROSPECTUS
                                        A Non-Diversified Portfolio of
                                        Federated Municipal Trust,
                                        an Open-End Management
                                        Investment Company
                                        Prospectus dated December 31, 1995
</TABLE>


[FEDERATED SECURITIES CORP. LOGO]
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           Cusip 314229816
           3080501A-IS (12/95)             [RECYCLED PAPER LOGO]
                                           RECYCLED
                                           PAPER


                        VIRGINIA MUNICIPAL CASH TRUST
                 (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
                            INSTITUTIONAL SHARES
                        INSTITUTIONAL SERVICE SHARES
                     STATEMENT OF ADDITIONAL INFORMATION
   This  Statement of Additional Information should be read with the
   prospectuses of Virginia Municipal Cash Trust (the "Fund"), a portfolio of
   Federated Municipal Trust ( the "Trust") dated December 31, 1995. This
   Statement is not a prospectus.  You may request a copy of a prospectus or
   a paper copy of this Statement, if you have received it electronically,
   free of charge by calling 1-800-235-4669.

   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779

                                                                       Statem
                          ent dated December 31, 1995.
Federated Securities Corp.
DISTRIBUTOR
A SUBSIDIARY OF Federated Investors
INVESTMENT POLICIES              1

 Acceptable Investments          1
 Participation Interests         1
 Municipal Leases                1
 Ratings                         1
 When-Issued And Delayed Delivery
  Transactions                   1
 Repurchase Agreements           2
 Reverse Repurchase Agreements   2
 Credit Enhancement              2
VIRGINIA INVESTMENT RISKS        2

INVESTMENT LIMITATIONS           3

FEDERATED MUNICIPAL TRUST MANAGEMENT
                                 5

 The Funds                       9
 Share Ownership                 9
 Trustees Compensation          10
 Trustee Liability              10
INVESTMENT ADVISORY SERVICES    11

 Investment Adviser             11
 Advisory Fees                  11
BROKERAGE TRANSACTIONS          11

OTHER SERVICES                  12

 Fund Administration            12
 Custodian and Portfolio
  Recordkeeper                  12
 Transfer Agent                 12



 Independent Public Accountants 12
SHAREHOLDER SERVICES AGREEMENT  12

DETERMINING NET ASSET VALUE     12

REDEMPTION IN KIND              13

MASSACHUSETTS PARTNERSHIP LAW   13

THE FUND'S TAX STATUS           13

PERFORMANCE INFORMATION         13

 Yield                          13
 Effective Yield                13
 Tax-Equivalent Yield           14
 Tax-Equivalency Table          14
 Total Return                   14
 Performance Comparisons        15
ABOUT FEDERATED INVESTORS       15

 Mutual Fund Market             15
 Institutional Clients          15
 Trust Organizations            16
 Broker/Dealers and Bank
  Broker/Dealer Subsidiaries    16
APPENDIX                        17



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 participation interests having a seven day demand feature, 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.
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, or 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."
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,
brokers/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.
REVERSE REPURCHASE AGREEMENTS
The Fund may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement, the Fund transfers possession of a portfolio instrument in return
for a percentage of the instrument's market value in cash and agrees that on
a stipulated date in the future the Fund will repurchase the portfolio
instrument by remitting the original consideration plus interest at an agreed
upon rate. The use of reverse repurchase agreements may enable the Fund to
avoid selling portfolio instruments at a time when a sale may be deemed to be
disadvantageous, but does not ensure this result. When effecting reverse
repurchase agreements, liquid assets of the Fund, in a dollar amount
sufficient to make payment for the obligations to be purchased, are:
segregated on the Fund's records at the trade date; marked to market daily;
and maintained until the transaction is settled.
CREDIT ENHANCEMENT
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.
VIRGINIA INVESTMENT RISKS

The Commonwealth of Virginia's credit strength is derived from a diversified
economy, above median wealth levels, relatively low unemployment rates,
conservative financial management, and a low debt burden.  The Commonwealth
benefits from its proximity to the nations capital and its employment base
remains substantially tied to government and defense-related industries (25%
of the Commonwealth's earnings are derived from government vs. a 16% average
for the U.S.).  Although defense cutbacks and base closings have left
Virginia relatively unscathed in recent years, the potential for future
closings and cutbacks remains alive; consequently, Virginia's legislators
have been budgeting conservative growth in the future and have implemented
spending restraints.  Additionally, the Commonwealth has recently implemented
policies that substantially lengthen prison sentences, and these changes will
necessitate building a large number of correctional facilities in the next
few years.  Consequently, the need for financial discipline remains.  To
counter the contracting defense/government related declines, the Commonwealth
is actively seeking economic diversification, focusing particularly on high
technology, trade, and tourism.  These efforts have met with recent success:
Motorola and an IBM/Toshiba joint venture have committed to build large
factories in Virginia which together are expected to create over 6,000 new
jobs.
Virginia remains a conservative debt issuer and maintains debt levels that
are low in relation to its substantial resources.  The Commonwealth actively



manages its debt position and continually demonstrates its ability and
willingness to adjust financial planning and budgeting to preserve financial
balance.  In 1991, the Commonwealth established a Debt Capacity Advisory
Committee which annually estimates the amount of tax-supported debt that the
Commonwealth can prudently authorize, issue, and support.  The Commonwealth
and the Committee have decided that the ratio of debt service to revenues
should be maintained below 5%.  Such conservative policies have had the
effect of turning a modest deficit in 1992 to a modest surplus in both 1993
and 1994.  Similar results are expected in fiscal year 1995.
The Fund's concentration in securities issued by the Commonwealth and its
political subdivisions provide a greater level of risk than a fund which is
diversified across a number of states and municipal entities.  The ability of
the Commonwealth or its municipalities to meet their obligations will depend
on the availability of tax and other revenues; economic, political, and
demographic conditions within the Commonwealth; and the underlying fiscal
condition of the Commonwealth, its counties, and its municipalities.
INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN
The Fund will not sell any securities short or purchase any securities on
margin but may obtain such short-term credits as may be necessary for the
clearance of transactions.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Fund will not issue senior securities except that the Fund may borrow
money directly or through reverse repurchase agreements in amounts up to one-
third of the value of its net assets, including the amounts borrowed.
The Fund will not borrow money or engage in reverse repurchase agreements for
investment leverage, but rather as a temporary, extraordinary, or emergency



measure or to facilitate management of the portfolio by enabling the Fund to
meet redemption requests when the liquidation of portfolio securities is
deemed to be inconvenient or disadvantageous. The Fund will not purchase any
securities while borrowings in excess of 5% of its total assets are
outstanding.
PLEDGING ASSETS
The Fund will not mortgage, pledge, or hypothecate any assets except to
secure permitted borrowings. In those cases, it may pledge assets having a
market value not exceeding the lesser of the dollar amounts borrowed or 15%
of the value of its total assets at the time of the pledge.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets, except that it may acquire publicly
or nonpublicly issued Virginia municipal securities or temporary investments
or enter into repurchase agreements, in accordance with its investment
objective, policies, limitations and its 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 or real estate limited
partnerships, although it may invest in securities of issuers whose business
involves the purchase or sale of real estate or in securities which are
secured by real estate or interests in real estate.
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 purchase securities if, as a result of such purchase, 25%
or more of the value of its total assets would be invested in any one
industry or in industrial development bonds or other securities, the interest
upon which is paid from revenues of similar types of projects. However, the
Fund may invest as temporary investments more than 25% of the value of its
assets in cash or cash items, securities issued or guaranteed by the U.S.
government, its agencies, or instrumentalities, or instruments secured by
these money market instruments, such as repurchase agreements.
The above 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.
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 AND TRUSTEES OF
THE TRUST
The Fund will not purchase or retain the securities of any issuer if the
Officers and Trustees of the Trust or its investment adviser, owning
individually more than .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 did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present intent
to do so during the coming fiscal year.



REGULATORY COMPLIANCE
The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in the
prospectus and this 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. 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 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, BIRTHDATES, 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. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;



Chief Executive Officer and Director, Trustee, or Managing General Partner of
the Funds. Mr. Donahue is the father of J. Christopher Donahue, Executive
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.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee



Professor of Medicine and Member, Board of Trustees, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center -
Downtown; Member, 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; Shareholder, Henny, Kochuba, 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.


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.




Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 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.



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


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, International Politics and Management Consultant; Trustee,
Carnegie Endowment for International Peace, RAND Corporation, Online Computer
Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management
Center; Director, Trustee, or Managing General Partner of the Funds;
President Emeritus, University of Pittsburgh; founding Chairman, National
Advisory Council for Environmental Policy and Technology and Federal
Emergency Management Advisory Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.






J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global 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  of
the Company.


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



Administrative Services; Trustee or Director of some of the Funds; President,
Executive Vice President and Treasurer of some of the Funds.


 Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.


David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors;
Controller, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.;  Senior Vice
President, Federated Shareholder Services; Vice President, Federated
Administrative Services; Treasurer of some of the Funds.



John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global Research
Corp.; Trustee, Federated Services Company; Executive Vice President,
Secretary, and Trustee, Federated Administrative Services; President and
Trustee, Federated Shareholder Services; Director, Federated Securities
Corp.; Executive 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.
THE FUNDS
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 Government Money Trust; Blanchard Funds; Blanchard
Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated
ARMs Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated
GNMA Trust; Federated Government Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index Trust;



Federated Institutional Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Term Municipal Trust;  Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated
Total Return Series, Inc.; Federated U.S. Government Bond Fund; Federated
U.S. Government Securities Fund: 1-3 Years; Federated U.S. Government
Securities Fund: 3-5 Years; Federated U.S. Government Securities Fund: 5-10
Years; 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; 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; 111 Corcoran
Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; Star Funds;
The Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.;
Targeted Duration Trust; Tax-Free Instruments Trust; 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;
World Investment Series, Inc.
SHARE OWNERSHIP
Officers and Trustees own less than 1% of the Trust`s outstanding shares.
As of December 4, 1995, the following shareholder(s) of record owned 5% or
more of the outstanding Institutional Shares of the Fund: Firstblue &
Company, Bluefield, West Virginia, owned approximately 1,795,852 shares



(7.09%); VATCO, Richland, Virginia, owned approximately 3,960,284 shares
(15.64%); Nabaf & Company, Fredericksburg, Virginia, owned approximately
2,036,578 shares (8.04%); Planta & Co., Staunton, Virginia, owned
approximately 1,538,550 shares (6.07%); Hamac & Co., Richmond, Virginia,
owned approximately 7,973,155 shares (31.48%); Comfort & Co., Hampton,
Virginia, owned approximately 3,915,657 shares (15.46%); and Chesnat,
Kilmarnock, Virginia, owned approximately 1,363,036 shares(5.89%).


TRUSTEES COMPENSATION


                  AGGREGATE
NAME ,          COMPENSATION
POSITION WITH       FROM          TOTAL COMPENSATION PAID
CORPORATION      CORPORATION*#      FROM FUND COMPLEX +


John F. Donahue, $0        $0 for the Fund and
Chairman and Director         68 other investment companies in the Fund
Complex
Thomas G. Bigley,$2,458    $20,688 for the Fund and
Director                   49 other investment companies in the Fund Complex
John T. Conroy,  $3,520    $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
William J. Copeland,       $3,520  $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
James E. Dowd,   $3,520    $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex



Lawrence D. Ellis, M.D.,   $3,266  $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.,   $3,520  $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
Peter E. Madden, $2,757    $90,563 for the Fund and
Director                   64 other investment companies in the Fund Complex
Gregor F. Meyer, $3,166    $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex
John E. Murray, Jr.,       $1,762  $0 for the Fund and
Director                   64 other investment companies in the Fund Complex
Wesley W. Posvar,$3,166    $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex
Marjorie P. Smuts,         $3,166  $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex


*Information is furnished for the fiscal year ended October 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of
15 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 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.
For the fiscal years ended October 31, 1995 and 1994, the adviser earned
$514,947 and $470,783, respectively, of which          $224,073 and $435,418,
respectively, was voluntarily waived.
  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.
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.  For the fiscal years
ended October 31, 1995 and 1994, the Fund paid no brokerage commissions.
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.
OTHER SERVICES

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. Prior to March 1, 1994, Federated Administrative
Services, Inc., also a subsidiary of Federated Investors, served as the
Fund's Administrator. (For purposes of this Statement of Additional
Information, Federated Administrative Services and Federated Administrative
Services, Inc. may hereinafter collectively be referred to as the



"Administrators".) For the fiscal year ended October 31, 1995, the
Administrators collectively earned $155,000. For the fiscal year ended
October 31, 1994, Federated Administrative Services, Inc. earned $145,109.
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.
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.
TRANSFER AGENT
As transfer agent, Federated Services Company  maintains all necessary
shareholder records. For its services, the transfer agent receives a fee
based on size, type, and number of accounts and transactions made by
shareholders.
INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for the Fund are Arthur Andersen  LLP,
Pittsburgh, PA.
SHAREHOLDER SERVICES AGREEMENT

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 Trustees expect 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. For the
fiscal period ended October 31, 1995, the Fund paid shareholder service fees
in the amount of $59,585 and $262,256, respectively, on behalf of
Institutional Shares and Institutional Service Shares, respectively, of which
$59,585 and $157,354, respectively, was voluntarily waived.
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.



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.
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 Fund calculates its yield based upon the seven days ending on the day of
the calculation, called the "base period." This yield is computed by:
determining the net change in the value of a hypothetical account with a
balance of one share at the beginning of the base period, with the net change
excluding capital changes but including the value of any additional shares
purchased with dividends earned from the original one share and 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.
For the seven-day period ended October 31, 1995, the yields for Institutional
Shares and Institutional Service Shares were 3.52% and 3.42%, respectively.
EFFECTIVE YIELD
The Fund calculates its effective yield 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.
For the seven-day period ended October 31, 1995, the effective yields for
Institutional Shares and Institutional Service Shares were 3.58% and 3.48%,
respectively.
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.
For the seven-day period ended October 31, 1995 , the tax-equivalent yields
for Institutional Shares and Institutional Service Shares were 6.44% and
6.26%, respectively.
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 VIRGINIA


                 COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
              20.75%   33.75%    36.75%     41.75%      45.35%


    JOINT       $1-  $39,001-   $94,251-   $143,601-     OVER
    RETURN    39,000  94,250    143,600     256,000    $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



     3.50%     4.42%    5.28%     5.53%      6.01%       6.40%
     4.00%     5.05%    6.04%     6.32%      6.87%       7.32%
     4.50%     5.68%    6.79%     7.11%      7.73%       8.23%
     5.00%     6.31%    7.55%     7.91%      8.58%       9.15%
     5.50%     6.94%    8.30%     8.70%      9.44%      10.06%
     6.00%     7.57%    9.06%     9.49%     10.30%      10.98%
     6.50%     8.20%    9.81%    10.28%     11.16%      11.89%
     7.00%     8.83%   10.57%    11.07%     12.02%      12.81%
     7.50%     9.46%   11.32%    11.86%     12.88%      13.72%
     8.00%    10.09%   12.08%    12.65%     13.73%      14.64%

    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 the Fund.
*Some portion of the Fund's income may be subject to the federal alternative
minimum tax and state and local 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.
For the one-year period ended October 31, 1995, and for the period from
September 16, 1993 (date of initial public investment) through  October 31,
1995, the average annual total returns were 3.56% and 3.05%, respectively,
for Institutional Shares, and were 3.46% and 2.93%, respectively, for
Institutional Service Shares.
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.
 ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is reflected
in its investment decision making-structured, straightforward, and



consistent.  This has resulted in a history of competitive performance with a
range of competitive investment products that have gained the confidence of
thousands of clients and their customers.
The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research.  Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund.  Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market funds,
a principal means used by money managers today to value money market fund
shares.  Other innovations include the first institutional tax-free money
market fund.  As of December 31, 1994, Federated Investors managed more than
$31 billion in assets across approximately 43 money market funds, including
17 government, 8 prime and 18 municipal with assets approximating $17
billion, $7.4 billion and $6.6 billion, respectively.
J. Thomas Madden, Executive Vice President, oversees Federated Investors's
equity and high yield corporate bond management while William D. Dawson,
Executive Vice President, oversees Federated Investors's domestic fixed
income management.  Henry A. Frantzen, Executive Vice President, oversees the
management of Federated Investors's international portfolios.
MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial
goals through mutual funds. These investors, as well as businesses and
institutions, have entrusted over $2 trillion to the more than 5,500 funds
available.*



Federated Investors Investors, through its subsidiaries, distributes mutual
funds for a variety of investment applications.  Specific markets include:
INSTITUTIONAL CLIENTS
Federated Investors meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for a
variety of applications, including defined benefit and defined contribution
programs, cash management, and asset/liability management.  Institutional
clients include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial
advisors.  The marketing effort to these  institutional clients is headed by
John B. Fisher, President, Institutional Sales Division.
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations.  Virtually all of the trust divisions of the
top 100 bank holding companies use Federated Investors funds in their
clients' portfolios.  The marketing effort to trust clients is headed by Mark
R. Gensheimer, Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated Investors mutual funds are available to consumers through major
brokerage firms nationwide--including 200 New York Stock Exchange firms--
supported by more wholesalers than any other mutual fund distributor.  The
marketing effort to these firms is headed by James F. Getz, President,
Broker/Dealer Division.



*Source:  Investment Company Institute





APPENDIX


STANDARD & POOR'S RATINGS GROUP
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
A  Standard & Poor's Ratings Group  (S&P) note  rating reflects the liquidity
concerns and market access risks unique to notes.
SP-1      Very strong or strong capacity to pay principal and interest.
   Those issues determined to possess overwhelming safety characteristics
   will be given a plus sign (+) designation.
SP-2      Satisfactory capacity to pay principal and interest.
VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
S&P assigns dual ratings to all long-term debt issues that have as part of
their provisions a variable rate demand feature.  The first rating (long-term
rating) addresses the likelihood of repayment of principal and interest when
due, and the second rating (short-term rating) describes the demand
characteristics.  Several examples are AAA/A-1+, AA/A-1+, A/A-1.  (The
definitions for the long-term and the short-term ratings are provided below.)
COMMERCIAL PAPER (CP) RATINGS
An  S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
A-1       This highest category indicates that the degree of safety regarding
   timely payment is strong. Those issues determined to possess extremely
   strong safety characteristics are denoted with a plus sign (+)
   designation.



A-2       Capacity for timely payment on issues with this designation is
   satisfactory.  However, the relative degree of safety is not as high as
   for issues designated A-1.
LONG-TERM DEBT RATINGS
AAA  Debt rated "AAA" has the highest rating assigned by S&P.  Capacity to
pay interest and    repay principal is extremely strong.
AA   Debt rate "AA" has a very strong capacity to pay interest and repay
principal and differs    from the highest    rated issues only in small
degree.
A  Debt rated "A" has a strong capacity to pay interest and repay principal
   although it is somewhat more susceptible to the adverse effects of
   changes in circumstances and economic conditions than debt in higher
   rated categories.
MOODY'S INVESTORS SERVICE, INC.
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
Moody's Investor Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG) (see below). The purpose of the MIG or
VMIG ratings is to provide investors with a simple system by which the
relative investment qualities of short-term obligations may be evaluated.
MIG1      This designation denotes best quality.  There is present strong
     protection by established cash flows, superior liquidity support or
     demonstrated broad based access to the market for refinancing.
MIG2      This designation denotes high quality.  Margins of protection are
     ample although not so large as in the preceding group.


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



Short-term ratings on issues with demand features are differentiated by the
use of the VMIG symbol to reflect such characteristics as payment upon
periodic demand rather than fixed maturity dates and payment relying on
external liquidity.  In this case, two ratings are usually assigned, (for
example, AAA/VMIG-1); the first representing an evaluation of the degree of
risk associated with scheduled principal and interest payments, and the
second representing an evaluation of the degree of risk associated with the
demand feature.  The VMIG rating can be assigned a 1 or 2 designation using
the same definitions described above for the MIG rating.
COMMERCIAL PAPER (CP) RATINGS
P-1            Issuers rated PRIME-1 (or related supporting institutions)
     have a superior capacity for repayment of short-term promissory
     obligations. PRIME-1 repayment capacity will normally be evidenced by
     the following characteristics: leading market positions in well
     established industries, high rates of return on funds  employed,
     conservative capitalization structure with moderate reliance on debt and
     ample asset protection, broad margins in earning coverage of fixed
     financial charges and high internal cash generation, well-established
     access to a range of financial markets and assured sources of alternate
     liquidity
P-2            Issuers rated PRIME-2 (or related supporting institutions)
     have a strong capacity for repayment of short-term promissory
     obligations.  This will normally be evidenced by many of the
     characteristics cited above, but to a lesser degree. Earnings trends and
     coverage ratios, while sound, will be more subject to variation.
     Capitalization characteristics, while still appropriate, may be more
     affected by external conditions.  Ample alternate liquidity is
     maintained.



LONG-TERM DEBT RATINGS
AAA            Bonds which are rated AAA are judged to be of the best
     quality. They carry the smallest degree of investment  risk and are
     generally referred to as "gilt edged." Interest payments are protected
     by a large or by an exceptionally stable margin and principal is secure.
     While the various protective elements are likely to change, such changes
     is can be visualized are most unlikely to impair the fundamentally
     strong position of  such issues.
AA   Bonds which are rated AA are judged to be of high quality by all
     standards.  Together with the AAA group, they comprise what are
     generally known as high grade bonds.  They are rated lower than the best
     bonds because margins of protection may not be as large as in AAA
     securities or fluctuation of protective elements  may be of greater
     amplitude or there may be other elements present which make the long-
     term risks appear   somewhat larger than in AAA securities.
A    Bonds which are rated A possess many favorable investment attributes and
     are to be considered as upper medium grade obligations. Factors giving
     security to principal and interest are considered adequate but elements
     may be present which suggest a susceptibility to impairment sometime in
     the future.
NR   Indicates that both the bonds and the obligor or credit enhancer are not
     currently rated by S&P or Moody's with respect to short-term
     indebtedness.  However, management considers them to be of comparable
     quality to securities rated A-1 or P-1.
NR(1)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AAA" by S&P or "AAA" by Moody's.
NR(2)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AA" by S&P or "AA" by Moody's.



NR(3)     The underlying issuer/obligor/guarantor has other outstanding debt
rated "A" by S&P or Moody's.

314229824
314229816



   


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

The  shares  of  Alabama  Municipal  Cash Trust  (the  "Fund")  offered  by this
prospectus represent  interests  in  a non-diversified  portfolio  of  Federated
Municipal  Trust  (the "Trust"),  an open-end  management investment  company (a
mutual fund).  The  Fund  invests  primarily  in  short-term  Alabama  municipal
securities,  including securities of states, territories, and possessions of the
United States which are not issued by or on behalf of Alabama, or its  political
subdivisions  and financing  authorities, but  which provide  income exempt from
federal regular income tax and  the income tax imposed  by the State of  Alabama
consistent with stability of principal.

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 December 31,
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,
or a  paper  copy of  this  prospectus, if  you  have received  your  prospectus
electronically,  free  of  charge  by calling  1-800-235-4669.  To  obtain other
information, or make inquiries about the  Fund, contact the Fund at the  address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S>                                      <C>
SUMMARY OF FUND EXPENSES                         1
- --------------------------------------------------
FINANCIAL HIGHLIGHTS                             2
- --------------------------------------------------
GENERAL INFORMATION                              3
- --------------------------------------------------
INVESTMENT INFORMATION                           3
- --------------------------------------------------
  Investment Objective                           3
  Investment Policies                            3
  Alabama Municipal Securities                   6
  Investment Risks                               6
  Non-Diversification                            7
  Investment Limitations                         7
FUND INFORMATION                                 7
- --------------------------------------------------
  Management of the Fund                         7
  Distribution of Shares                         8
  Administration of the Fund                     9
NET ASSET VALUE                                  9
- --------------------------------------------------
HOW TO PURCHASE SHARES                           9
- --------------------------------------------------
  Special Purchase Features                     10

HOW TO REDEEM SHARES                            10
- --------------------------------------------------
  Special Redemption Features                   12

ACCOUNT AND SHARE INFORMATION                   12
- --------------------------------------------------
TAX INFORMATION                                 13
- --------------------------------------------------
  Federal Income Tax                            13
  State and Local Taxes                         13

PERFORMANCE INFORMATION                         14
- --------------------------------------------------
FINANCIAL STATEMENTS                            15
- --------------------------------------------------
REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                   29
- --------------------------------------------------
ADDRESSES                                       30
- --------------------------------------------------
</TABLE>


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

<CAPTION>

                                 ANNUAL FUND OPERATING EXPENSES
                             (As a percentage of average net assets)
<S>                                                                                     <C>        <C>
Management Fee (after waiver) (1)................................................................      0.13%
12b-1 Fee........................................................................................       None
Total Other Expenses.............................................................................      0.46%
  Shareholder Services Fee (after waiver) (2).........................................      0.18%
        Total Operating Expenses (3).............................................................      0.59%
</TABLE>


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

(2)  The maximum shareholder services fee is 0.25%.

(3)  The total  operating expenses  in the  table above  are based  on  expenses
     expected  during  the  fiscal  year  ending  October  31,  1996.  The total
     operating expenses were 0.48%  for the fiscal year  ended October 31,  1995
     and  would have been 0.92% absent the voluntary waivers of a portion of the
     management fee and a portion of the shareholder services fee.

   The purpose  of this  table is  to assist  an investor  in understanding  the
various  costs and  expenses that  a shareholder of  the Fund  will bear, either
directly or indirectly. For more complete descriptions of the various costs  and
expenses,  see  "Fund Information."  Wire-transferred  redemptions of  less than
$5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
EXAMPLE                                                             1 YEAR     3 YEARS    5 YEARS   10 YEARS
- -----------------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                                <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of
each time period.................................................     $6         $19        $33        $74
</TABLE>


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

                                       1
ALABAMA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 29.
<TABLE>
<CAPTION>
                                                      YEAR ENDED OCTOBER 31,
                                                    ---------------------------
                                                        1995         1994(a)
                                                    ------------   ------------
<S>                                                 <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD                $   1.00       $   1.00
- --------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------
  Net investment income                                 0.04           0.02
- --------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------
  Distributions from net investment income             (0.04)         (0.02)
- --------------------------------------------------  ------------   ------------
NET ASSET VALUE, END OF PERIOD                      $   1.00       $   1.00
- --------------------------------------------------  ------------   ------------
                                                    ------------   ------------
TOTAL RETURN (b)                                        3.66%          2.31%
- --------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------
  Expenses                                              0.48%          0.36%*
- --------------------------------------------------
  Net investment income                                 3.59%          2.67%*
- --------------------------------------------------
  Expense waiver/reimbursement (c)                      0.44%          0.62%*
- --------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------
  Net assets, end of period (000 omitted)           $209,490       $142,804
- --------------------------------------------------
</TABLE>


*   Computed on an annualized basis.

(a)  Reflects operations for the  period from December 3,  1993 (date of initial
    public investment) to  October 31, 1994.  For the period  from November  29,
    1993  (start of  business) to  December 3, 1993  the Fund  had no investment
    activity.

(b) Based  on net  asset  value, which  does not  reflect  the sales  charge  or
    contingent deferred sales charge, if applicable.

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

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

                                       2
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 Alabama  municipal  securities.  The  Fund  may  not  be  a  suitable
investment  for retirement plans or for non-Alabama 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 income tax imposed by the State of Alabama consistent
with stability of principal. 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  complying with  the various
requirements of  Rule  2a-7 under  the  Investment  Company Act  of  1940  which
regulates  money market  mutual funds and  by following  the investment policies
described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of Alabama
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 Alabama state income tax or so that at least 80%
of its net assets is invested in obligations, the interest income from which  is
exempt  from  federal regular  and Alabama  state  income tax.  (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  Alabama and  its  political  subdivisions  and financing
authorities, and obligations  of other states,  territories, and possessions  of
the  United  States,  including  the District  of  Columbia,  and  any political
subdivision or financing authority of any of these, the income from which is, in
the opinion of

                                       3
qualified legal  counsel, exempt  from federal  regular income  tax and  Alabama
income  tax  ("Alabama  Municipal Securities").  Examples  of  Alabama Municipal
Securities include, but are not limited to:

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

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

    - municipal commercial paper and other short-term notes;

    - variable rate demand notes;

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

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

    VARIABLE  RATE DEMAND NOTES.  Variable  rate demand notes are long-term 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 Alabama
    Municipal Securities  from financial  institutions  such as  commercial  and
    investment  banks,  savings  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  Alabama 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. Lease  obligations may be  subject to periodic appropriation.
    Municipal leases  are subject  to certain  specific risks  in the  event  of
    default or failure of appropriation.

CREDIT  ENHANCEMENT.    Certain  of the  Fund's  acceptable  investments  may be
credit-enhanced by a guaranty, letter  of credit, or insurance. Any  bankruptcy,
receivership, or default of the party

                                       4
providing   the  credit  enhancement  will  adversely  affect  the  quality  and
marketability of the underlying security.

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

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

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, all of comparable quality
to other securities in which the Fund invests, such as: obligations issued by or
on behalf of municipal or corporate issuers; 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

                                       5
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 Alabama
Municipal Securities is subject to the federal alternative minimum tax.

ALABAMA MUNICIPAL SECURITIES

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

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

The  two principal classifications of  Alabama 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  Alabama  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 Alabama  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  Alabama
Municipal Securities acceptable for purchase by the Fund could become limited.

The  Fund may invest in Alabama 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
Alabama  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 Alabama  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

                                       6
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 directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of its cash value  with an agreement  to buy it  back on a  set date) or  pledge
securities  except,  under  certain circumstances,  the  Fund may  borrow  up to
one-third of the value of its net assets and pledge assets not exceeding 15%  of
the  value  of its  total  assets to  secure  such borrowings.  These investment
limitations cannot be changed without shareholder approval.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES.  The Fund 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.

                                       7
    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. With over $72 billion invested across more
    than 260 funds under management  and/or administration by its  subsidiaries,
    as  of December 31, 1994,  Federated Investors is one  of the largest mutual
    fund investment  managers  in  the  United  States.  With  more  than  1,750
    employees,  Federated continues to be led  by the management who founded the
    company in 1955. Federated funds are presently at work in and through  4,000
    financial    institutions   nationwide.   More   than   100,000   investment
    professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes  recognize  that  such  persons  owe  a  fiduciary  duty  to  the   Fund's
shareholders  and  must  place  the  interests  of  shareholders  ahead  of  the
employees' own interest. Among other things, the codes: require preclearance and
periodic  reporting  of  personal  securities  transactions;  prohibit  personal
transactions  in securities  being purchased  or sold,  or being  considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial  public
offerings;  and prohibit taking  profits on securities held  for less than sixty
days. Violations of the codes are subject  to review by the Trustees, and  could
result in severe penalties.

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.

State  securities  laws  may  require  certain  financial  institutions  such as
depository institutions to register as dealers.

SHAREHOLDER SERVICES.    The  Fund  has  entered  into  a  Shareholder  Services
Agreement  with  Federated  Shareholder  Services,  a  subsidiary  of  Federated
Investors, under which the Fund may make payments up to .25 of 1% of the average
daily net asset value of shares, computed  at an annual rate, to obtain  certain
personal  services for shareholders  and provide the  maintenance of shareholder
accounts ("shareholder services").  From time to  time and for  such periods  as
deemed  appropriate, the amount  stated above may  be reduced voluntarily. Under
the Shareholder Services Agreement,  Federated Shareholder Services will  either
perform  shareholder services directly or  will select financial institutions to
perform shareholder  services. Financial  institutions will  receive fees  based
upon  shares owned by their clients or customers. The schedules of such fees and
the basis upon

                                       8
which such fees will be  paid will be determined from  time to time by the  Fund
and Federated Shareholder Services.
SUPPLEMENTAL  PAYMENTS  TO  FINANCIAL  INSTITUTIONS.   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.

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


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

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, Monday  through Friday, except  on New  Year's Day, Presidents'
Day, Good Friday, Memorial Day,  Independence Day, Labor Day, Thanksgiving  Day,
and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

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  is  open for  business. Shares  may be  purchased as  described below,
either 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 or more

                                       9
within a  90-day period.  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  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 purchase
shares through a  financial institution  which has  a sales  agreement with  the
distributor.  Orders 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.  Shares may be purchased by wire by calling the  Fund
before  1:00 p.m. (Eastern time). The  order is considered received immediately.
Payment by federal  funds must be  received before 3:00  p.m. (Eastern time)  in
order to begin earning dividends 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:  Alabama Municipal Cash  Trust;
Fund  Number (this number can be found on the account statement or by contacting
the Fund.); Group Number or Order  Number; Nominee or Institution Name; and  ABA
Number  011000028.  Shares cannot  be purchased  by wire  on holidays  when wire
transfers are restricted. Questions on wire purchases should be directed to your
shareholder services  representative  at the  telephone  number listed  on  your
account statement.

PURCHASING  SHARES BY  CHECK.  Shares  may be  purchased by sending  a check to:
Federated Services  Company, P.O.  Box 8600,  Boston, MA  02266-8600. The  check
should  be  made payable  to  Alabama Municipal  Cash  Trust. Please  include an
account number on the check. 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  an Automated Clearing
House ("ACH") member and  invested in Fund  shares. Shareholders should  contact
their financial institution 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

                                       10
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 dividend. Proceeds from
redemption requests received  after that  time include that  day's dividend  but
will  be wired  the following  business day.  Proceeds from  redemption requests
received on  holidays when  wire  transfers are  restricted  will be  wired  the
following  business day. Questions about telephone redemptions on days when wire
transfers are  restricted  should  be  directed  to  your  shareholder  services
representative  at the telephone number listed  on your account statement. Under
limited circumstances,  arrangements  may  be  made  with  the  distributor  for
same-day  payment  of  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  to:  Federated Services  Company,  P.O. Box  8600,  Boston, MA
02266-8600. If  share  certificates  have  been  issued,  they  should  be  sent
unendorsed  with  the written  request by  registered or  certified mail  to the
address noted above.

The written request should state: the Fund name; 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. Normally, a  check for  the proceeds is
mailed within one business day, but in no event more than seven days, after  the
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 association whose deposits are insured
by  an  organization  which is  administered  by the  Federal  Deposit Insurance
Corporation; a member firm of a domestic stock exchange; or any other  "eligible
guarantor

                                       11
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. Shareholder accounts will continue to
receive the daily dividend declared on the shares to be redeemed until the check
is presented  to UMB  Bank, N.A.,  the bank  responsible for  administering  the
checkwriting  program, for payment. However, checks should never be made payable
or sent to UMB Bank, N.A. or the Fund  to redeem shares, and a check may not  be
written to close an account.

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
institutions or the Fund.

ACCOUNT AND SHARE 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  all
transactions as well as dividends paid during the month.

ACCOUNTS  WITH LOW BALANCES.  Due to  the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds  to
the  shareholder if the account balance falls  below a required minimum value of
$10,000 due to shareholder redemptions. Before  shares are redeemed to close  an
account,  the shareholder is notified in writing and allowed 30 days to purchase
additional shares to meet the minimum requirement.

VOTING RIGHTS.   Each shareholder has  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. The
Trust is not required to hold annual shareholder meetings. Shareholder  approval
will be sought only

                                       12
for  certain changes in the Trust's or  the Fund's operation and for election of
Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be  called by the Trustees  upon the written request  of
shareholders owning at least 10% of the outstanding shares of the Trust.

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

FEDERAL INCOME TAX

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

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

Shareholders  are not  required to  pay the  federal regular  income tax  on any
dividends received  from the  Fund  that represent  net interest  on  tax-exempt
municipal   bonds.  However,  under  the  Tax  Reform  Act  of  1986,  dividends
representing net  interest earned  on 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
Alabama.  Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.

ALABAMA TAXES.  Under existing Alabama laws, distributions made by the Fund will
be not be  subject to  Alabama personal  income taxes  to the  extent that  such
distributions  are attributable to interest earned  on obligations that would be
exempt from Alabama personal income taxes if held directly by shareholders (such
as obligations of Alabama or its political subdivisions, of the United States or
of certain territories or possessions of the United States). Conversely, to  the
extent that distributions

                                       13
made by the Fund are derived from other types of obligations, such distributions
will be subject to Alabama personal income taxes.
Shareholders  may exclude from the  share value of the  Fund, for purpose of the
Alabama personal property tax,  that portion of the  total share value which  is
attributable   to  the  value  of  obligations   of  Alabama  or  its  political
subdivisions, of the United States or  of certain territories or possessions  of
the United States.

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

From time to time, the Fund advertises its total return, 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.

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 the
Fund's performance to certain indices.

                                       14
ALABAMA MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                           CREDIT
  AMOUNT                                                             RATING*       VALUE
- -----------    --------------------------------------------------    -------    ------------
<C>            <S>                                                   <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--99.2%
- -----------------------------------------------------------------
               ALABAMA--95.9%
               --------------------------------------------------
$ 5,400,000    Alabama HFA, SFM Revenue Bonds/Collateralized Home
               Mortgage Revenue Bond Program (1995 Series C)
               Weekly VRDNs (Bayerische Landesbank Girozentrale
               GIC)                                                    Aaa      $  5,400,000
               --------------------------------------------------
    865,000    Alabama Industrial Access Road and Bridge Corp.,
               Capital Improvement Bonds (Series 1995), 3.70%,
               6/1/1996                                                A-1           865,000
               --------------------------------------------------
  3,000,000    Alabama State IDA Weekly VRDNs (Columbus Mills
               Inc. Project)/(Trust Company Bank, Atlanta LOC)         P-1         3,000,000
               --------------------------------------------------
  6,750,000    Alabama State IDA Weekly VRDNs (Pine City Fiber
               Co.)/ (Barclays Bank PLC, London LOC)                  VMIG1        6,750,000
               --------------------------------------------------
  3,985,000    Alabama State IDA, IDRB (Series 1994) Weekly VRDNs
               (Decatur Aluminum Corp.)/(Star Bank, NA,
               Cincinnati LOC)                                         P-1         3,985,000
               --------------------------------------------------
  1,800,000    Alabama State IDA, IDRB Weekly VRDNs (Monarch
               Tile, Inc. Project)/(Nationsbank of Texas, N.A.
               LOC)                                                    P-1         1,800,000
               --------------------------------------------------
  4,200,000    Alabama State IDA, Revenue Bonds Weekly VRDNs
               (Southern Bag Corporation, Ltd.)/(SouthTrust Bank
               of Alabama, Birmingham LOC)                             P-1         4,200,000
               --------------------------------------------------
  3,350,000    Alabama State IDA, Var/Fixed Rate Industrial
               Revenue Bonds Weekly VRDNs (Kappler USA, Inc.
               Project)/(National Bank of Canada, Montreal LOC)        P-1         3,350,000
               --------------------------------------------------
  2,485,000    Alabama State Public School & College Authority,
               6.50% (United States Treasury PRF), 11/1/1995
               (@101.5)                                                Aaa         2,522,275
               --------------------------------------------------
  1,000,000    Alabama State Public School & College Authority,
               6.70% (United States Treasury PRF), 11/1/1995
               (@101.5)                                                Aaa         1,015,000
               --------------------------------------------------
    500,000    Alabama State Public School & College Authority,
               6.75% (United States Treasury PRF), 11/1/1995
               (@101.5)                                                Aaa           507,500
               --------------------------------------------------
  1,000,000    Alabama State Public School & College Authority,
               6.75% (United States Treasury PRF), 11/1/1995
               (@101.5)                                                Aaa         1,015,000
               --------------------------------------------------
</TABLE>


                                       15
ALABAMA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                           CREDIT
  AMOUNT                                                             RATING*       VALUE
- -----------    --------------------------------------------------    -------    ------------
<C>            <S>                                                   <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------
               ALABAMA--CONTINUED
               --------------------------------------------------
$   620,000    Alabama State, Corrections Institution Finance
               Authority Revenue Bonds (Series B), 3.80% (MBIA
               Insurance Corporation INS), 4/1/1996                    Aaa      $    620,000
               --------------------------------------------------
  4,000,000    Alabama State, UT GO Refunding Bonds, 5.35%,
               9/1/1996                                                AA          4,047,035
               --------------------------------------------------
  3,650,000    Arab, AL IDB, (Series 1989) Weekly VRDNs (SCI
               Manufacturing, Inc.)/(Bank of Tokyo Ltd., Tokyo
               LOC)                                                    A-1         3,650,000
               --------------------------------------------------
  1,100,000    Arab, AL IDB, Revenue Refunding Bonds (Series
               1989) Weekly VRDNs (SCI Manufacturing, Inc.)/(Bank
               of Tokyo Ltd., Tokyo LOC)                               A-1         1,100,000
               --------------------------------------------------
  2,000,000    Birmingham, AL IDA Weekly VRDNs (Altec Industries,
               Inc.)/(Wachovia Bank of Georgia NA, Atlanta LOC)        P-1         2,000,000
               --------------------------------------------------
  1,810,000    Birmingham, AL IDA Weekly VRDNs (Glasforms,
               Inc.)/(First Alabama Bank, Birmingham LOC)              P-1         1,810,000
               --------------------------------------------------
  3,600,000    Birmingham, AL Medical Clinic Board Daily VRDNs
               (University of Alabama Health System)/(Morgan
               Guaranty Trust Co., New York LOC)                      A-1+         3,600,000
               --------------------------------------------------
  6,000,000    Birmingham, AL, GO (Series 1995-A), 5.625% BANs,
               1/5/1996                                               NR(2)        6,002,212
               --------------------------------------------------
  1,880,000    Calhoun County, AL Economic Development Council
               Weekly VRDNs (Food Ingredients Tech.
               Co.)/(Nationsbank, N.A. (Carolinas) LOC)                P-1         1,880,000
               --------------------------------------------------
  4,310,000    Chatom, AL, (National Rural Utilities Series
               1984M), 3.80% TOBs (Alabama Electric Co-op,
               Inc.)/(National Rural Utilities Cooperative
               Finance Corp. GTD), Optional Tender 2/15/1996           A-1         4,310,000
               --------------------------------------------------
  4,000,000    Chatom, AL, IDB PCR, 3.85% CP (Alabama Electric
               Co-op, Inc.)/(National Rural Utilities Cooperative
               Finance Corp. GTD), Mandatory Tender 1/12/1996          AA-         4,000,000
               --------------------------------------------------
  3,500,000    Cherokee, AL IDB, IDR Refunding Bonds (Series
               1993) Weekly VRDNs (BOC Group, Inc.)/(Wachovia
               Bank of Georgia NA, Atlanta LOC)                        Aa2         3,500,000
               --------------------------------------------------
</TABLE>


                                       16
ALABAMA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                           CREDIT
  AMOUNT                                                             RATING*       VALUE
- -----------    --------------------------------------------------    -------    ------------
<C>            <S>                                                   <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------
               ALABAMA--CONTINUED
               --------------------------------------------------
$ 3,000,000    Decatur, AL IDB, Revenue Refunding Bonds (Series
               1993) Weekly VRDNs (Allied-Signal, Inc.)                A-1      $  3,000,000
               --------------------------------------------------
  6,550,000    Eutaw, AL IDB Weekly VRDNs (Mississippi Power
               Co.)/ (Mississippi Power Co. GTD)                      VMIG1        6,550,000
               --------------------------------------------------
  1,730,000    Fort Payne, AL IDB, IDRB Weekly VRDNs
               (Ovalstrapping, Inc.)/(U.S. Bank of Washington NA
               LOC)                                                    P-1         1,730,000
               --------------------------------------------------
  2,495,000    Homewood, AL IDA Weekly VRDNs (Mountain Brook Inn
               (Homewood AL))/(SouthTrust Bank of Alabama,
               Birmingham LOC)                                         P-1         2,495,000
               --------------------------------------------------
  4,315,000    Hoover, AL IDA Weekly VRDNs (Bud's Best Cookies,
               Inc.)/ (SouthTrust Bank of Alabama, Birmingham
               LOC)                                                    P-1         4,315,000
               --------------------------------------------------
  7,500,000    Huntsville, AL Health Care Authority/Health Care
               Facilities, (Series 1994A) Weekly VRDNs (MBIA
               Insurance Corporation INS)/(Amsouth Bank N.A.,
               Birmingham LIQ)                                         A-1         7,500,000
               --------------------------------------------------
    300,000    Huntsville, AL IDA Weekly VRDNs (Parkway Project
               (Huntsville, Al))/(First Alabama Bank, Birmingham
               LOC)                                                   A-1+           300,000
               --------------------------------------------------
  6,870,000    Huntsville, AL, G.O. Warrants (Series 1995-A),
               5.25%, 2/1/1996                                         AA          6,895,726
               --------------------------------------------------
  1,015,000    Huntsville, AL, G.O. Warrants (Series 1995-B),
               5.00%, 2/1/1996                                         AA          1,018,173
               --------------------------------------------------
    850,000    I.D.B. Sylacuaga, AL Monthly VRDNs (SouthTrust
               Bank of Alabama, Birmingham LOC)                        P-1           850,000
               --------------------------------------------------
  1,715,000    Ider, AL IDB, Industrial Development Bonds Weekly
               VRDNs (Galbreath, Inc. Proj.)/(National Bank of
               Canada, Montreal LOC)                                   P-1         1,715,000
               --------------------------------------------------
  3,681,000    Irondale, AL IDB, Variable Fixed Rate Revenue
               Bonds (Series 1989) Weekly VRDNs (Collateral
               Mortgage, Ltd.)/ (SouthTrust Bank of Alabama,
               Birmingham LOC)                                         P-1         3,681,000
               --------------------------------------------------
  3,900,000    Limestone County, AL Water Authority, Water
               Revenue Bonds, 7.875% (United States Treasury
               PRF), 5/15/1996 (@103)                                  Aaa         4,098,291
               --------------------------------------------------
</TABLE>


                                       17
ALABAMA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                           CREDIT
  AMOUNT                                                             RATING*       VALUE
- -----------    --------------------------------------------------    -------    ------------
<C>            <S>                                                   <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------
               ALABAMA--CONTINUED
               --------------------------------------------------
$ 3,900,000    Madison, AL IDA, (Series A) Weekly VRDNs
               (Executive Inn)/(Amsouth Bank N.A., Birmingham
               LOC)                                                    A-1      $  3,900,000
               --------------------------------------------------
  1,425,000    Marshall County, AL, Special Obligation School
               Refunding Warrant (Series 1994) Weekly VRDNs
               (Marshall County, AL Board of Education)/(First
               Alabama Bank, Birmingham LOC)                          A-1+         1,425,000
               --------------------------------------------------
  2,700,000    McIntosh, AL IDB Weekly VRDNs (Ciba Geigy Corp.)/
               (Union Bank of Switzerland, Zurich LOC)                A-1+         2,700,000
               --------------------------------------------------
  2,595,000    Mobile, AL Downtown Redevelopment Authority,
               (Series 1992), 4.15% TOBs (Mitchell
               Project)/(Trust Company Bank, Atlanta LOC),
               Mandatory Tender 7/31/1996                              P-1         2,595,000
               --------------------------------------------------
  2,500,000    Mobile, AL IDA Weekly VRDNs (McRae's Industries,
               Inc.)/ (Nationsbank, N.A. (Carolinas) LOC)              A-1         2,500,000
               --------------------------------------------------
 12,000,000    Mobile, AL IDB, 3.90% TOBs (International Paper
               Co.), Optional Tender 4/15/1996                         A-         12,000,000
               --------------------------------------------------
  2,160,000    Mobile, AL IDB, IDRB (Series 1989) Weekly VRDNs
               (Newark Group Industries, Inc.)/(First Fidelity
               Bank, NA, New Jersey LOC)                              VMIG1        2,160,000
               --------------------------------------------------
  2,000,000    Mobile, AL IDB, PCR (Series 1993A) Weekly VRDNs
               (Alabama Power Co.)/(Alabama Power Co. GTD)             A-1         2,000,000
               --------------------------------------------------
  4,000,000    Mobile, AL IDB, PCR (Series 1993B) Weekly VRDNs
               (Alabama Power Co.)/(Alabama Power Co. GTD)             A-1         4,000,000
               --------------------------------------------------
  1,000,000    Mobile, AL IDB, Pollution Control Refunding
               Revenue Bonds, (Series 1992) Weekly VRDNs (Air
               Products & Chemicals, Inc.)                            NR(3)        1,000,000
               --------------------------------------------------
  3,075,000    Mobile, AL Port City Medical Clinic Board, Revenue
               Bonds (Series 1992-A), 3.50% CP (Mobile, AL
               Infirmiary Association)/(Fuji Bank, Ltd., Tokyo
               LOC), Mandatory Tender 11/29/1995                       A+          3,075,000
               --------------------------------------------------
</TABLE>


                                       18
ALABAMA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                           CREDIT
  AMOUNT                                                             RATING*       VALUE
- -----------    --------------------------------------------------    -------    ------------
<C>            <S>                                                   <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------
               ALABAMA--CONTINUED
               --------------------------------------------------
$ 2,000,000    Mobile, AL Port City Medical Clinic Board, Revenue
               Bonds (Series 1992-A), 3.80% CP (Mobile, AL
               Infirmiary Association)/(Fuji Bank, Ltd., Tokyo
               LOC), Mandatory Tender 12/18/1995                       A+       $  2,000,000
               --------------------------------------------------
  1,000,000    Montgomery, AL IDB, (Series 1988A) Weekly VRDNs
               (Smith Industries)/(Trust Company Bank, Atlanta
               LOC)                                                    A-1         1,000,000
               --------------------------------------------------
  2,765,000    Montgomery, AL IDB, (Series 1990-A) Weekly VRDNs
               (Industrial Partners)/(Wachovia Bank of Georgia
               NA, Atlanta LOC)                                        Aa2         2,765,000
               --------------------------------------------------
  4,030,000    Montgomery, AL IDB, Pollution Control & Solid
               Disposal Revenue, 3.70% CP (General Electric Co.),
               Mandatory Tender 1/12/1996                             A-1+         4,030,000
               --------------------------------------------------
  5,500,000    Pelham, AL Governmental Utility Services Corp.,
               Wastewater Treatment and Collection Revenue Bonds
               (Series 1985), 9.25% (Parsons Pelham Associates
               Project)/ (FGIC INS), 6/1/1996 (@102)                   Aaa         5,777,456
               --------------------------------------------------
  3,800,000    Phoenix City, AL IDB, (Series 1988), 3.70% CP
               (Mead Coated Board)/(ABN AMRO Bank N.V., Amsterdam
               LOC), Mandatory Tender 11/21/1995                       Aa1         3,800,000
               --------------------------------------------------
  3,000,000    Phoenix City, AL IDB, (Series 1988), 3.80% CP
               (Mead Coated Board)/(ABN AMRO Bank N.V., Amsterdam
               LOC), Mandatory Tender 1/11/1996                        Aa1         3,000,000
               --------------------------------------------------
  3,000,000    Phoenix City, AL IDB, (Series 1988), 3.80% CP
               (Mead Coated Board)/(ABN AMRO Bank N.V., Amsterdam
               LOC), Mandatory Tender 11/28/1995                       Aa1         3,000,000
               --------------------------------------------------
  3,500,000    Phoenix City, AL IDB, (Series 1988), 3.80% CP
               (Mead Coated Board)/(ABN AMRO Bank N.V., Amsterdam
               LOC), Mandatory Tender 2/8/1996                         Aa1         3,500,000
               --------------------------------------------------
    930,000    Piedmont, AL IDB Weekly VRDNs (Industrial
               Partners)/ (Wachovia Bank of Georgia NA, Atlanta
               LOC)                                                    P-1           930,000
               --------------------------------------------------
</TABLE>


                                       19
ALABAMA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                           CREDIT
  AMOUNT                                                             RATING*       VALUE
- -----------    --------------------------------------------------    -------    ------------
<C>            <S>                                                   <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------
               ALABAMA--CONTINUED
               --------------------------------------------------
$ 4,050,000    Scottsboro, AL IDB, (Series 1994) Weekly VRDNs
               (Maples Industries, Inc.)/(Amsouth Bank N.A.,
               Birmingham LOC)                                         P-1      $  4,050,000
               --------------------------------------------------
  1,750,000    Scottsboro, AL IDB, IDRB (Series 1991) Weekly
               VRDNs (Maples Industries, Inc.)/(Amsouth Bank
               N.A., Birmingham LOC)                                   P-1         1,750,000
               --------------------------------------------------
  1,300,000    Sumter County, AL IDA, Industrial Revenue Bonds
               (Series 1995A) Weekly VRDNs (Fulghum Fibres
               Project (AL))/(First Alabama Bank, Birmingham LOC)      P-1         1,300,000
               --------------------------------------------------
  1,300,000    Sumter County, AL IDA, Industrial Revenue Bonds
               (Series 1995B) Weekly VRDNs (Canal Chip
               Project)/(First Alabama Bank, Birmingham LOC)           P-1         1,300,000
               --------------------------------------------------
  2,000,000    Tuskegee, AL IDB, IDRB (Series 1995) Weekly VRDNs
               (Concrete Company (The))/(Columbus Bank and Trust
               Co., GA LOC)                                            P-1         2,000,000
               --------------------------------------------------
  5,755,000    Vincent, AL IDB Weekly VRDNs (Headquarters
               Partnership Project)/(National Australia Bank,
               Ltd., Melbourne LOC)                                    P-1         5,755,000
               --------------------------------------------------
  2,550,000    Vincent, AL IDB, (Series 1993) Weekly VRDNs (Ebsco
               Industries, Inc.)/(National Australia Bank, Ltd.,
               Melbourne LOC)                                         A-1+         2,550,000
               --------------------------------------------------               ------------
                   Total                                                         200,939,668
               --------------------------------------------------               ------------
               PUERTO RICO--3.3%
               --------------------------------------------------
    850,000    Puerto Rico Government Development Bank Weekly
               VRDNs (Credit Suisse, Zurich LOC)                      A-1+           850,000
               --------------------------------------------------
</TABLE>


                                       20
ALABAMA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                           CREDIT
  AMOUNT                                                             RATING*       VALUE
- -----------    --------------------------------------------------    -------    ------------
<C>            <S>                                                   <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------
               PUERTO RICO--CONTINUED
               --------------------------------------------------
$ 5,000,000    Puerto Rico Government Development Bank, 3.80% CP,
               Mandatory Tender 12/8/1995                             A-1+      $  5,000,000
               --------------------------------------------------
  1,000,000    Puerto Rico Industrial, Medical & Environmental
               PCA, (Series 1983A), 3.75% TOBs (Reynolds Metals
               Co.)/(ABN AMRO Bank N.V., Amsterdam LOC), Optional
               Tender 9/1/1996                                        A-1+         1,000,000
               --------------------------------------------------               ------------
                   Total                                                           6,850,000
               --------------------------------------------------               ------------
                 TOTAL INVESTMENTS (AT AMORTIZED COST)(a)                       $207,789,668
               --------------------------------------------------               ------------
                                                                                ------------
</TABLE>


Securities  that are subject  to Alternative Minimum Tax  represent 38.6% of the
portfolio as calculated based upon total portfolio market value.

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

(a) Also represents cost for federal tax purposes.

Note: The  categories of  investments are  shown as  a percentage  of net assets
      ($209,490,429) at October 31, 1995.

                                       21
ALABAMA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<S>        <C>
The following acronyms are used throughout this portfolio:

BANs       --Bond Anticipation Notes
CP         --Commercial Paper
FGIC       --Financial Guaranty Insurance Company
GIC        --Guaranteed Investment Contract
GO         --General Obligation
GTD        --Guaranty
HFA        --Housing Finance Authority
IDA        --Industrial Development Authority
IDB        --Industrial Development Bond
IDR        --Industrial Development Revenue
IDRB       --Industrial Development Revenue Bonds
INS        --Insured
LIQ        --Liquidity Agreement
LOC        --Letter of Credit
MBIA       --Municipal Bond Investors Assurance
PCA        --Pollution Control Authority
PCR        --Pollution Control Revenue
PLC        --Public Limited Company
PRF        --Prerefunded
SFM        --Single Family Mortgage
TOBs       --Tender Option Bonds
UT         --Unlimited Tax
VRDNs      --Variable Rate Demand Notes
</TABLE>


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

                                       22
ALABAMA MUNICIPAL CASH TRUST

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                      <C>        <C>
ASSETS:
- -----------------------------------------------------------------
Total investments in securities, at amortized cost and
value                                                               $207,789,668
- -----------------------------------------------------------------
Cash                                                                     271,129
- -----------------------------------------------------------------
Income receivable                                                      1,783,964
- -----------------------------------------------------------------
Deferred expenses                                                         36,789
- -----------------------------------------------------------------   ------------
    Total assets                                                     209,881,550
- -----------------------------------------------------------------
LIABILITIES:
- -----------------------------------------------------------------
Payable for shares redeemed                              $ 59,073
- ------------------------------------------------------
Income distribution payable                               274,600
- ------------------------------------------------------
Accrued expenses                                           57,448
- ------------------------------------------------------   --------
    Total liabilities                                                    391,121
- -----------------------------------------------------------------   ------------
Net Assets for 209,490,429 shares outstanding                       $209,490,429
- -----------------------------------------------------------------   ------------
                                                                    ------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION
PROCEEDS PER SHARE:
- -----------------------------------------------------------------
$209,490,429  DIVIDED BY 209,490,429 shares
outstanding                                                         $       1.00
- -----------------------------------------------------------------   ------------
                                                                    ------------
</TABLE>


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

                                       23
ALABAMA MUNICIPAL CASH TRUST

STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                          <C>         <C>          <C>
INVESTMENT INCOME:
- -------------------------------------------------------------------
Interest                                                              $6,685,731
- -------------------------------------------------------------------
EXPENSES:
- -------------------------------------------------------------------
Investment advisory fee                                  $  820,528
- ------------------------------------------------------
Administrative personnel and services fee                   131,658
- ------------------------------------------------------
Custodian fees                                               20,644
- ------------------------------------------------------
Transfer and dividend disbursing agent
fees and expenses                                            16,241
- ------------------------------------------------------
Directors'/Trustees' fees                                     2,050
- ------------------------------------------------------
Auditing fees                                                 9,750
- ------------------------------------------------------
Legal fees                                                    1,774
- ------------------------------------------------------
Portfolio accounting fees                                    33,124
- ------------------------------------------------------
Shareholder services fee                                    410,264
- ------------------------------------------------------
Share registration costs                                     32,059
- ------------------------------------------------------
Printing and postage                                         14,718
- ------------------------------------------------------
Insurance premiums                                            5,531
- ------------------------------------------------------
Miscellaneous                                                11,471
- ------------------------------------------------------   ----------
    Total expenses                                        1,509,812
- ------------------------------------------------------
Waivers--
- ------------------------------------------
  Waiver of investment advisory fee          $(606,516)
- ------------------------------------------
  Waiver of shareholder services fee          (110,893)
- ------------------------------------------   ---------
    Total waivers                                          (717,409)
- ------------------------------------------------------   ----------
      Net expenses                                                       792,403
- -------------------------------------------------------------------   ----------
        Net investment income                                         $5,893,328
- -------------------------------------------------------------------   ----------
</TABLE>


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

                                       24
ALABAMA MUNICIPAL CASH TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              YEAR ENDED           PERIOD ENDED
                                           OCTOBER 31, 1995     OCTOBER 31, 1994(a)
                                           -----------------    -------------------
<S>                                        <C>                  <C>
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------
OPERATIONS--
- ----------------------------------------
Net investment income                        $   5,893,328         $   1,301,466
- ----------------------------------------   -----------------    -------------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ----------------------------------------
Distributions from net investment income        (5,893,328)           (1,301,466)
- ----------------------------------------   -----------------    -------------------
SHARE TRANSACTIONS--
- ----------------------------------------
Proceeds from sale of shares                   826,956,278           478,251,901
- ----------------------------------------
Net asset value of shares issued to
shareholders in payment of distributions
declared                                         2,071,166               606,720
- ----------------------------------------
Cost of shares redeemed                       (762,340,876)         (336,054,760)
- ----------------------------------------   -----------------    -------------------
    Change in net assets resulting from
      share transactions                        66,686,568           142,803,861
- ----------------------------------------   -----------------    -------------------
        Change in net assets                    66,686,568           142,803,861
- ----------------------------------------
NET ASSETS:
- ----------------------------------------
Beginning of period                            142,803,861             --
- ----------------------------------------   -----------------    -------------------
End of period                                $ 209,490,429         $ 142,803,861
- ----------------------------------------   -----------------    -------------------
                                           -----------------    -------------------
</TABLE>


(a) For the period from November 29, 1993 (start of business) to October 31,
    1994.

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

                                       25
ALABAMA MUNICIPAL CASH TRUST

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------

(1) ORGANIZATION

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

(2) SIGNIFICANT ACCOUNTING POLICIES

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

    INVESTMENT  VALUATIONS--The Fund's use of the amortized cost method to value
    its portfolio securities is in accordance with Rule 2a-7 under the Act.
    INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and  expenses
    are  accrued daily. Bond premium and  discount, if applicable, are amortized
    as  required  by  the  Internal  Revenue  Code,  as  amended  (the  "Code").
    Distributions to shareholders are recorded on the ex-dividend date.

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

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

    CONCENTRATION OF CREDIT RISK--Since the  Fund invests a substantial  portion
    of  its assets in issuers located in  one state, it will be more susceptible
    to factors  adversely  affecting issuers  of  that  state than  would  be  a
    comparable  tax-exempt  mutual fund  that  invests nationally.  In  order to
    reduce the credit risk  associated with such factors,  at October 31,  1995,
    78.9%  of  the securities  in  the portfolio  of  investments are  backed by
    letters of credit or  bond insurance of  various financial institutions  and
    financial  guaranty assurance agencies. The  value of investments insured by
    or supported  (backed) by  a letter  of credit  for any  one institution  or
    agency does not exceed 7.5% of total investments.

                                       26
ALABAMA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
    DEFERRED   EXPENSES--The  costs  incurred  by   the  Fund  with  respect  to
    registration of its shares in its  first fiscal year, excluding the  initial
    expense  of  registering  its  shares,  have  been  deferred  and  are being
    amortized using the straight-line  method over a period  of five years  from
    the Fund's commencement date.

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

(3) SHARES OF BENEFICIAL INTEREST

The  Declaration of Trust permits  the Trustees to issue  an unlimited number of
full and  fractional  shares of  beneficial  interest (without  par  value).  At
October 31, 1995, capital paid-in aggregated $209,490,429.

Transactions in shares were as follows:
<TABLE>
<CAPTION>
                                                        YEAR ENDED OCTOBER 31
                                                      --------------------------
                                                          1995        1994 (a)
- ----------------------------------------------------  ------------  ------------
<S>                                                   <C>           <C>
Shares sold                                            826,956,278   478,251,901
- ----------------------------------------------------
Shares issued to shareholders in payment of
 distributions declared                                  2,071,166       606,720
- ----------------------------------------------------
Shares redeemed                                       (762,340,876) (336,054,760)
- ----------------------------------------------------  ------------  ------------
  Net change resulting from share transactions          66,686,568   142,803,861
- ----------------------------------------------------  ------------  ------------
                                                      ------------  ------------
</TABLE>


(a)  For the period  from November 29,  1993 (start of  business) to October 31,
    1994.

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

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

    ADMINISTRATIVE    FEE--Federated    Administrative   Services    under   the
    Administrative Services  Agreement, provides  the Fund  with  administrative
    personnel  and services. This fee is based on the level of average aggregate
    daily net assets of all funds advised by subsidiaries of Federated Investors
    for the period.  The administrative fee  received during the  period of  the
    Administrative  Services Agreement shall be  at least $125,000 per portfolio
    and $30,000 per each additional class of shares.

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

                                       27
ALABAMA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
    maintain shareholder accounts. FSS may voluntarily choose to waive a portion
    of its fee. FSS can modify or terminate this voluntarily waiver at any  time
    at its sole discretion.

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

    PORTFOLIO ACCOUNTING FEES--FServ maintains the Fund's accounting records for
    which it receives a fee. The fee is based on the level of the Fund's average
    daily net assets for the period, plus out-of-pocket expenses.

    ORGANIZATIONAL  EXPENSES--Organizational  expenses of  $26,461  and start-up
    administrative service  expenses  of $31,250  were  borne initially  by  the
    Adviser. The Fund has agreed to reimburse the Adviser for the organizational
    and  start-up administrative expenses during  the five year period following
    effective date. For the period ended October 31, 1995, the Fund paid  $3,381
    and $3,993, respectively, pursuant to this agreement.

    INTERFUND  TRANSACTIONS--During the period ended  October 31, 1995, the Fund
    engaged in purchase  and sale  transactions with  funds that  have a  common
    investment adviser, common Directors/Trustees, and/or common officers. These
    transactions  were made at current market value pursuant to rule 17a-7 under
    the Act amounting to $514,285,000 and $499,300,000 respectively.

    GENERAL--Certain of the Officers and Trustees of the Trust are Officers  and
    Directors or Trustees of the above companies.

                                       28
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholders and Board of Trustees of
FEDERATED MUNICIPAL TRUST
(Alabama Municipal Cash Trust):

We  have audited the accompanying statement of assets and liabilities of Alabama
Municipal Cash Trust (an  investment portfolio of  Federated Municipal Trust,  a
Massachusetts  business trust), including the schedule of portfolio investments,
as of October 31, 1995,  the related statement of  operations for the year  then
ended,  and the statement of changes in  net assets and the financial highlights
(see page  2 of  the  prospectus) for  the  periods presented.  These  financial
statements  and  financial  highlights  are the  responsibility  of  the Trust's
management. Our  responsibility is  to  express an  opinion on  these  financial
statements and financial highlights based on our audits.

We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable  assurance  about  whether  the  financial  statements  and financial
highlights are free of material misstatement. An audit includes examining, on  a
test  basis, evidence  supporting the amounts  and disclosures  in the financial
statements. Our  procedures  included confirmation  of  securities owned  as  of
October  31, 1995, by correspondence with  the custodian. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the  financial statements and  financial highlights referred  to
above  present  fairly,  in all  material  respects, the  financial  position of
Alabama Municipal Cash  Trust (an  investment portfolio  of Federated  Municipal
Trust)  as of October 31, 1995, the results  of its operations for the year then
ended, and the changes in  its net assets and  the financial highlights for  the
periods presented, in conformity with generally accepted accounting principles.

                                          ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania,
December 15, 1995

                                       29
ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                              <C>
Alabama 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 8600
                                                                 Boston, MA 02266-8600
- -------------------------------------------------------------------------------------------

Transfer Agent and Dividend Disbursing Agent
              Federated Services Company                         P.O. Box 8600
                                                                 Boston, MA 02266-8600
- -------------------------------------------------------------------------------------------

Independent Public Accountants
              Arthur Andersen LLP                                2100 One PPG Place
                                                                 Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------
</TABLE>


                                       30

- --------------------------------------------------------------------------------
                                   ALABAMA MUNICIPAL
                                   CASH TRUST

                                   PROSPECTUS
                                   A Non-Diversified Portfolio of
                                   Federated Municipal Trust,
                                   an Open-End Management
                                   Investment Company
                                   Prospectus dated December 31, 1995

[FEDERATED SECURITIES CORP. LOGO]
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-377912436
           Cusip 314229790
           3090802A (12/95)                [RECYCLED PAPER LOGO]
                                           RECYCLED
                                           PAPER



                        ALABAMA MUNICIPAL CASH TRUST
                 (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
                     STATEMENT OF ADDITIONAL INFORMATION
   This Statement of Additional Information should be read with the
   prospectus of Alabama Municipal Cash Trust (the "Fund"), a portfolio of
   Federated Municipal Trust (the "Trust") dated December 31, 1995. This
   Statement is not a prospectus. You may request a copy of the prospectus or
   a paper copy of this Statement, if you have received it electronically,
   free of charge by calling 1-800-235-4669.

   FEDERATED INVESTORS TOWER
   PITTSBURGH, PA 15222-3779

                       Statement dated December 31, 1995
Federated Securities Corp.
Distributor
A subsidiary of Federated Investors




INVESTMENT POLICIES              2

 Acceptable Investments          2
 Participation Interests         2
 Municipal Leases                2
 Ratings                         3
 When-Issued and Delayed
  Delivery Transactions          4
 Repurchase Agreements           4
 Reverse Repurchase Agreements   5
 Credit Enhancement              5
ALABAMA INVESTMENT RISKS         6

INVESTMENT LIMITATIONS           7

 Regulatory Compliance          11
FEDERATED MUNICIPAL TRUST
MANAGEMENT                      11

 Share Ownership                20
 Trustees Compensation          21
 Trustee Liability              23
INVESTMENT ADVISORY SERVICES    23

 Investment Adviser             23
 Advisory Fees                  23
BROKERAGE TRANSACTIONS          24

OTHER SERVICES                  26

 Fund Administration            26



 Custodian and Portfolio
  Recordkeeper                  26
 Transfer Agent                 26
 Independent Public Accountants 27
SHAREHOLDER SERVICES AGREEMENT  27

DETERMINING NET ASSET VALUE     28

REDEMPTION IN KIND              29

MASSACHUSETTS PARTNERSHIP LAW   29

THE FUND'S TAX STATUS           30

PERFORMANCE INFORMATION         30

 Yield                          30
 Effective Yield                31
 Tax-Equivalent Yield           31
 Tax-Equivalency Table          31
 Total Return                   33
 Performance Comparisons        33
ABOUT FEDERATED INVESTORS       34

APPENDIX                        36




INVESTMENT POLICIES

Unless indicated otherwise, the policies described below may be changed by
the Board of 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 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.
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, or 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."
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.
REVERSE REPURCHASE AGREEMENTS
The Fund may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement, the Fund transfers possession of a portfolio instrument in return
for a percentage of the instrument's market value in cash and agrees that on
a stipulated date in the future the Fund will repurchase the portfolio
instrument by remitting the original consideration plus interest at an agreed
upon rate. The use of reverse repurchase agreements may enable the Fund to
avoid selling portfolio instruments at a time when a sale may be deemed to be
disadvantageous, but does not ensure this result. When effecting reverse
repurchase agreements, liquid assets of the Fund, in a dollar amount
sufficient to make payment for the obligations to be purchased, are:
segregated on the Fund's records at the trade date; marked to market daily;
and maintained until the transaction is settled.
CREDIT ENHANCEMENT
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.
ALABAMA INVESTMENT RISKS

The State of Alabama has experienced some diversification of its economy
primarily centered around its metropolitan areas. Agriculture, dominant prior
to World War II has given way to the manufacturing of textiles, chemicals,
paper, and metals. Manufacturing comprises roughly 23% of Alabama's non-
agricultural employment, slightly above the rest of the US., and continues to
remain strong as evidenced by Mercedes-Benz's decision to locate a plant in
Alabama. Other major non-agricultural sectors include government (20%);
wholesale and retail trade (22%); and services, including finance, insurance,
and real estate (24%). Over the last decade, the economy has further
diversified with the addition of high-tech firms to the Huntsville area and
healthcare services to the Birmingham area. During the 1982 recession
Alabama's unemployment rate climbed into double digits. The recent recession,
however, has not been as severe to the Alabama economy. The state's
unemployment rate has reflected national trends (5.5% as of April 1995).
However the North American Free Trade Agreement leaves Alabama exposed to
potential job losses in some traditional industries as Mexico offers a lower-
cost environment.
Alabama's overall debt structure is more complex than most states, due to its
many issuing authorities. Roughly 60% of Alabama's debts are special or
limited tax obligations, payable from designated sources. Debt service as a
percentage of budget revenues is currently 4.8%, which is above average for
the nation. However, since Alabama generally taxes and spends less than most
states, debt service appears as a larger part of its revenue in relation to
other states. Debt service on a per capita basis is moderate. The state has a



strong balanced budget act that allows spending only from moneys on hand. The
governor has the ability to prorate budgeted expenditures during the fiscal
year in order to balance the budget. This proration ability has been
challenged in court, and the outcome may adversely affect the mechanism by
which the budget is balanced. Furthermore, Alabama's school funding has been
challenged; resolution of this matter may affect the state budget.
The Fund's concentration in securities issued by the state and its political
subdivisions provides a greater level of risk than a fund whose assets are
diversified across numerous states and municipal issuers. The ability of the
state or its municipalities to meet their obligations will depend upon the
availability of tax and other revenues; economic, political, and demographic
conditions within the state; and the underlying fiscal condition of the
state, its counties, and municipalities.
INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN
The Fund will not sell any securities short or purchase any securities on
margin but may obtain such short-term credits as may be necessary for
clearance of transactions.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Fund will not issue senior securities except that the Fund may borrow
money directly or through reverse repurchase agreements in amounts up to one-
third of the value of its net assets, including the amounts borrowed.
The Fund will not borrow money or engage in reverse repurchase agreements for
investment leverage, but rather as a temporary, extraordinary, or emergency
measure or to facilitate management of the portfolio by enabling the Fund to
meet redemption requests when the liquidation of portfolio securities is
deemed to be inconvenient or disadvantageous. The Fund will not purchase any



securities while borrowings in excess of 5% of its total assets are
outstanding.
PLEDGING ASSETS
The Fund will not mortgage, pledge, or hypothecate any assets except to
secure permitted borrowings. In those cases it may pledge assets having a
market value not exceeding the lesser of the dollar amounts borrowed or 15%
of the value of its total assets at the time of the pledge.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets except that it may acquire publicly
or nonpublicly issued Alabama municipal securities or temporary investments
or enter into repurchase agreements in accordance with its investment
objective, policies, limitations, and its Declaration of Trust.
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 or real estate limited
partnerships, although it may invest in securities of issuers whose business
involves the purchase or sale of real estate or in securities which are
secured by real estate or interests in real estate.
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 purchase securities, if, as a result of such purchase, 25%
or more of the value of its total assets would be invested in any one



industry or in industrial development bonds or other securities, the interest
upon which is paid from revenues of similar types of projects. However, the
Fund may invest as temporary investments more than 25% of the value of its
assets in cash or cash items, securities issued or guaranteed by the U.S.
government, its agencies, or instrumentalities, or instruments secured by
these money market instruments, such as repurchase agreements.
The above 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 AND TRUSTEES
The Fund will not purchase or retain the securities of any issuer if the
Officers and Trustees of the Trust or its investment adviser, owning
individually more than .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 certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings association 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 did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present intent
to do so during the coming fiscal year.



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


FEDERATED MUNICIPAL TRUST MANAGEMENT

OFFICERS AND TRUSTEES ARE LISTED WITH THEIR ADDRESSES, BIRTHDATES, 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. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of



the Funds. Mr. Donahue is the father of J. Christopher Donahue, Executive
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.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center -



Downtown; Member, 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; Shareholder, Henny, Kochuba, 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.


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.


Peter E. Madden



Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 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.





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


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, International Politics and Management Consultant; Trustee,
Carnegie Endowment for International Peace, RAND Corporation, Online Computer
Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management
Center; Director, Trustee, or Managing General Partner of the Funds;
President Emeritus, University of Pittsburgh; founding Chairman, National
Advisory Council for Environmental Policy and Technology and Federal
Emergency Management Advisory Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.




J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global 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 of the
Company.


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




Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.






David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors;
Controller, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.; Senior Vice President,
Federated Shareholder Services; Vice President, Federated Administrative
Services; Treasurer of some of the Funds.


John W. McGonigle



Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global Research
Corp.; Trustee, Federated Services Company; Executive Vice President,
Secretary, and Trustee, Federated Administrative Services; President and
Trustee, Federated Shareholder Services; Director, Federated Securities
Corp.; Executive 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.
@ 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 referred to in the list of Trustees and Officers, "Funds" includes the
following investment companies:  American Leaders Fund, Inc.; Annuity
Management Series; Arrow Funds; Automated Government Money Trust; Blanchard
Funds; Blanchard Precious Metals, Inc.; Cash Trust Series II; Cash Trust
Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash
Trust; Federated ARMs Fund; Federated Equity Funds; Federated Exchange Fund,
Ltd.; Federated GNMA Trust; Federated Government Trust; Federated High Yield
Trust; Federated Income Securities Trust; Federated Income Trust; Federated
Index Trust; Federated Institutional Trust; Federated Master Trust; Federated
Short-Term Municipal Trust; Federated Short-Term U.S. Government Trust;



Federated Stock Trust; Federated Tax-Free Trust; Federated Total Return
Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S. Government
Securities Fund: 1-3 Years; Federated U.S. Government Securities Fund: 3-5
Years; 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; 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; 111 Corcoran
Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The Shawmut
Funds; Star Funds; The Starburst Funds; The Starburst Funds II; Stock and
Bond Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free
Instruments Trust; Trademark Funds; Trust for Financial Institutions; Trust
For Government Cash Reserves; Trust for Short-Term U.S. Government
Securities; Trust for U.S. Treasury Obligations; The Virtus Funds; World
Investment Series, Inc.


SHARE OWNERSHIP
Officers and Trustees as a group own less than 1% of the Fund`s outstanding
shares.
As of December 4, 1995, the following shareholders of record owned 5% or more
of the outstanding shares of the Alabama Municipal Cash Trust:  EBSCO



Industries, Inc., Birmingham, AL, 13.69%; Lynspen & Co., Birmingham, AL,
18.13%; and HUBCO, Birmingham, AL, 20.73%.
TRUSTEES COMPENSATION


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


John F. Donahue     $0             $0 for the Trust and
Chairman and Trustee                    68 other investment companies in the
Fund Complex
Thomas G. Bigley    $2,458         $20,688 for the Trust and
Trustee                            49 other investment companies in the Fund
Complex
John T. Conroy, Jr. $3,520         $117,202 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
William J. Copeland $3,520         $117,202 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Glen R. Johnson     $0             $0 for the Trust and
President and Trustee                   14 other investment companies in the
Fund Complex
James E. Dowd       $3,520         $117,202 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex



Lawrence D. Ellis, M.D.            $3,166    $106,460 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Edward L. Flaherty, Jr.            $3,520    $117,202 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Peter E. Madden     $2,757         $90,563 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Gregor F. Meyer     $3,166         $106,460 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
John E. Murray, Jr.,               $1,762    $0 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Wesley W. Posvar    $3,166         $106,460 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Marjorie P. Smuts   $3,166         $106,460 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex


*Information is furnished for the fiscal year ended October 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of
15 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. For the fiscal year ended
October 31, 1995, and for the period from November 29, 1993 (start of
business), to October 31, 1994, the adviser earned $820,528, and $243,579,
respectively, of which $606,516 and $0, respectively, were waived.



  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.
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 Fund 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. During the fiscal year
ended October 31, 1995, and for the period from November 29, 1993 (start of
business), to October 31, 1994, the Fund paid no brokerage commissions.


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.



OTHER SERVICES

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. Prior to March 1, 1994, Federated Administrative
Services, Inc., also a subsidiary of Federated Investors, served as the
Fund's Administrator. (For purposes of this Statement of Additional
Information, Federated Administrative Services and Federated Administrative
Services, Inc. may hereinafter collectively be referred to as the
"Administrators.") For the fiscal year ended October 31, 1995, and for the
period from November 29, 1993 (start of business), to October 31, 1994, the
Administrators earned $131,658 and $52,411, respectively.
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.
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.
TRANSFER AGENT
As transfer agent, Federated Services Company maintains all necessary
shareholder records. For its services, the transfer agent receives a fee
based on size, type, and number of accounts and transactions made by
shareholders.



INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for the Fund are Arthur Andersen LLP,
Pittsburgh, PA.
SHAREHOLDER SERVICES AGREEMENT

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 Agreement, 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.
For the fiscal year ending October 31, 1995, the Fund paid Shareholder
Services fees in the amount of $410,264 of which $110,893 was waived.





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.
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.
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.
The Fund's yield for the seven-day period ended October 31, 1995, was 3.55%.
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.
The Fund's effective yield for the seven-day period ended October 31, 1995,
was 3.62%.
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.
The Fund's tax-equivalent yield for the seven-day period ended October 31,
1995, was 6.41%.


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 Alabama


                                   TAX BRACKET
    Combined Federal
    and State:20.00%   33.00%    36.00%     41.00%      44.60%

    Joint Return$1-39,000$39,001-94,250 $94,251-143,600$143,601-$256,500
           OVER $256,500
    Single Return$1-23,350   $23,351-56,550$56,551-117,950$117,951-256,500
           OVER $256,500

    Tax-Exempt
    Yield                       Taxable Yield Equivalent

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



    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 the Fund.
*Some portion of the Fund's income may be subject to the federal alternative
minimum tax and state and local 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.
The Fund's average annual total returns for the one-year period ended October
31, 1995 and for the period from December 3, 1993 (date of initial public
investment) through October 31, 1995 were 3.66% and 3.13%, respectively.


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.
ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is reflected
in its investment decision making-structured, straightforward, and
consistent. This has resulted in a history of competitive performance with a
range of competitive investment products that have gained the confidence of
thousands of clients and their customers.
The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research. Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund. Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market funds,



a principal means used by money managers today to value money market fund
shares. Other innovations include the first institutional tax-free money
market fund. As of December 31, 1994, Federated Investors managed more than
$31 billion in assets across approximately 43 money market funds, including
17 government, 8 prime and 18 municipal with assets approximating $17
billion, $7.4 billion and $6.6 billion, respectively.
J. Thomas Madden, Executive Vice President, oversees Federated Investors'
equity and high yield corporate bond management while William D. Dawson,
Executive Vice President, oversees Federated Investors' domestic fixed income
management. Henry A. Frantzen, Executive Vice President, oversees the
management of Federated Investors' international portfolios.
MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial
goals through mutual funds. These investors, as well as businesses and
institutions, have entrusted over $2 trillion to the more than 5,500 funds
available.*
Federated Investors, through its subsidiaries, distributes mutual funds for a
variety of investment applications. Specific markets include:
INSTITUTIONAL CLIENTS
Federated Investors meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for a
variety of applications, including defined benefit and defined contribution
programs, cash management, and asset/liability management. Institutional
clients include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial
advisors. The marketing effort to these institutional clients is headed by
John B. Fisher, President, Institutional Sales Division.



*Source:  Investment Company Institute


TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations. Virtually all of the trust divisions of the
top 100 bank holding companies use Federated funds in their clients'
portfolios. The marketing effort to trust clients is headed by Mark R.
Gensheimer, Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor. The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.


APPENDIX

STANDARD & POOR'S RATINGS GROUP
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
A  Standard & Poor's Ratings Group  (S&P) note  rating reflects the liquidity
concerns and market access risks unique to notes.
SP-1      Very strong or strong capacity to pay principal and interest.
   Those issues determined to possess overwhelming safety characteristics
   will be given a plus sign (+) designation.
SP-2      Satisfactory capacity to pay principal and interest.
VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS



S&P assigns dual ratings to all long-term debt issues that have as part of
their provisions a variable rate demand feature.  The first rating (long-term
rating) addresses the likelihood of repayment of principal and interest when
due, and the second rating (short-term rating) describes the demand
characteristics.  Several examples are AAA/A-1+, AA/A-1+, A/A-1.  (The
definitions for the long-term and the short-term ratings are provided below.)
COMMERCIAL PAPER (CP) RATINGS
An  S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
A-1       This highest category indicates that the degree of safety regarding
   timely payment is strong. Those issues determined to possess extremely
   strong safety characteristics are denoted with a plus sign (+)
   designation.
A-2       Capacity for timely payment on issues with this designation is
   satisfactory.  However, the relative degree of safety is not as high as
   for issues designated A-1.
LONG-TERM DEBT RATINGS
AAA  Debt rated "AAA" has the highest rating assigned by S&P.  Capacity to
pay interest and repay principal is     extremely strong.
AA   Debt rate "AA" has a very strong capacity to pay interest and repay
principal and differs from the highest  rated issues only in small degree.
A  Debt rated "A" has a strong capacity to pay interest and repay principal
   although it is somewhat more susceptible to the adverse effects of
   changes in circumstances and economic conditions than debt in higher
   rated categories.
MOODY'S INVESTORS SERVICE, INC.
SHORT-TERM MUNICIPAL OBLIGATION RATINGS



Moody's Investor Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG) (see below). The purpose of the MIG or
VMIG ratings is to provide investors with a simple system by which the
relative investment qualities of short-term obligations may be evaluated.
MIG1      This designation denotes best quality.  There is present strong
     protection by established cash flows, superior liquidity support or
     demonstrated broad based access to the market for refinancing.
MIG2      This designation denotes high quality.  Margins of protection are
     ample although not so large as in the preceding group.


VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
Short-term ratings on issues with demand features are differentiated by the
use of the VMIG symbol to reflect such characteristics as payment upon
periodic demand rather than fixed maturity dates and payment relying on
external liquidity.  In this case, two ratings are usually assigned, (for
example, AAA/VMIG-1); the first representing an evaluation of the degree of
risk associated with scheduled principal and interest payments, and the
second representing an evaluation of the degree of risk associated with the
demand feature.  The VMIG rating can be assigned a 1 or 2 designation using
the same definitions described above for the MIG rating.
COMMERCIAL PAPER (CP) RATINGS
P-1            Issuers rated PRIME-1 (or related supporting institutions)
     have a superior capacity for repayment of short-term promissory
     obligations. PRIME-1 repayment capacity will normally be evidenced by
     the following characteristics: leading market positions in well
     established industries, high rates of return on funds  employed,
     conservative capitalization structure with moderate reliance on debt and



     ample asset protection, broad margins in earning coverage of fixed
     financial charges and high internal cash generation, well-established
     access to a range of financial markets and assured sources of alternate
     liquidity
P-2            Issuers rated PRIME-2 (or related supporting institutions)
     have a strong capacity for repayment of short-term promissory
     obligations.  This will normally be evidenced by many of the
     characteristics cited above, but to a lesser degree. Earnings trends and
     coverage ratios, while sound, will be more subject to variation.
     Capitalization characteristics, while still appropriate, may be more
     affected by external conditions.  Ample alternate liquidity is
     maintained.
LONG-TERM DEBT RATINGS
AAA            Bonds which are rated AAA are judged to be of the best
     quality. They carry the smallest degree of investment  risk and are
     generally referred to as "gilt edged." Interest payments are protected
     by a large or by an exceptionally stable margin and principal is secure.
     While the various protective elements are likely to change, such changes
     is can be visualized are most unlikely to impair the fundamentally
     strong position of such issues.
AA   Bonds which are rated AA are judged to be of high quality by all
     standards.  Together with the AAA group, they comprise what are
     generally known as high grade bonds.  They are rated lower than the best
     bonds because margins of protection may not be as large as in AAA
     securities or fluctuation of protective elements may be of greater
     amplitude or there may be other elements present which make the long-
     term risks appear somewhat larger than in AAA securities.



A    Bonds which are rated A possess many favorable investment attributes and
     are to be considered as upper medium grade obligations. Factors giving
     security to principal and interest are considered adequate but elements
     may be present which suggest a susceptibility to impairment sometime in
     the future.
NR   Indicates that both the bonds and the obligor or credit enhancer are not
     currently rated by S&P or Moody's with respect to short-term
     indebtedness.  However, management considers them to be of comparable
     quality to securities rated A-1 or P-1.
NR(1)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AAA" by S&P or "AAA" by Moody's.
NR(2)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AA" by S&P or "AA" by Moody's.
NR(3)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "A" by S&P or Moody's.




Cusip 314229790




   

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

The  shares of North Carolina Municipal Cash  Trust (the "Fund") offered by this
prospectus represent  interests  in  a non-diversified  portfolio  of  Federated
Municipal  Trust  (the "Trust"),  an open-end  management investment  company (a
mutual fund). The Fund invests primarily in short-term North Carolina  municipal
securities,  including securities of states, territories, and possessions of the
United States which are  not issued by  or on behalf of  North Carolina, or  its
political  subdivisions  and  financing authorities,  but  which  provide income
exempt from federal regular income tax and  the income tax imposed by the  State
of North Carolina consistent with stability of principal.

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 December 31,
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,
or a  paper  copy of  this  prospectus, if  you  have received  your  prospectus
electronically,  free  of  charge  by calling  1-800-235-4669.  To  obtain other
information, or make inquiries about the  Fund, contact the Fund at the  address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S>                                      <C>
SUMMARY OF FUND EXPENSES                         1
- --------------------------------------------------
FINANCIAL HIGHLIGHTS                             2
- --------------------------------------------------
GENERAL INFORMATION                              3
- --------------------------------------------------
INVESTMENT INFORMATION                           3
- --------------------------------------------------
  Investment Objective                           3
  Investment Policies                            3
  North Carolina Municipal Securities            6
  Investment Risks                               6
  Non-Diversification                            7
  Investment Limitations                         7
FUND INFORMATION                                 7
- --------------------------------------------------
  Management of the Fund                         7
  Distribution of Shares                         8
  Administration of the Fund                     9
NET ASSET VALUE                                  9
- --------------------------------------------------
HOW TO PURCHASE SHARES                           9
- --------------------------------------------------
  Special Purchase Features                     10

HOW TO REDEEM SHARES                            10
- --------------------------------------------------
  Special Redemption Features                   12

ACCOUNT AND SHARE INFORMATION                   12
- --------------------------------------------------
TAX INFORMATION                                 13
- --------------------------------------------------
  Federal Income Tax                            13
  State and Local Taxes                         13

PERFORMANCE INFORMATION                         14
- --------------------------------------------------
FINANCIAL STATEMENTS                            15
- --------------------------------------------------
REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                   26
- --------------------------------------------------
ADDRESSES                                       27
- --------------------------------------------------
</TABLE>


                                       I

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

<CAPTION>

                                       ANNUAL FUND OPERATING EXPENSES
                                  (As a percentage of average net assets)
<S>                                                                                     <C>        <C>
Management Fee (after waiver) (1)................................................................      0.10%
12b-1 Fee........................................................................................       None
Total Other Expenses.............................................................................      0.49%
  Shareholder Services Fee............................................................      0.25%
        Total Fund Operating Expenses (2)........................................................      0.59%
</TABLE>


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

(2) The total  operating expenses  would have  been 0.99%  absent the  voluntary
    waiver of a portion of the management fee.

    The  purpose of  this table  is to assist  an investor  in understanding the
various costs and  expenses that a  shareholder of the  Trust will bear,  either
directly  or indirectly. For more complete descriptions of the various costs and
expenses, see  "Fund Information".  Wire-transferred  redemptions of  less  than
$5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
EXAMPLE                                                             1 YEAR     3 YEARS    5 YEARS   10 YEARS
- -----------------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                                <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of
each time period.................................................     $6         $19        $33        $74
</TABLE>


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

                                       1

NORTH CAROLINA MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 26.
<TABLE>
<CAPTION>
                                                                          YEAR ENDED OCTOBER 31,
                                                                          -----------------------
                                                                             1995       1994(a)
- ------------------------------------------------------------------------  ----------  -----------
<S>                                                                       <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                      $    1.00   $    1.00
- ------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------
  Net investment income                                                        0.04        0.02
- ------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------
  Distributions from net investment income                                    (0.04)      (0.02)
- ------------------------------------------------------------------------  ----------  -----------
NET ASSET VALUE, END OF PERIOD                                            $    1.00   $    1.00
- ------------------------------------------------------------------------  ----------  -----------
                                                                          ----------  -----------
TOTAL RETURN (b)                                                               3.51%       2.06%
- ------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------
  Expenses                                                                     0.59%       0.49%*
- ------------------------------------------------------------------------
  Net investment income                                                        3.46%       2.54%*
- ------------------------------------------------------------------------
  Expense waiver/reimbursement (c)                                             0.40%       0.44%*
- ------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                   $97,602       $85,249
- ------------------------------------------------------------------------
</TABLE>


*   Computed on an annualized basis.

(a) Reflects operations for the period  from December 31, 1993 (date of  initial
    public  investment) to  October 31, 1994.  For the period  from November 29,
    1993 (start of business)  to December 31, 1993,  the Fund had no  investment
    activity.

(b)  Based  on net  asset  value, which  does not  reflect  the sales  charge or
    contingent deferred sales charge, if applicable.

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

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

                                       2

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

The  Trust was established as a Massachusetts business trust under a Declaration
of Trust 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  North Carolina municipal securities. The  Fund may not be a suitable
investment for retirement plans or  for non-North Carolina 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 income tax  imposed by the  State of North  Carolina
consistent  with  stability of  principal. 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 complying with
the various requirements of Rule 2a-7  under the Investment Company Act of  1940
which  regulates  money  market mutual  funds  and by  following  the investment
policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective  by investing in a portfolio of  North
Carolina  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 North Carolina  state income tax or at least  80%
of  its net  assets will  be invested in  obligations, the  interest income from
which is  exempt from  federal  regular and  North  Carolina state  income  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 North Carolina  and its political subdivisions and financing
authorities, and obligations  of other states,  territories, and possessions  of
the  United  States,  including  the District  of  Columbia,  and  any political
subdivision or financing authority of any of these, the income from which is, in
the opinion of qualified legal counsel,  exempt from federal regular income  tax
and North Carolina income tax

                                       3

("North  Carolina Municipal  Securities"). Examples of  North Carolina Municipal
Securities include, but are not limited to:

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

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

    - municipal commercial paper and other short-term notes;

    - variable rate demand notes;

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

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

    VARIABLE  RATE DEMAND NOTES.  Variable  rate demand notes are long-term 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 North Carolina
    Municipal Securities  from financial  institutions  such as  commercial  and
    investment  banks,  savings  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  North  Carolina
    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. Lease  obligations may be  subject to periodic appropriation.
    Municipal leases  are subject  to certain  specific risks  in the  event  of
    default or failure of appropriation.

CREDIT  ENHANCEMENT.    Certain  of the  Fund's  acceptable  investments  may be
credit-enhanced by a guaranty, letter  of credit, or insurance. Any  bankruptcy,
receivership, or default of the party

                                       4

providing   the  credit  enhancement  will  adversely  affect  the  quality  and
marketability of the underlying security.

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

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

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, all of comparable quality
to other securities in which the Fund invests, such as: obligations issued by or
on behalf of municipal or corporate issuers; 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

                                       5

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 North Carolina
Municipal Securities is subject to the federal alternative minimum tax.

NORTH CAROLINA MUNICIPAL SECURITIES

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

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

The two principal  classifications of  North Carolina  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 North Carolina  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 North  Carolina  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
North  Carolina Municipal Securities  acceptable for purchase  by the Fund could
become limited.

The Fund may invest in North  Carolina 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  North  Carolina 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 North Carolina 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

                                       6

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 directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of its cash value  with an agreement  to buy it  back on a  set date) or  pledge
securities  except,  under  certain circumstances,  the  Fund may  borrow  up to
one-third of the value of its total assets and pledge up to 15% of the value  of
total  assets to secure such borrowings.  These investment limitations cannot be
changed without shareholder approval.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES.  The Fund 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

                                       7

    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. With over $72 billion invested across more
    than 260 funds under management  and/or administration by its  subsidiaries,
    as  of December 31, 1994,  Federated Investors is one  of the largest mutual
    fund investment  managers  in  the  United  States.  With  more  than  1,750
    employees,  Federated continues to be led  by the management who founded the
    company in 1955. Federated funds are presently at work in and through  4,000
    financial    institutions   nationwide.   More   than   100,000   investment
    professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes  recognize  that  such  persons  owe  a  fiduciary  duty  to  the   Fund's
shareholders  and  must  place  the  interests  of  shareholders  ahead  of  the
employees' own interest. Among other things, the codes: require preclearance and
periodic  reporting  of  personal  securities  transactions;  prohibit  personal
transactions  in securities  being purchased  or sold,  or being  considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial  public
offerings;  and prohibit taking  profits on securities held  for less than sixty
days. Violations of the codes are subject  to review by the Trustees, and  could
result in severe penalties.

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.

State  securities  laws  may  require  certain  financial  institutions  such as
depository institutions to register as dealers.

SHAREHOLDER SERVICES.    The  Fund  has  entered  into  a  Shareholder  Services
Agreement  with  Federated  Shareholder  Services,  a  subsidiary  of  Federated
Investors, under which the Fund may make payments up to .25 of 1% of the average
daily net asset value of shares, computed  at an annual rate, to obtain  certain
personal  services for shareholders  and provide the  maintenance of shareholder
accounts ("shareholder services").  From time to  time and for  such periods  as
deemed  appropriate, the amount  stated above may  be reduced voluntarily. Under
the Shareholder Services Agreement,  Federated Shareholder Services will  either
perform  shareholder services directly or  will select financial institutions to
perform shareholder  services. Financial  institutions will  receive fees  based

                                       8

upon  shares owned by their clients or customers. The schedules of such fees and
the basis upon which such fees will be paid will be determined from time to time
by the Fund and Federated Shareholder Services.

SUPPLEMENTAL PAYMENTS  TO  FINANCIAL  INSTITUTIONS.   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.

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


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

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, Monday  through Friday,  except on New  Year's Day,  Presidents'
Day,  Good Friday, Memorial Day, Independence  Day, Labor Day, Thanksgiving Day,
and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

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 is  open for  business. Shares  may be  purchased as  described  below,
either  through a  financial institution  (such as  a bank  or broker/dealer) or

                                       9

by wire or by check directly from the Fund, with a minimum initial investment of
$10,000 or  more  within a  90-day  period. 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  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 purchase
shares through a  financial institution  which has  a sales  agreement with  the
distributor.  Orders 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.  Shares may be purchased by wire by calling the  Fund
before  1:00 p.m. (Eastern time). The  order is considered received immediately.
Payment by federal  funds must be  received before 3:00  p.m. (Eastern time)  in
order to begin earning dividends 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:  North Carolina Municipal  Cash
Trust;  Fund Number  (this number can  be found  on the account  statement or by
contacting the  Fund.); Group  Number or  Order Number;  Nominee or  Institution
Name;  and ABA Number 011000028. Shares cannot  be purchased by wire on holidays
when wire  transfers  are restricted.  Questions  on wire  purchases  should  be
directed  to your  shareholder services  representative at  the telephone number
listed on your account statement.

PURCHASING SHARES BY  CHECK.  Shares  may be  purchased by sending  a check  to:
Federated  Services Company,  P.O. Box  8600, Boston,  MA 02266-8600.  The check
should be made payable to North Carolina Municipal Cash Trust. Please include an
account number on the check. 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  an Automated Clearing
House ("ACH") member and  invested in Fund  shares. Shareholders should  contact
their financial institution 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.

                                       10

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 dividend. Proceeds from
redemption requests received  after that  time include that  day's dividend  but
will  be wired  the following  business day.  Proceeds from  redemption requests
received on  holidays when  wire  transfers are  restricted  will be  wired  the
following  business day. Questions about telephone redemptions on days when wire
transfers are  restricted  should  be  directed  to  your  shareholder  services
representative  at the telephone number listed  on your account statement. Under
limited circumstances,  arrangements  may  be  made  with  the  distributor  for
same-day  payment  of  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  to:  Federated Services  Company,  P.O. Box  8600,  Boston, MA
02266-8600. If  share  certificates  have  been  issued,  they  should  be  sent
unendorsed  with  the written  request by  registered or  certified mail  to the
address noted above.

The written request should state: the Fund name; 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. Normally, a  check for  the proceeds is
mailed within one business day, but in no event more than seven days, after  the
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 association whose deposits are insured
by   an   organization   which   is   administered   by   the   Federal  Deposit

                                       11

Insurance Corporation; a member firm 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. Shareholder accounts will continue to
receive the daily dividend declared on the shares to be redeemed until the check
is presented  to UMB  Bank, N.A.,  the bank  responsible for  administering  the
checkwriting  program, for payment. However, checks should never be made payable
or sent to UMB Bank, N.A. or the Fund  to redeem shares, and a check may not  be
written to close an account.

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
institutions or the Fund.

ACCOUNT AND SHARE 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  all
transactions as well as dividends paid during the month.

ACCOUNTS  WITH LOW BALANCES.  Due to  the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds  to
the  shareholder if the account balance falls  below a required minimum value of
$10,000 due to shareholder redemptions. Before  shares are redeemed to close  an
account,  the shareholder is notified in writing and allowed 30 days to purchase
additional shares to meet the minimum requirement.

VOTING RIGHTS.   Each shareholder has  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. The

                                       12

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 election of Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be  called by the Trustees  upon the written request  of
shareholders owning at least 10% of the outstanding shares of the Trust.

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

FEDERAL INCOME TAX

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

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

Shareholders  are not  required to  pay the  federal regular  income tax  on any
dividends received  from the  Fund  that represent  net interest  on  tax-exempt
municipal   bonds.  However,  under  the  Tax  Reform  Act  of  1986,  dividends
representing net  interest earned  on 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
North  Carolina.  Shareholders  are  urged to  consult  their  own  tax advisers
regarding the status of their accounts under state and local tax laws.

NORTH CAROLINA TAXES.  Under existing North Carolina laws, distributions made by
the Fund will not be subject to  North Carolina income taxes to the extent  that
such  distributions  qualify  as exempt-interest  dividends  under  the Internal
Revenue Code, and represent  (i) interest on obligations  of the state of  North
Carolina  or any of its political  subdivisions; or (ii) interest of obligations
of the United

                                       13

States or its possessions. Conversely, to the extent that distributions made  by
the Fund are derived from other types of obligations, such distributions will be
subject to North Carolina income taxes.

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

From time to time, the Fund advertises its total return, 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.

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 the
Fund's performance to certain indices.

                                       14

NORTH CAROLINA MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                        CREDIT
    AMOUNT                                                                         RATING*       VALUE
- --------------     ------------------------------------------------------------    -------    -----------
<C>                <S>                                                             <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--99.0%
- -------------------------------------------------------------------------------
                   NORTH CAROLINA--88.8%
                   ------------------------------------------------------------
$1,755,000         Alamance County, NC Industrial Facilities Authority, (Series
                   B) Weekly VRDNs (Culp, Inc.)/(First Union National Bank,
                   Charlotte, N.C. LOC)                                              P-1      $ 1,755,000
                   ------------------------------------------------------------
 1,600,000         Buncombe County, NC Industrial Facilities & Pollution
                   Control Financing Authority, (Series 1991) Weekly VRDNs
                   (Rich Mount, Inc.)/(Bank of Tokyo Ltd., Tokyo LOC)                A-1        1,600,000
                   ------------------------------------------------------------
 2,000,000         Buncombe County, NC, 3.80% BANs, 2/14/1996                       NR(3)       2,000,833
                   ------------------------------------------------------------
 2,055,000         Burke County, NC Industrial Facilities & Pollution Control
                   Financing Authority Weekly VRDNs (Norwalk Furniture Corp &
                   Hickory Furniture)/(Branch Banking & Trust Co., Wilson LOC)       P-1        2,055,000
                   ------------------------------------------------------------
   910,000         Catawba County, NC Industrial Facilities & Pollution Control
                   Financing Authority, (Series 1992) Weekly VRDNs (WSMP,
                   Inc.)/(Nationsbank, N.A. (Carolinas) LOC)                         A-1          910,000
                   ------------------------------------------------------------
 4,600,000         Catawba County, NC Industrial Facilities & Pollution Control
                   Financing Authority, (Series 1994) Weekly VRDNs (Ethan Allen
                   Inc Project)/(Bankers Trust Co., New York LOC)                    P-1        4,600,000
                   ------------------------------------------------------------
 4,445,600 (a)     Charlotte-Mecklenburg Hospital Authority, NC, Loan
                   Participation Certificates (1995) VRNs (The Charlotte-
                   Mecklenburg Hospital Authority), 5/22/1996                       NR(2)       4,445,600
                   ------------------------------------------------------------
 3,865,000         Cleveland County, NC Industrial Facilities and Pollution
                   Control Financing Authority, IDRB (Series 1990) Weekly VRDNs
                   (MetalsAmerica, Inc. Project)/(Nationsbank, N.A. (Carolinas)
                   LOC)                                                              P-1        3,865,000
                   ------------------------------------------------------------
 1,200,000         Cleveland County, NC Industrial Facilities and Pollution
                   Control Financing Authority, Pollution Control Revenue Bonds
                   (Series 1995) Weekly VRDNs (Grover Industries, Inc.
                   Project)/(Bank of America Illinois LOC)                           P-1        1,200,000
                   ------------------------------------------------------------
</TABLE>


                                       15

NORTH CAROLINA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                        CREDIT
    AMOUNT                                                                         RATING*       VALUE
- --------------     ------------------------------------------------------------    -------    -----------
<C>                <S>                                                             <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------------
                   NORTH CAROLINA--CONTINUED
                   ------------------------------------------------------------
$1,000,000         Davidson County, NC Industrial Facilities & PCFA, IDRB
                   (Series 1995) Weekly VRDNs (Lawrence Industries, Inc.
                   Project)/(Branch Banking & Trust Co., Wilson LOC)                 P-1      $ 1,000,000
                   ------------------------------------------------------------
 1,165,000         Durham & Wake Counties Special Airport District, NC, 5.75%
                   Bonds, 4/1/1996                                                   Aaa        1,174,387
                   ------------------------------------------------------------
 2,110,000         Greensboro, NC , 6.00% Bonds, 3/1/1996                            AAA        2,127,021
                   ------------------------------------------------------------
 1,800,000         Guilford County, NC Industrial Facilities & PCFA, (Series
                   1989) Weekly VRDNs (Bonset America Corp.)/ (Dai-Ichi Kangyo
                   Bank Ltd., Tokyo and Industrial Bank of Japan Ltd., Tokyo
                   LOCs)                                                             A-1        1,800,000
                   ------------------------------------------------------------
 2,000,000         Guilford County, NC Industrial Facilities & PCFA, (Series
                   1989) Weekly VRDNs (Culp, Inc.)/(Wachovia Bank of NC, NA,
                   Winston-Salem LOC)                                                P-1        2,000,000
                   ------------------------------------------------------------
 7,000,000         Halifax County, NC Industrial Facilities & PCFA Weekly VRDNs
                   (Flambeau Airmold Project)/(Norwest Bank Minnesota,
                   Minneapolis LOC)                                                  P-1        7,000,000
                   ------------------------------------------------------------
 1,000,000         Iredell County, NC Industrial Facilities & Pollution Control
                   Financing Authority, Industrial Revenue Bonds Weekly VRDNs
                   (Jet Corr, Inc. Project)/(National Bank of Canada, Montreal
                   LOC)                                                              P-1        1,000,000
                   ------------------------------------------------------------
 3,000,000         Lincoln County, NC Industrial Facilities & Pollution Control
                   Financing Authority, Industrial Revenue Bonds Weekly VRDNs
                   (Leucadia, Inc. Project)/(National Bank of Canada, Montreal
                   LOC)                                                              P-1        3,000,000
                   ------------------------------------------------------------
 2,000,000         Mecklenberg County, NC Industrial Facility & PCFA Weekly
                   VRDNs (Manhasset Bay Associates)/(Bank of Tokyo Ltd., Tokyo
                   LOC)                                                              A-1        2,000,000
                   ------------------------------------------------------------
 1,555,000         New Hanover County, NC PCFA, (Series 1990), 4.15% TOBs
                   (Wilmington Machinery Inc. Project)/(Branch Banking & Trust
                   Co., Wilson LOC), Optional Tender 9/1/1996                        P-1        1,555,000
                   ------------------------------------------------------------
</TABLE>


                                       16

NORTH CAROLINA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                        CREDIT
    AMOUNT                                                                         RATING*       VALUE
- --------------     ------------------------------------------------------------    -------    -----------
<C>                <S>                                                             <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------------
                   NORTH CAROLINA--CONTINUED
                   ------------------------------------------------------------
$2,037,000         North Carolina Eastern Municipal Power Agency, 3.75% CP
                   (Industrial Bank of Japan Ltd., Tokyo LOC), Mandatory Tender
                   12/12/1995                                                        P-1      $ 2,037,000
                   ------------------------------------------------------------
 5,000,000         North Carolina Eastern Municipal Power Agency, 3.85% CP
                   (Industrial Bank of Japan Ltd., Tokyo LOC), Mandatory Tender
                   11/20/1995                                                        P-1        5,000,000
                   ------------------------------------------------------------
 1,600,000         North Carolina Medical Care Commission Hospital, Revenue
                   Bonds (Series 1992B) Weekly VRDNs (North Carolina Baptist)       A-1+        1,600,000
                   ------------------------------------------------------------
 3,200,000         North Carolina Medical Care Commission Hospital, Revenue
                   Bonds (Series 1993) Weekly VRDNs (Moses H. Cone Memorial)        A-1+        3,200,000
                   ------------------------------------------------------------
 5,000,000         North Carolina Municipal Power Agency No. 1, 3.80% CP (Bank
                   of America NT and SA, San Francisco, Canadian Imperial Bank
                   of Commerce, Toronto, First Union National Bank, Charlotte,
                   N.C., Industrial Bank of Japan Ltd., Tokyo, Morgan Guaranty
                   Trust Co., New York and Nationsbank, N.A. (Carolinas) LIQs),
                   Mandatory Tender 12/12/1995                                       P-1        5,000,000
                   ------------------------------------------------------------
 2,875,000         North Carolina Municipal Power Agency No. 1, Catawba
                   Electric Revenue Bonds, 9.00% Bonds (United States Treasury
                   PRF), 1/1/1996 (@102)                                             AAA        2,951,685
                   ------------------------------------------------------------
 4,000,000         North Carolina State, Clean Water Bonds, (Series 1995B),
                   4.25% Bonds, 6/1/1996                                             Aaa        4,014,636
                   ------------------------------------------------------------
 1,400,000         Piedmont, NC Airport Authority Weekly VRDNs (Triad
                   International Maintenance Corp.)/(Mellon Bank NA, Pittsburgh
                   LOC)                                                              P-1        1,400,000
                   ------------------------------------------------------------
 2,100,000         Randolph County, NC IDA, (Series 1990) Weekly VRDNs (Wayne
                   Steel, Inc.)/(Bank One, Akron, N.A. LOC)                          P-1        2,100,000
                   ------------------------------------------------------------
 4,000,000         Richmond County, NC Industrial Facilities & Pollution
                   Control, (Series 1991) Weekly VRDNs (Bibb Company)/
                   (Citibank NA, New York LOC)                                       A-1        4,000,000
                   ------------------------------------------------------------
</TABLE>


                                       17

NORTH CAROLINA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                        CREDIT
    AMOUNT                                                                         RATING*       VALUE
- --------------     ------------------------------------------------------------    -------    -----------
<C>                <S>                                                             <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------------
                   NORTH CAROLINA--CONTINUED
                   ------------------------------------------------------------
$1,000,000         University of North Carolina at Chapel Hill, 4.00% Bonds,
                   8/1/1996                                                          AA       $ 1,001,447
                   ------------------------------------------------------------
 3,000,000         Wake County, NC Industrial Facilities & PCFA, (Series
                   1990B), 3.95% CP (Carolina Power & Light Co.)/(Fuji Bank,
                   Ltd., Tokyo LOC), Mandatory Tender 1/22/1996                      P-1        3,000,000
                   ------------------------------------------------------------
 4,249,291         Wayne County, NC PCFA Weekly VRDNs (Cooper Industries,
                   Inc.)/(Sanwa Bank Ltd., Osaka LOC)                               A-1+        4,249,291
                   ------------------------------------------------------------
 2,000,000         Wilson County, NC PCA, (Series 1994) Weekly VRDNs (Granutec,
                   Inc.)/(Branch Banking & Trust Co., Wilson LOC)                    P-1        2,000,000
                   ------------------------------------------------------------               -----------
                       Total                                                                   86,641,900
                   ------------------------------------------------------------               -----------
                   PUERTO RICO--7.7%
                   ------------------------------------------------------------
   500,000         Puerto Rico Government Development Bank Weekly VRDNs (Credit
                   Suisse, Zurich LOC)                                              A-1+          500,000
                   ------------------------------------------------------------
 4,000,000         Puerto Rico Government Development Bank, 3.70% CP, Mandatory
                   Tender 12/11/1995                                                A-1+        4,000,000
                   ------------------------------------------------------------
 3,000,000         Puerto Rico Industrial, Medical & Environmental PCA, (Series
                   1983A), 3.75% TOBs (Reynolds Metals Co.)/(ABN AMRO Bank
                   N.V., Amsterdam LOC), Optional Tender 9/1/1996                   A-1+        3,000,000
                   ------------------------------------------------------------               -----------
                       Total                                                                    7,500,000
                   ------------------------------------------------------------               -----------
                   VIRGIN ISLANDS--2.5%
                   ------------------------------------------------------------
 2,500,000         Virgin Islands HFA, Single Family Mortgage Revenue Refunding
                   Bonds (1995 Series B), 4.375% TOBs (FGIC INS), Optional
                   Tender 2/1/1996                                                  A-1+        2,500,000
                   ------------------------------------------------------------               -----------
                     TOTAL INVESTMENTS, (AT AMORTIZED COST)(b)                                $96,641,900
                   ------------------------------------------------------------               -----------
                                                                                              -----------
</TABLE>


Securities  that are subject  to Alternative Minimum Tax  represent 44.2% of the
portfolio as calculated based upon total portfolio market value.
*   Please refer to the Appendix of the Statement of Additional Information  for
    an explanation of the credit ratings. Current credit ratings are unaudited.
(a)  Denotes a  restricted security which  is subject to  restrictions on resale
    under Federal  Securities laws.  This  security has  been determined  to  be
    liquid  under criteria established by  the Board of Trustees.  At the end of
    the period, this security  amounted to $4,445,600  which represents 4.6%  of
    net assets.
(b) Also represents cost for federal tax purposes.

Note: The  categories of  investments are  shown as  a percentage  of net assets
      ($97,601,947) at October 31, 1995.

                                       18

NORTH CAROLINA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronyms are used throughout this portfolio:

BANs   --Bond Anticipation Notes
CP     --Commercial Paper
FGIC   --Financial Guaranty Insurance Company
HFA    --Housing Finance Authority
IDA    --Industrial Development Authority
IDRB   --Industrial Development Revenue Bonds
INS    --Insured
LIQs   --Liquidity Agreement(s)
LOCs   --Letter(s) of Credit
LOC    --Letter of Credit
PCA    --Pollution Control Authority
PCFA   --Pollution Control Finance Authority
PRF    --Prerefunded
TOBs   --Tender Option Bonds
VRDNs  --Variable Rate Demand Notes
VRNs   --Variable Rate Notes

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

                                       19

NORTH CAROLINA MUNICIPAL CASH TRUST

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                         <C>      <C>
ASSETS:
- -------------------------------------------------------------------
Total investments in securities, at amortized cost and value         $96,641,900
- -------------------------------------------------------------------
Cash                                                                     452,666
- -------------------------------------------------------------------
Income receivable                                                        610,771
- -------------------------------------------------------------------
Receivable for shares sold                                                   548
- -------------------------------------------------------------------
Deferred expenses                                                         36,342
- -------------------------------------------------------------------  -----------
    Total assets                                                      97,742,227
- -------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------
Payable for shares redeemed                                 $57,000
- ----------------------------------------------------------
Income distribution payable                                  51,537
- ----------------------------------------------------------
Accrued expenses                                             31,743
- ----------------------------------------------------------  -------
    Total liabilities                                                    140,280
- -------------------------------------------------------------------  -----------
NET ASSETS for 97,601,947 shares outstanding                         $97,601,947
- -------------------------------------------------------------------  -----------
                                                                     -----------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- -------------------------------------------------------------------
$97,601,947  DIVIDED BY 97,601,947 shares outstanding                $      1.00
- -------------------------------------------------------------------  -----------
                                                                     -----------
</TABLE>


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

                                       20

NORTH CAROLINA MUNICIPAL CASH TRUST

STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                            <C>        <C>         <C>
INVESTMENT INCOME:
- --------------------------------------------------------------------
Interest                                                              $4,352,210
- --------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------
Investment advisory fee                                   $  537,013
- --------------------------------------------------------
Administrative personnel and services fee                    125,000
- --------------------------------------------------------
Custodian fees                                                29,641
- --------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses      18,047
- --------------------------------------------------------
Directors'/Trustees' fees                                      1,382
- --------------------------------------------------------
Auditing fees                                                  9,750
- --------------------------------------------------------
Legal fees                                                     1,415
- --------------------------------------------------------
Portfolio accounting fees                                     27,535
- --------------------------------------------------------
Shareholder services fee                                     268,507
- --------------------------------------------------------
Share registration costs                                      23,596
- --------------------------------------------------------
Printing and postage                                          13,496
- --------------------------------------------------------
Insurance premiums                                             4,623
- --------------------------------------------------------
Miscellaneous                                                  8,831
- --------------------------------------------------------  ----------
    Total expenses                                         1,068,836
- --------------------------------------------------------
Deduct--Waiver of investment advisory fee                   (433,120)
- --------------------------------------------------------  ----------
      Net expenses                                                       635,716
- --------------------------------------------------------------------  ----------
        Net investment income                                         $3,716,494
- --------------------------------------------------------------------  ----------
                                                                      ----------
</TABLE>


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

                                       21

NORTH CAROLINA MUNICIPAL CASH TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                  YEAR ENDED         PERIOD ENDED
                                               OCTOBER 31, 1995   OCTOBER 31, 1994(a)
                                               ----------------   -------------------
<S>                                            <C>                <C>
INCREASE (DECREASE) IN NET ASSETS:
- ---------------------------------------------
OPERATIONS--
- ---------------------------------------------
Net investment income                            $   3,716,494       $   1,501,904
- ---------------------------------------------  ----------------   -------------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ---------------------------------------------
Distributions from net investment income            (3,716,494)         (1,501,904)
- ---------------------------------------------  ----------------   -------------------
SHARE TRANSACTIONS--
- ---------------------------------------------
Proceeds from sale of shares                       901,368,780         539,042,342
- ---------------------------------------------
Net asset value of shares issued to
shareholders in payment of distributions
declared                                             2,529,218           1,065,423
- ---------------------------------------------
Cost of shares redeemed                           (891,545,071)       (454,858,745)
- ---------------------------------------------  ----------------   -------------------
    Change in net assets resulting from share
    transactions                                    12,352,927          85,249,020
- ---------------------------------------------  ----------------   -------------------
    Change in net assets                            12,352,927          85,249,020
- ---------------------------------------------
NET ASSETS:
- ---------------------------------------------
Beginning of period                                 85,249,020           --
- ---------------------------------------------  ----------------   -------------------
End of period                                    $  97,601,947       $  85,249,020
- ---------------------------------------------  ----------------   -------------------
                                               ----------------   -------------------
</TABLE>


(a)  For the period  from November 29,  1993 (start of  business) to October 31,
    1994.

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

                                       22

NORTH CAROLINA MUNICIPAL CASH TRUST

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------

(1) ORGANIZATION

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

(2) SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

    CONCENTRATION OF CREDIT RISK--Since the  Fund invests a substantial  portion
    of  its assets in issuers located in  one state, it will be more susceptible
    to factors  adversely  affecting issuers  of  that  state than  would  be  a
    comparable  tax-exempt  mutual fund  that  invests nationally.  In  order to
    reduce the credit risk  associated with such factors,  at October 31,  1995,
    70.4%  of  the securities  in  the portfolio  of  investments are  backed by
    letters of credit or  bond insurance of  various financial institutions  and
    financial  guaranty assurance agencies. The  value of investments insured by
    or supported  (backed) by  a letter  of credit  for any  one institution  or
    agency does not exceed 8.2% of total investments.

                                       23
NORTH CAROLINA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

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

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

    Additional  information on each restricted security held at October 31, 1995
    is as follows:
<TABLE>
<CAPTION>
                      SECURITY                        ACQUISITION DATE  ACQUISITION COST
- ----------------------------------------------------  ----------------  ----------------
<S>                                                   <C>               <C>
Charlotte-Mecklenburg Hospital Authority, NC, Loan
Participation Certificates (1995) VRNs                    06/30/95         $4,445,600
</TABLE>


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

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust  permits the Trustees to  issue an unlimited number  of
full  and  fractional  shares of  beneficial  interest (without  par  value). At
October 31, 1995, capital paid-in aggregated $97,601,947. Transactions in shares
were as follows:
<TABLE>
<CAPTION>
                                                        YEAR ENDED OCTOBER 31,
                                                      --------------------------
                                                          1995        1994(a)
- ----------------------------------------------------  ------------  ------------
<S>                                                   <C>           <C>
Shares sold                                            901,368,780   539,042,342
- ----------------------------------------------------
Shares issued to shareholders in payment of
distributions declared                                   2,529,218     1,065,423
- ----------------------------------------------------
Shares redeemed                                       (891,545,071) (454,858,745)
- ----------------------------------------------------  ------------  ------------
  Net change resulting from share transactions          12,352,927    85,249,020
- ----------------------------------------------------  ------------  ------------
                                                      ------------  ------------
</TABLE>


(a) For the period  from November 29,  1993 (start of  business) to October  31,
    1994.

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT  ADVISORY FEE--Federated  Management, the  Fund's investment adviser,
(the "Adviser"), receives  for its  services an annual  investment advisory  fee
equal to .50 of 1% of the Fund's average

                                       24

NORTH CAROLINA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
daily  net assets. The Adviser may voluntarily choose to waive a portion of this
fee. The Adviser can modify  or terminate this voluntary  waiver at any time  at
its sole discretion.

ADMINISTRATIVE  FEE--Federated Administrative Services, under the Administrative
Services  Agreement,  provides  the  Fund  with  administrative  personnel   and
services.  This fee is based on the  level of average aggregate daily net assets
of all funds advised by subsidiaries of Federated Investors for the period.  The
administrative  fee received  during the  period of  the Administrative Services
Agreement shall  be  at  least  $125,000 per  portfolio  and  $30,000  per  each
additional class of shares.

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

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

PORTFOLIO  ACCOUNTING FEES--FServ  also maintains the  Fund's accounting records
for which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.

ORGANIZATIONAL  EXPENSES--Organizational  expenses   of  $21,879  and   start-up
administrative  service expenses of $31,507 were borne initially by the Adviser.
The Fund has agreed to reimburse the Adviser for the organizational expenses and
start-up administrative expenses during the five year period following effective
date. For the period ended  October 31, 1995, the  Fund paid $4,254 and  $6,126,
respectively, pursuant to this agreement.

INTERFUND TRANSACTIONS--During the year ended October 31, 1995, the Fund engaged
in  purchase  and sale  transactions with  funds that  have a  common investment
adviser, common Directors/Trustees, and/or  common officers. These  transactions
were made at current market value pursuant to Rule 17a-7 under the Act amounting
to $397,358,800 and $400,650,000, respectively.

GENERAL--Certain  of the  Officers and  Trustees of  the Trust  are Officers and
Directors or Trustees of the above companies.

                                       25

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

To the Shareholders and Board of Trustees of
FEDERATED MUNICIPAL TRUST
(North Carolina Municipal Cash Trust):
We  have audited the  accompanying statement of assets  and liabilities of North
Carolina Municipal Cash  Trust (an investment  portfolio of Federated  Municipal
Trust,  a  Massachusetts business  trust), including  the schedule  of portfolio
investments, as of October 31, 1995, the related statement of operations for the
year then ended, and the  statement of changes in  net assets and the  financial
highlights  (see  page 2  of the  prospectus) for  the periods  presented. These
financial statements  and financial  highlights are  the responsibility  of  the
Trust's  management.  Our  responsibility  is to  express  an  opinion  on these
financial statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance  about  whether  the  financial  statements  and  financial
highlights  are free of material misstatement. An audit includes examining, on a
test basis, evidence  supporting the  amounts and disclosures  in the  financial
statements.  Our  procedures included  confirmation  of securities  owned  as of
October 31, 1995, by correspondence with  the custodian. An audit also  includes
assessing  the  accounting principles  used  and significant  estimates  made by
management, as well as evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.

In  our opinion, the  financial statements and  financial highlights referred to
above present fairly, in all material respects, the financial position of  North
Carolina  Municipal Cash Trust  (an investment portfolio  of Federated Municipal
Trust) as of October 31, 1995, the  results of its operations for the year  then
ended,  and the changes in  its net assets and  the financial highlights for the
periods presented, in conformity with generally accepted accounting principles.

                                          ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
December 15, 1995
                                       26

ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                   <C>
North Carolina 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 8600
                                                      Boston, MA 02266-8600
- --------------------------------------------------------------------------------

Transfer Agent and Dividend Disbursing Agent
              Federated Services Company              P.O. Box 8600
                                                      Boston, MA 02266-8600
- --------------------------------------------------------------------------------

Independent Public Accountants
              Arthur Andersen LLP                     2100 One PPG Place
                                                      Pittsburgh, PA 15222
- --------------------------------------------------------------------------------
</TABLE>


                                       27


- --------------------------------------------------------------------------------
                                 NORTH CAROLINA
                                 MUNICIPAL CASH TRUST

                                 PROSPECTUS
                                 A Non-Diversified Portfolio
                                 of Federated Municipal
                                 Trust, an Open-End
                                 Management Investment
                                 Company
                                 Prospectus dated December
                                 31, 1995

[FEDERATED SECURITIES CORP. LOGO]
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           Cusip 314229782
           3090803A (12/95)                [RECYCLED PAPER LOGO]
                                           RECYCLED
                                           PAPER



                     NORTH CAROLINA MUNICIPAL CASH TRUST
                 (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
                     STATEMENT OF ADDITIONAL INFORMATION
   This Statement of Additional Information should be read with the
   prospectus of North Carolina Municipal Cash Trust (the "Fund"), a
   portfolio of Federated Municipal Trust (the "Trust") dated December 31,
   1995. This Statement is not a prospectus. You may request a copy of the
   prospectus or a paper copy of this Statement, if you have received it
   electronically, free of charge by calling 1-800-235-4669.

   FEDERATED INVESTORS TOWER
   PITTSBURGH, PA 15222-3779

                       Statement dated December 31, 1995
Federated Securities Corp.
Distributor
A subsidiary of Federated Investors




INVESTMENT POLICIES              2

 Acceptable Investments          2
 Participation Interests         2
 Municipal Leases                2
 Ratings                         3
 When-Issued and Delayed
  Delivery Transactions          4
 Repurchase Agreements           4
 Reverse Repurchase Agreements   5
 Credit Enhancement              5
NORTH CAROLINA INVESTMENT RISKS  6

INVESTMENT LIMITATIONS           7

 Regulatory Compliance          11
FEDERATED MUNICIPAL TRUST
MANAGEMENT                      11

 Share Ownership                20
 Trustees Compensation          21
 Trustee Liability              23
INVESTMENT ADVISORY SERVICES    23

 Investment Adviser             23
 Advisory Fees                  23
BROKERAGE TRANSACTIONS          24

OTHER SERVICES                  26

 Fund Administration            26



 Custodian and Portfolio
  Recordkeeper                  26
 Transfer Agent                 26
 Independent Public Accountants 27
SHAREHOLDER SERVICES AGREEMENT  27

DETERMINING NET ASSET VALUE     27

REDEMPTION IN KIND              28

MASSACHUSETTS PARTNERSHIP LAW   29

THE FUND'S TAX STATUS           29

PERFORMANCE INFORMATION         30

 Yield                          30
 Effective Yield                31
 Tax-Equivalent Yield           31
 Tax-Equivalency Table          31
 Total Return                   33
 Performance Comparisons        34
ABOUT FEDERATED INVESTORS       34

APPENDIX                        36




INVESTMENT POLICIES

Unless indicated otherwise, the policies described below may be changed by
the Board of 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.
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, or 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."
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.
REVERSE REPURCHASE AGREEMENTS
The Fund may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement, the Fund transfers possession of a portfolio instrument in return
for a percentage of the instrument's market value in cash and agrees that on
a stipulated date in the future the Fund will repurchase the portfolio
instrument by remitting the original consideration plus interest at an agreed
upon rate. The use of reverse repurchase agreements may enable the Fund to
avoid selling portfolio instruments at a time when a sale may be deemed to be
disadvantageous, but does not ensure this result. When effecting reverse
repurchase agreements, liquid assets of the Fund, in a dollar amount
sufficient to make payment for the obligations to be purchased, are:
segregated on the Fund's records at the trade date; marked to market daily;
and maintained until the transaction is settled.
CREDIT ENHANCEMENT
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.
NORTH CAROLINA INVESTMENT RISKS

The state of North Carolina's credit strength is derived from a diversified
and growing economy, relatively low unemployment rates, strong financial
management, and a low debt burden. In recent years, the state's economy has
become less dependent on agriculture (primarily tobacco) and manufacturing
(textiles and furniture) and has experienced increased activity in financial
services, research, high-tech manufacturing, and tourism. Although by
national standards North Carolina is not one of the wealthier states (89% of
national average), it is among the top in the Southeast region and its growth
in personal income continues to outstrip national figures. The employment
picture in North Carolina remains healthy with unemployment rates
significantly below national averages and employment growth rates among the
highest in the county.
North Carolina is a conservative debt issuer and has consistently maintained
extremely low debt levels. Such conservative levels are inherent in the
state's financial structure which contains constitutional debt limits. The
state's administration continues to demonstrate its ability and willingness
to adjust financial planning and budgeting to preserve financial balance.
When finances became tight during the recession of the early 1990s, the state
quickly responded to shortfalls by increasing its sales and corporate tax
rates and implementing expenditure reductions. Since the recession, North
Carolina has seen improving state finances and has implemented a series of
tax cuts while maintaining to fund capital and budget reserve accounts. The
finances of many of North Carolina's municipalities are also very strong.



This strength can be partially attributed to the Local Government Commission
of North Carolina which serves as a central oversight and consulting group
which must approve all debt issued by state municipalities. It is interesting
to note that over 25% of all Aaa-rated tax-exempt bonds issued nationwide are
issued by local municipalities within the state.


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

SELLING SHORT AND BUYING ON MARGIN
The Fund will not sell any securities short or purchase any securities on
margin but may obtain such short-term credits as may be necessary for
clearance of transactions.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Fund will not issue senior securities except that the Fund may borrow
money directly or through reverse repurchase agreements in amounts up to one-
third of the value of its net assets, including the amounts borrowed.
The Fund will not borrow money or engage in reverse repurchase agreements for
investment leverage, but rather as a temporary, extraordinary, or emergency
measure or to facilitate management of the portfolio by enabling the Fund to
meet redemption requests when the liquidation of portfolio securities is



deemed to be inconvenient or disadvantageous. The Fund will not purchase any
securities while borrowings in excess of 5% of its total assets are
outstanding.
PLEDGING ASSETS
The Fund will not mortgage, pledge, or hypothecate any assets except to
secure permitted borrowings. In those cases it may pledge assets having a
market value not exceeding the lesser of the dollar amounts borrowed or 15%
of the value of its total assets at the time of the pledge.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets except that it may acquire publicly
or nonpublicly issued North Carolina municipal securities or temporary
investments or enter into repurchase agreements in accordance with its
investment objective, policies, limitations, and its Declaration of Trust.
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 or real estate limited
partnerships, although it may invest in securities of issuers whose business
involves the purchase or sale of real estate or in securities which are
secured by real estate or interests in real estate.
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 purchase securities, if, as a result of such purchase, 25%
or more of the value of its total assets would be invested in any one
industry or in industrial development bonds or other securities, the interest
upon which is paid from revenues of similar types of projects. However, the
Fund may invest as temporary investments more than 25% of the value of its
assets in cash or cash items, securities issued or guaranteed by the U.S.
government, its agencies, or instrumentalities, or instruments secured by
these money market instruments, such as repurchase agreements.
The above 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 AND TRUSTEES
The Fund will not purchase or retain the securities of any issuer if the
Officers and Trustees of the Trust or its investment adviser, owning
individually more than .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 certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings association 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.



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


FEDERATED MUNICIPAL TRUST MANAGEMENT

OFFICERS AND TRUSTEES ARE LISTED WITH THEIR ADDRESSES, BIRTHDATES, 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. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of



the Funds. Mr. Donahue is the father of J. Christopher Donahue, Executive
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.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center -



Downtown; Member, 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; Shareholder, Henny, Kochuba, 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.


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.


Peter E. Madden



Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 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.



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


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, International Politics and Management Consultant; Trustee,
Carnegie Endowment for International Peace, RAND Corporation, Online Computer
Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management
Center; Director, Trustee, or Managing General Partner of the Funds;
President Emeritus, University of Pittsburgh; founding Chairman, National
Advisory Council for Environmental Policy and Technology and Federal
Emergency Management Advisory Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.



J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global 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 of the
Company.


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



 Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.






David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors;
Controller, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.; Senior Vice President,
Federated Shareholder Services; Vice President, Federated Administrative
Services; Treasurer of some of the Funds.


John W. McGonigle
Federated Investors Tower



Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global Research
Corp.; Trustee, Federated Services Company; Executive Vice President,
Secretary, and Trustee, Federated Administrative Services; President and
Trustee, Federated Shareholder Services; Director, Federated Securities
Corp.; Executive 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.
@ 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 referred to in the list of Trustees and Officers, "Funds" includes the
following investment companies:  American Leaders Fund, Inc.; Annuity
Management Series; Arrow Funds; Automated Government Money Trust; Blanchard
Funds; Blanchard Precious Metals, Inc.; Cash Trust Series II; Cash Trust
Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash
Trust; Federated ARMs Fund; Federated Equity Funds; Federated Exchange Fund,
Ltd.; Federated GNMA Trust; Federated Government Trust; Federated High Yield
Trust; Federated Income Securities Trust; Federated Income Trust; Federated
Index Trust; Federated Institutional Trust; Federated Master Trust; Federated
Short-Term Municipal Trust; Federated Short-Term U.S. Government Trust;
Federated Stock Trust; Federated Tax-Free Trust; Federated Total Return



Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S. Government
Securities Fund: 1-3 Years; Federated U.S. Government Securities Fund: 3-5
Years; 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; 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; 111 Corcoran
Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The Shawmut
Funds; Star Funds; The Starburst Funds; The Starburst Funds II; Stock and
Bond Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free
Instruments Trust; Trademark Funds; Trust for Financial Institutions; Trust
For Government Cash Reserves; Trust for Short-Term U.S. Government
Securities; Trust for U.S. Treasury Obligations; The Virtus Funds; World
Investment Series, Inc.


SHARE OWNERSHIP
Officers and Trustees as a group own less than 1% of the Fund`s outstanding
shares.
As of December 4, 1995, the following shareholder(s) of record owned 5% or
more of the outstanding shares of the North Carolina Municipal Cash Trust:



Stephens, Inc., Little Rock, AR, 9.29% and Julius Blum, Inc., Stanley, NC,
12.94%.
TRUSTEES COMPENSATION


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


John F. Donahue     $0             $0 for the Trust and
Chairman and Trustee                    68 other investment companies in the
Fund Complex
Thomas G. Bigley    $2,458         $20,688 for the Trust and
Trustee                            49 other investment companies in the Fund
Complex
John T. Conroy, Jr. $3,520         $117,202 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
William J. Copeland $3,520         $117,202 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Glen R. Johnson     $0             $0 for the Trust and
President and Trustee                   14 other investment companies in the
Fund Complex
James E. Dowd       $3,520         $117,202 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex



Lawrence D. Ellis, M.D.            $3,166    $106,460 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Edward L. Flaherty, Jr.            $3,520    $117,202 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Peter E. Madden     $2,757         $90,563 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Gregor F. Meyer     $3,166         $106,460 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
John E. Murray, Jr.,               $1,762    $0 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Wesley W. Posvar    $3,166         $106,460 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Marjorie P. Smuts   $3,166         $106,460 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex


*Information is furnished for the fiscal year ended October 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of
15 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. For the fiscal year ended
October 31, 1995, and for the period from November 29, 1993 (start of
business), to October 31, 1994, the adviser earned $537,013, and $296,066,
respectively, of which $433,120, and $261,597, respectively, were waived.



  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.
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 Fund 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. During the fiscal year
ended October 31, 1995, and for the period from December 31, 1993 (date of
initial public investment), to October 31, 1994, the Fund paid no brokerage
commissions.


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.
OTHER SERVICES

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. Prior to March 1, 1994, Federated Administrative
Services, Inc., also a subsidiary of Federated Investors, served as the
Fund's Administrator. (For purposes of this Statement of Additional
Information, Federated Administrative Services and Federated Administrative
Services, Inc. may hereinafter collectively be referred to as the
"Administrators.") For the fiscal year ended October 31, 1995, and for the
period from November 29, 1993 (start of business), to October 31, 1994, the
Administrators earned $125,000 and $52,447, respectively.
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.
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.
TRANSFER AGENT
As transfer agent, Federated Services Company maintains all necessary
shareholder records. For its services, the transfer agent receives a fee
based on size, type, and number of accounts and transactions made by
shareholders.



INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for the Fund are Arthur Andersen LLP,
Pittsburgh, PA.
SHAREHOLDER SERVICES AGREEMENT

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 Agreement, 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.
For the fiscal year ending October 31, 1995, the Fund paid Shareholder
Services fees in the amount of $268,507.
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.
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.
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.
The Fund's yield for the seven-day period ended October 31, 1995, was 3.47%.



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.
The Fund's effective yield for the seven-day period ended October 31, 1995,
was 3.52%.
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.
The Fund's tax-equivalent yield for the seven-day period ended October 31,
1995, was 6.59%.


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 NORTH CAROLINA

    TAX BRACKET:
    FEDERAL   15.00%         28.00%            31.00%      31.00%
    36.00           39.60%




    COMBINED
    FEDERAL
    AND STATE 22.00%         35.00%            38.00%           38.75%
    43.75         47.35%



    JOIN                             $1-          $39,001-       $94,251-
    $100,001-      $143,601-       OVER
    RETURN                 39,000           94,250         100,000
    143,600         256,500     $256,500

    SINGLE       $1-         $23,351-       $56,551-         $60,001-
    $117,951-        OVER
    RETURN    23,350            56,550          60,000           117,950
    256,500    $256,500


    Tax-Exempt
    Yield                     Taxable Yield Equivalent


     3.50%   4.49%  5.38%  5.65%   5.71%    6.22%  6.65%
     4.00%   5.13%  6.15%  6.45%   6.53%    7.11%  7.60%
     4.50%   5.77%  6.92%  7.26%   7.35%    8.00%  8.55%
     5.00%   6.41%  7.69%  8.06%   8.16%    8.89%  9.50%
     5.50%   7.05%  8.46%  8.87%   8.98%    9.78% 10.45%
     6.00%   7.69%  9.23%  9.68%   9.80%   10.67% 11.40%



     6.50%   8.33% 10.00% 10.48%  10.61%   11.56% 12.35%
     7.00%   8.97% 10.77% 11.29%  11.43%   12.44% 13.30%
     7.50%   9.62% 11.54% 12.10%  12.24%   13.33% 14.25%
     8.00%  10.26% 12.31% 12.90%  13.06%   14.22% 15.19%

    Note:  The maximum marginal tax rate for each bracket was used in
    calculating the taxable yield equivalent. Furthermore, additional state
    and local taxes paid on comparable taxable investments were not used to
    increase federal deductions.
The chart above is for illustrative purposes only. It is not an indicator of
past or future performance of the Fund.
*Some portion of the Fund's income may be subject to the federal alternative
minimum tax and state and local 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.
The Fund's average annual total returns for the one-year period ended October
31, 1995, and for the period from December 31, 1993 (date of initial public
investment) through October 31, 1995, were 3.51% and 3.04%, respectively.



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.
ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is reflected
in its investment decision making-structured, straightforward, and
consistent. This has resulted in a history of competitive performance with a
range of competitive investment products that have gained the confidence of
thousands of clients and their customers.
The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research. Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.



In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund. Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market funds,
a principal means used by money managers today to value money market fund
shares. Other innovations include the first institutional tax-free money
market fund. As of December 31, 1994, Federated Investors managed more than
$31 billion in assets across approximately 43 money market funds, including
17 government, 8 prime and 18 municipal with assets approximating $17
billion, $7.4 billion and $6.6 billion, respectively.
J. Thomas Madden, Executive Vice President, oversees Federated Investors'
equity and high yield corporate bond management while William D. Dawson,
Executive Vice President, oversees Federated Investors' domestic fixed income
management. Henry A. Frantzen, Executive Vice President, oversees the
management of Federated Investors' international portfolios.
MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial
goals through mutual funds. These investors, as well as businesses and
institutions, have entrusted over $2 trillion to the more than 5,500 funds
available.*
Federated Investors, through its subsidiaries, distributes mutual funds for a
variety of investment applications. Specific markets include:
INSTITUTIONAL CLIENTS
Federated Investors meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for a
variety of applications, including defined benefit and defined contribution
programs, cash management, and asset/liability management. Institutional
clients include corporations, pension funds, tax-exempt entities,



foundations/endowments, insurance companies, and investment and financial
advisors. The marketing effort to these institutional clients is headed by
John B. Fisher, President, Institutional Sales Division.


*Source:  Investment Company Institute
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations. Virtually all of the trust divisions of the
top 100 bank holding companies use Federated funds in their clients'
portfolios. The marketing effort to trust clients is headed by Mark R.
Gensheimer, Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor. The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.


APPENDIX

STANDARD & POOR'S RATINGS GROUP
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
A  Standard & Poor's Ratings Group  (S&P) note  rating reflects the liquidity
concerns and market access risks unique to notes.
SP-1      Very strong or strong capacity to pay principal and interest.
   Those issues determined to possess overwhelming safety characteristics
   will be given a plus sign (+) designation.



SP-2      Satisfactory capacity to pay principal and interest.
VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
S&P assigns dual ratings to all long-term debt issues that have as part of
their provisions a variable rate demand feature.  The first rating (long-term
rating) addresses the likelihood of repayment of principal and interest when
due, and the second rating (short-term rating) describes the demand
characteristics.  Several examples are AAA/A-1+, AA/A-1+, A/A-1.  (The
definitions for the long-term and the short-term ratings are provided below.)
COMMERCIAL PAPER (CP) RATINGS
An  S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
A-1       This highest category indicates that the degree of safety regarding
   timely payment is strong. Those issues determined to possess extremely
   strong safety characteristics are denoted with a plus sign (+)
   designation.
A-2       Capacity for timely payment on issues with this designation is
   satisfactory.  However, the relative degree of safety is not as high as
   for issues designated A-1.
LONG-TERM DEBT RATINGS
AAA  Debt rated "AAA" has the highest rating assigned by S&P.  Capacity to
pay interest and repay principal is     extremely strong.
AA   Debt rate "AA" has a very strong capacity to pay interest and repay
principal and differs from the highest  rated issues only in small degree.
A  Debt rated "A" has a strong capacity to pay interest and repay principal
   although it is somewhat more susceptible to the adverse effects of
   changes in circumstances and economic conditions than debt in higher
   rated categories.
MOODY'S INVESTORS SERVICE, INC.



SHORT-TERM MUNICIPAL OBLIGATION RATINGS
Moody's Investor Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG) (see below). The purpose of the MIG or
VMIG ratings is to provide investors with a simple system by which the
relative investment qualities of short-term obligations may be evaluated.
MIG1      This designation denotes best quality.  There is present strong
     protection by established cash flows, superior liquidity support or
     demonstrated broad based access to the market for refinancing.
MIG2      This designation denotes high quality.  Margins of protection are
     ample although not so large as in the preceding group.


VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
Short-term ratings on issues with demand features are differentiated by the
use of the VMIG symbol to reflect such characteristics as payment upon
periodic demand rather than fixed maturity dates and payment relying on
external liquidity.  In this case, two ratings are usually assigned, (for
example, AAA/VMIG-1); the first representing an evaluation of the degree of
risk associated with scheduled principal and interest payments, and the
second representing an evaluation of the degree of risk associated with the
demand feature.  The VMIG rating can be assigned a 1 or 2 designation using
the same definitions described above for the MIG rating.
COMMERCIAL PAPER (CP) RATINGS
P-1            Issuers rated PRIME-1 (or related supporting institutions)
     have a superior capacity for repayment of short-term promissory
     obligations. PRIME-1 repayment capacity will normally be evidenced by
     the following characteristics: leading market positions in well
     established industries, high rates of return on funds  employed,



     conservative capitalization structure with moderate reliance on debt and
     ample asset protection, broad margins in earning coverage of fixed
     financial charges and high internal cash generation, well-established
     access to a range of financial markets and assured sources of alternate
     liquidity
P-2            Issuers rated PRIME-2 (or related supporting institutions)
     have a strong capacity for repayment of short-term promissory
     obligations.  This will normally be evidenced by many of the
     characteristics cited above, but to a lesser degree. Earnings trends and
     coverage ratios, while sound, will be more subject to variation.
     Capitalization characteristics, while still appropriate, may be more
     affected by external conditions.  Ample alternate liquidity is
     maintained.
LONG-TERM DEBT RATINGS
AAA            Bonds which are rated AAA are judged to be of the best
     quality. They carry the smallest degree of investment  risk and are
     generally referred to as "gilt edged." Interest payments are protected
     by a large or by an exceptionally stable margin and principal is secure.
     While the various protective elements are likely to change, such changes
     is can be visualized are most unlikely to impair the fundamentally
     strong position of such issues.
AA   Bonds which are rated AA are judged to be of high quality by all
     standards.  Together with the AAA group, they comprise what are
     generally known as high grade bonds.  They are rated lower than the best
     bonds because margins of protection may not be as large as in AAA
     securities or fluctuation of protective elements may be of greater
     amplitude or there may be other elements present which make the long-
     term risks appear somewhat larger than in AAA securities.



A    Bonds which are rated A possess many favorable investment attributes and
     are to be considered as upper medium grade obligations. Factors giving
     security to principal and interest are considered adequate but elements
     may be present which suggest a susceptibility to impairment sometime in
     the future.
NR   Indicates that both the bonds and the obligor or credit enhancer are not
     currently rated by S&P or Moody's with respect to short-term
     indebtedness.  However, management considers them to be of comparable
     quality to securities rated A-1 or P-1.
NR(1)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AAA" by S&P or "AAA" by Moody's.
NR(2)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AA" by S&P or "AA" by Moody's.
NR(3)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "A" by S&P or Moody's.




Cusip 314229782




   

- --------------------------------------------------------------------------------
MARYLAND MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
PROSPECTUS

The  shares  of  Maryland Municipal  Cash  Trust  (the "Fund")  offered  by this
prospectus represent  interests  in  a non-diversified  portfolio  of  Federated
Municipal  Trust  (the "Trust"),  an open-end  management investment  company (a
mutual fund).  The  Fund  invests primarily  in  short-term  Maryland  municipal
securities,  including securities of states, territories, and possessions of the
United States which are not issued by or on behalf of Maryland, or its political
subdivisions and financing  authorities, but  which provide  income exempt  from
federal regular income tax and the personal income taxes imposed by the State of
Maryland  and Maryland municipalities consistent with stability of principal and
liquidity.

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 December 31,
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,
or  a  paper copy  of  this prospectus,  if  you have  received  your prospectus
electronically, free  of  charge  by calling  1-800-235-4669.  To  obtain  other
information,  or make inquiries about the Fund,  contact the Fund at the address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S>                                      <C>
SUMMARY OF FUND EXPENSES                         1
- --------------------------------------------------
FINANCIAL HIGHLIGHTS                             2
- --------------------------------------------------
GENERAL INFORMATION                              3
- --------------------------------------------------
INVESTMENT INFORMATION                           3
- --------------------------------------------------
  Investment Objective                           3
  Investment Policies                            3
  Maryland Municipal Securities                  6
  Investment Risks                               6
  Non-Diversification                            7
  Investment Limitations                         7
FUND INFORMATION                                 7
- --------------------------------------------------
  Management of the Fund                         7
  Distribution of Shares                         8
  Administration of the Fund                     9
NET ASSET VALUE                                  9
- --------------------------------------------------
HOW TO PURCHASE SHARES                           9
- --------------------------------------------------
  Special Purchase Features                     10

HOW TO REDEEM SHARES                            10
- --------------------------------------------------
  Special Redemption Features                   12

ACCOUNT AND SHARE INFORMATION                   12
- --------------------------------------------------
TAX INFORMATION                                 13
- --------------------------------------------------
  Federal Income Tax                            13
  State and Local Taxes                         13

PERFORMANCE INFORMATION                         14
- --------------------------------------------------
FINANCIAL STATEMENTS                            15
- --------------------------------------------------
REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                   25
- --------------------------------------------------
ADDRESSES                                       26
- --------------------------------------------------
</TABLE>


                                       I

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

<CAPTION>

                                       ANNUAL FUND OPERATING EXPENSES
                                  (As a percentage of average net assets)
<S>                                                                                     <C>        <C>
Management Fee (after waiver) (1)................................................................      0.00%
12b-1 Fee........................................................................................       None
Total Other Expenses.............................................................................      0.65%
  Shareholder Services Fee (after waiver) (2).........................................      0.24%
        Total Fund Operating Expenses (3)........................................................      0.65%
</TABLE>


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

(2) The maximum shareholder services fee is 0.25%.

(3)  The total  operating expenses  would have  been 1.16%  absent the voluntary
    waivers of the management fee and a portion of the shareholder services fee.

    The purpose of  this table  is to assist  an investor  in understanding  the
various  costs and expenses  that a shareholder  of the Trust  will bear, either
directly or indirectly. For more complete descriptions of the various costs  and
expenses,  see  "Fund Information."  Wire-transferred  redemptions of  less than
$5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
EXAMPLE                                                             1 YEAR     3 YEARS    5 YEARS   10 YEARS
- -----------------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                                <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of
each time period.................................................     $7         $21        $36        $81
</TABLE>


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

                                       1

MARYLAND MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 25.
<TABLE>
<CAPTION>
                                                                          YEAR ENDED OCTOBER 31,
                                                                          -----------------------
                                                                             1995       1994(a)
- ------------------------------------------------------------------------  ----------  -----------
<S>                                                                       <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                      $    1.00   $    1.00
- ------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------
  Net investment income                                                        0.03        0.01
- ------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------
  Distributions from net investment income                                    (0.03)      (0.01)
- ------------------------------------------------------------------------  ----------  -----------
NET ASSET VALUE, END OF PERIOD                                            $    1.00   $    1.00
- ------------------------------------------------------------------------  ----------  -----------
                                                                          ----------  -----------
TOTAL RETURN (b)                                                               3.36%       1.30%
- ------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------
  Expenses                                                                     0.65%       0.46%*
- ------------------------------------------------------------------------
  Net investment income                                                        3.30%       2.68%*
- ------------------------------------------------------------------------
  Expense waiver/reimbursement (c)                                             0.51%       0.53%*
- ------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                   $51,400       $56,275
- ------------------------------------------------------------------------
</TABLE>


*   Computed on an annualized basis.

(a)  Reflects operations for the period from May 9, 1994 (date of initial public
    investment) to October 31, 1994. For  the period from April 25, 1994  (start
    of business) to May 9, 1994, the Fund had no investment activity.

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

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

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

                                       2

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

The  Trust was established as a Massachusetts business trust under a Declaration
of Trust 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  Maryland  municipal  securities.  The Fund  may  not  be  a suitable
investment for retirement plans or for non-Maryland 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  taxes  imposed by  the  State of
Maryland and Maryland municipalities consistent with stability of principal  and
liquidity.  This  investment  objective cannot  be  changed  without shareholder
approval. While there is no assurance that the Fund will achieve its  investment
objective,  it endeavors to do so by  complying with the various requirements of
Rule 2a-7 under the Investment Company Act of 1940 which regulates money  market
mutual  funds  and  by  following  the  investment  policies  described  in this
prospectus.

INVESTMENT POLICIES

The Fund  pursues  its investment  objective  by  investing in  a  portfolio  of
Maryland  municipal securities (as defined below) maturing in 13 months or less.
As a matter of  investment policy, which cannot  be changed without  shareholder
approval,  the Fund will invest so that at  least 80% of the its annual interest
income is exempt from  federal regular income tax  and Maryland state and  local
income  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  Maryland  and  its political  subdivisions  and  financing
authorities,  and obligations of  other states, territories,  and possessions of
the United  States,  including  the  District of  Columbia,  and  any  political
subdivision or financing authority of any of these, the income from which is, in
the  opinion of qualified legal counsel,  exempt from federal regular income tax
and Maryland state and local income

                                       3

tax ("Maryland Municipal Securities"). Examples of Maryland Municipal Securities
include, but are not limited to:

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

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

    - municipal commercial paper and other short-term notes;

    - variable rate demand notes;

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

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

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

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

    MUNICIPAL LEASES.   Municipal  leases are  obligations issued  by state  and
    local governments or authorities to finance the acquisition of equipment and
    facilities.  They  may take  the form  of a  lease, an  installment purchase
    contract, a conditional sales contract,  or a participation interest in  any
    of  the above. Lease  obligations may be  subject to periodic appropriation.
    Municipal leases  are subject  to certain  specific risks  in the  event  of
    default or failure of appropriation.

CREDIT  ENHANCEMENT.    Certain  of the  Fund's  acceptable  investments  may be
credit-enhanced by a guaranty, letter  of credit, or insurance. Any  bankruptcy,
receivership, or default of the party
                                       4

providing   the  credit  enhancement  will  adversely  affect  the  quality  and
marketability of the underlying security.

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

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

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, all of comparable quality
to other securities in which the Fund invests, such as: obligations issued by or
on behalf of municipal or corporate issuers; 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

                                       5

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 Maryland
Municipal Securities is subject to the federal alternative minimum tax.

MARYLAND MUNICIPAL SECURITIES

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

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

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

INVESTMENT RISKS

Yields on  Maryland  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  Maryland  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 Maryland
Municipal Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Maryland 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
Maryland 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  Maryland  Municipal Securities  are subject  to  the
provisions  of bankruptcy, insolvency,  and other laws  affecting the rights and
remedies of creditors. In addition, the  obligations of such issuers may  become
subject  to  laws  enacted in  the  future  by Congress,  state  legislators, or
referenda extending  the  time for  payment  of principal  and/or  interest,  or
imposing  other constraints  upon enforcement  of such  obligations or  upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result  of litigation or  other conditions, the  power or ability  of

                                       6

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 directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of its cash value  with an agreement  to buy it  back on a  set date) or  pledge
securities  except,  under  certain circumstances,  the  Fund may  borrow  up to
one-third of the value of its total assets and pledge more than 15% of the value
of its  total assets  to secure  such borrowings.  These investment  limitations
cannot be changed without shareholder approval.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES.  The Fund 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.

                                       7

    ADVISER'S  BACKGROUND.   Federated  Management,  a Delaware  business trust,
    organized 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. With over $72 billion invested across more than 260
   funds under  management  and/or administration  by  its subsidiaries,  as  of
   December  31, 1994,  Federated Investors  is one  of the  largest mutual fund
   investment managers in  the United  States. With more  than 1,750  employees,
   Federated  continues to be led  by the management who  founded the company in
   1955. Federated funds are  presently at work in  and through 4,000  financial
   institutions  nationwide.  More  than 100,000  investment  professionals have
   selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes  recognize  that  such  persons  owe  a  fiduciary  duty  to  the   Fund's
shareholders  and  must  place  the  interests  of  shareholders  ahead  of  the
employees' own interest. Among other things, the codes: require preclearance and
periodic  reporting  of  personal  securities  transactions;  prohibit  personal
transactions  in securities  being purchased  or sold,  or being  considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial  public
offerings;  and prohibit taking  profits on securities held  for less than sixty
days. Violations of the codes are subject  to review by the Trustees, and  could
result in severe penalties.

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.

State  securities  laws  may  require  certain  financial  institutions  such as
depository institutions to register as dealers.

SHAREHOLDER SERVICES.    The  Fund  has  entered  into  a  Shareholder  Services
Agreement  with  Federated  Shareholder  Services,  a  subsidiary  of  Federated
Investors, under which the Fund may make payments up to .25 of 1% of the average
daily net asset value of shares, computed  at an annual rate, to obtain  certain
personal  services for shareholders  and provide the  maintenance of shareholder
accounts ("shareholder services").  From time to  time and for  such periods  as
deemed  appropriate, the amount  stated above may  be reduced voluntarily. Under
the Shareholder Services Agreement,  Federated Shareholder Services will  either
perform  shareholder services directly or  will select financial institutions to
perform shareholder  services. Financial  institutions will  receive fees  based
upon  shares owned by their clients or customers. The schedules of such fees and
the basis upon

                                       8

which such fees will be  paid will be determined from  time to time by the  Fund
and Federated Shareholder Services.

SUPPLEMENTAL  PAYMENTS  TO  FINANCIAL  INSTITUTIONS.   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.

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


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

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, Monday  through Friday, except  on New  Year's Day, Presidents'
Day, Good Friday, Memorial Day,  Independence Day, Labor Day, Thanksgiving  Day,
and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

Shares  are  sold  at  their  net asset  value,  without  a  sales  charge, next
determined after an  order is  received, on  days which  on the  New York  Stock
Exchange  is  open for  business. Shares  may be  purchased as  described below,
either 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 or more

                                       9

within a  90-day period.  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  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 purchase
shares through a  financial institution  which has  a sales  agreement with  the
distributor.  Orders 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.  Shares may be purchased by wire by calling the  Fund
before  1:00 p.m. (Eastern time). The  order is considered received immediately.
Payment by federal  funds must be  received before 3:00  p.m. (Eastern time)  in
order to begin earning dividends 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: Maryland Municipal Cash  Trust;
Fund  Number (this number can be found on the account statement or by contacting
the Fund.); Group Number or Order  Number; Nominee or Institution Name; and  ABA
Number  011000028.  Shares cannot  be purchased  by wire  on holidays  when wire
transfers are restricted. Questions on wire purchases should be directed to your
shareholder services  representative  at the  telephone  number listed  on  your
account statement.

PURCHASING  SHARES BY  CHECK.  Shares  may be  purchased by sending  a check to:
Federated Services  Company, P.O.  Box 8600,  Boston, MA  02266-8600. The  check
should  be  made payable  to Maryland  Municipal Cash  Trust. Please  include an
account number on the check. 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  an Automated Clearing
House ("ACH") member and  invested in Fund  shares. Shareholders should  contact
their financial institution 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

                                       10

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 dividend. Proceeds from
redemption requests received  after that  time include that  day's dividend  but
will  be wired  the following  business day.  Proceeds from  redemption requests
received on  holidays when  wire  transfers are  restricted  will be  wired  the
following  business day. Questions about telephone redemptions on days when wire
transfers are  restricted  should  be  directed  to  your  shareholder  services
representative  at the telephone number listed  on your account statement. Under
limited circumstances,  arrangements  may  be  made  with  the  distributor  for
same-day  payment  of  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  to:  Federated Services  Company,  P.O. Box  8600,  Boston, MA
02266-8600. If  share  certificates  have  been  issued,  they  should  be  sent
unendorsed  with  the written  request by  registered or  certified mail  to the
address noted above.
The written request should state: the Fund name; 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. Normally, a  check for  the proceeds is
mailed within one business day, but in no event more than seven days, after  the
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 association whose deposits are insured
by  an  organization  which is  administered  by the  Federal  Deposit Insurance
Corporation; a member firm of a domestic stock exchange; or any other  "eligible
guarantor

                                       11

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. Shareholder accounts will continue to
receive the daily dividend declared on the shares to be redeemed until the check
is presented  to UMB  Bank, N.A.,  the bank  responsible for  administering  the
checkwriting  program, for payment. However, checks should never be made payable
or sent to UMB Bank, N.A. or the Fund  to redeem shares, and a check may not  be
written to close an account.

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
institutions or the Fund.

ACCOUNT AND SHARE 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  all
transactions as well as dividends paid during the month.

ACCOUNTS  WITH LOW BALANCES.  Due to  the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds  to
the  shareholder if the account balance falls  below a required minimum value of
$10,000 due to shareholder redemptions. Before  shares are redeemed to close  an
account,  the shareholder is notified in writing and allowed 30 days to purchase
additional shares to meet the minimum requirement.

VOTING RIGHTS.   Each shareholder has  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. The
Trust is not required to hold annual shareholder meetings. Shareholder  approval
will be sought only

                                       12

for  certain changes in the Trust's or  the Fund's operation and for election of
Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be  called by the Trustees  upon the written request  of
shareholders owning at least 10% of the outstanding shares of the Trust.

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

FEDERAL INCOME TAX

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

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

Shareholders  are not  required to  pay the  federal regular  income tax  on any
dividends received  from the  Fund  that represent  net interest  on  tax-exempt
municipal   bonds.  However,  under  the  Tax  Reform  Act  of  1986,  dividends
representing net  interest earned  on 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
Maryland. Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.

MARYLAND  TAXES.  Under  existing Maryland laws, distributions  made by the Fund
will not be subject to Maryland state  or local income taxes to the extent  that
such  distributions  qualify  as exempt-interest  dividends  under  the Internal
Revenue Code, and represent (i) interest on tax-exempt obliga-
tions of Maryland or its political subdivisions or authorities; (ii) interest on
obligations of the United States  or an authority, commission,  instrumentality,
possession or territory of the United States; or (iii) gain realized by the Fund
from   the  sale  or   exchange  of  bonds  issued   by  Maryland,  a  political

                                       13

subdivision of Maryland, or the United States government (excluding  obligations
issued  by the  District of  Columbia, a territory  or possession  of the United
States, or a  department, agency, instrumentality,  or political subdivision  of
the   District,  territory  or  possession).  Conversely,  to  the  extent  that
distributions made by the Fund are derived from other types of obligations, such
distributions will be subject to Maryland income taxes.

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

From time to time, the Fund advertises its total return, 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.

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  the
Fund's performance to certain indices.

                                       14

MARYLAND MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                        CREDIT
    AMOUNT                                                                         RATING*       VALUE
- --------------     ------------------------------------------------------------    -------    -----------
<C>                <S>                                                             <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--98.6%
- -------------------------------------------------------------------------------
                   MARYLAND--92.0%
                   ------------------------------------------------------------
$1,190,000         Anne Arundel County, MD, 4.00% Bonds, 4/1/1996                    AA+      $ 1,191,951
                   ------------------------------------------------------------
 2,000,000         Anne Arundel County, MD, EDRB (Series 1988), 3.80% CP
                   (Baltimore Gas & Electric Co.), Mandatory Tender 11/16/1995       A-1        2,000,000
                   ------------------------------------------------------------
 2,000,000         Anne Arundel County, MD, EDRB (Series 1988), 3.90% CP
                   (Baltimore Gas & Electric Co.), Mandatory Tender 1/16/1996        A-1        2,000,000
                   ------------------------------------------------------------
 2,000,000         Anne Arundel County, MD, EDRB (Series 1988), 3.90% CP
                   (Baltimore Gas & Electric Co.), Mandatory Tender 12/13/1995       A-1        2,000,000
                   ------------------------------------------------------------
 2,475,000         Baltimore County, MD IDA, (Series 1994A) Weekly VRDNs (Pitts
                   Realty Limited Partnership)/(PNC Bank, NA, Delaware LOC)          P-1        2,475,000
                   ------------------------------------------------------------
 1,900,000         Baltimore County, MD Metropolitan District, Special
                   Assessment Bonds-63rd Issue, 5.70% Bonds, 7/1/1996                Aaa        1,922,883
                   ------------------------------------------------------------
 3,000,000 (a)     Baltimore County, MD, Puttable T-E Rec, Series 20, Der
                   Inverse T-E Rec (Series-20) Weekly VRDNs (Morgan Guaranty
                   Trust Co., New York LIQ)                                         VMIG1       3,000,000
                   ------------------------------------------------------------
 2,700,000         Baltimore County, MD, Revenue Bonds (1994 Issue) Weekly
                   VRDNs (Direct Marketing Associates, Inc. Facility)/(First
                   National Bank of Maryland, Baltimore LOC)                         A-1        2,700,000
                   ------------------------------------------------------------
   500,000         Baltimore, MD PCR Weekly VRDNs (SCM Plants, Inc.)/(Barclays
                   Bank PLC, London LOC)                                            A-1+          500,000
                   ------------------------------------------------------------
 2,000,000         Baltimore, MD, (Series 1988) Weekly VRDNs (Cherill
                   Associated Facility)/(Nationsbank of Maryland, N.A. LOC)          P-1        2,000,000
                   ------------------------------------------------------------
 1,500,000         Cecil County, MD, County Commissioners EDRB (Series 1988S)
                   Weekly VRDNs (Williams Mobile Offices, Inc.)/(First National
                   Bank of Maryland, Baltimore LOC)                                  A-1        1,500,000
                   ------------------------------------------------------------
</TABLE>


                                       15

MARYLAND MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                        CREDIT
    AMOUNT                                                                         RATING*       VALUE
- --------------     ------------------------------------------------------------    -------    -----------
<C>                <S>                                                             <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------------
                   MARYLAND--CONTINUED
                   ------------------------------------------------------------
$  995,000         Elkton, MD, Revenue Refunding Bonds (Series 1992) Weekly
                   VRDNs (Highway Service Ventures, Inc. Facility)/(First Union
                   National Bank, Charlotte, NC LOC)                                 A-1      $   995,000
                   ------------------------------------------------------------
 3,141,000         Hartford County, MD, (Series 1989) Weekly VRDNs (Hartford
                   Commons Associates Facility)/(Nationsbank of Virginia, N.A.
                   LOC)                                                              P-1        3,141,000
                   ------------------------------------------------------------
 2,000,000         Maryland EDC, Pooled Financing Revenue Bonds, (Series 1995)
                   Weekly VRDNs (Maryland Municipal Bond Fund)/(Nationsbank of
                   Maryland, N.A. LOC)                                               A-1        2,000,000
                   ------------------------------------------------------------
   500,000         Maryland Health & Higher Educational Facilities Authority,
                   (Series 1985B) Weekly VRDNs (First National Bank of Chicago
                   LOC)                                                             VMIG1         500,000
                   ------------------------------------------------------------
 1,900,000         Maryland Health & Higher Educational Facilities Authority,
                   ACESsm Revenue Bonds (Series 1994) Weekly VRDNs (Daughters
                   of Charity)                                                      VMIG1       1,900,000
                   ------------------------------------------------------------
 1,000,000         Maryland Health & Higher Educational Facilities Authority,
                   Revenue Bonds (Series 1992B) Weekly VRDNs (North Arundel
                   Hospital)/(Mellon Bank NA, Pittsburgh LOC)                       VMIG1       1,000,000
                   ------------------------------------------------------------
 2,000,000         Maryland State Energy Financing Administration, Annual
                   Tender Solid Waste Disposal Revenue Refunding Bonds, 4.30%
                   TOBs (Nevamar Corp.)/(International Paper Co. GTD), Optional
                   Tender 9/1/1996                                                   A-         2,000,000
                   ------------------------------------------------------------
 2,400,000         Maryland State IDFA Kelly Springfield Tire, Economic
                   Development Revenue Refunding Bonds (Series 1994) Weekly
                   VRDNs (Johnson Controls, Inc.)                                   VMIG1       2,400,000
                   ------------------------------------------------------------
 2,000,000         Montgomery County, MD EDA Weekly VRDNs (Howard Hughes
                   Medical Center)                                                  A-1+        2,000,000
                   ------------------------------------------------------------
 1,500,000         Montgomery County, MD EDA Weekly VRDNs (U.S. Pharmacopeial
                   Convention Facility)/(Chemical Bank, New York LOC)               VMIG1       1,500,000
                   ------------------------------------------------------------
</TABLE>


                                       16

MARYLAND MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                        CREDIT
    AMOUNT                                                                         RATING*       VALUE
- --------------     ------------------------------------------------------------    -------    -----------
<C>                <S>                                                             <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------------
                   MARYLAND--CONTINUED
                   ------------------------------------------------------------
$2,000,000         Montgomery County, MD, Multifamily Housing Revenue Bonds
                   1991 (Issue A) Weekly VRDNs (South Bay Club Apartments --
                   Van Nuys, G.P.)/(General Electric Capital Corp. LOC)             A-1+      $ 2,000,000
                   ------------------------------------------------------------
 2,000,000         Montgomery County, MD, Unlimited GO's, 9.20% Bonds, 6/1/1996     NR(1)       2,061,727
                   ------------------------------------------------------------
 1,100,000         Prince George's County, MD, IDRB (Series 1993), 4.00% TOBs
                   (International Paper Co.), Optional Tender 7/15/1996              A-         1,100,000
                   ------------------------------------------------------------
 1,135,000         Washington Suburban Sanitary District, MD, General
                   Construction GO Bonds, 4.50% Bonds, 6/1/1996                      Aa1        1,140,119
                   ------------------------------------------------------------
 2,260,000         Wicomico County, MD, EDRB (Series 1994) Weekly VRDNs (Field
                   Container Co. L.P.)/(Northern Trust Co., Chicago, IL LOC)        A-1+        2,260,000
                   ------------------------------------------------------------               -----------
                       Total                                                                   47,287,680
                   ------------------------------------------------------------               -----------
                   PUERTO RICO--2.7%
                   ------------------------------------------------------------
 1,400,000         Puerto Rico Industrial, Medical & Environmental PCA, (Series
                   1983A), 3.75% TOBs (Reynolds Metals Co.)/(ABN AMRO Bank
                   N.V., Amsterdam LOC), Optional Tender 9/1/1996                   A-1+        1,400,000
                   ------------------------------------------------------------               -----------
                   VIRGIN ISLANDS--3.9%
                   ------------------------------------------------------------
 2,000,000         Virgin Islands HFA, Single Family Mortgage Revenue Refunding
                   Bonds (1995 Series B), 4.375% TOBs (FGIC INS), Optional
                   Tender 2/1/1996                                                  A-1+        2,000,000
                   ------------------------------------------------------------               -----------
                     TOTAL SHORT TERM MUNICIPAL SECURITIES
                     (AT AMORTIZED COST)(b)                                                   $50,687,680
                   ------------------------------------------------------------               -----------
                                                                                              -----------
</TABLE>


Securities  that are subject  to Alternative Minimum Tax  represent 47.5% of the
portfolio as calculated based upon total portfolio market value.
*   Please refer to the Appendix of the Statement of Additional Information  for
    an explanation of the credit ratings. Current credit ratings are unaudited.
(a)  Denotes a  restricted security which  is subject to  restrictions on resale
    under Federal Securities laws. These  securities have been determined to  be
    liquid  under criteria established by  the Board of Trustees.  At the end of
    the period, these securities amounted to $3,000,000 which represents 5.8% of
    net assets.
(b) Also represents cost for federal tax purposes.
Note: The categories of  investments are  shown as  a percentage  of net  assets
      ($51,400,194) at October 31, 1995.

                                       17

MARYLAND MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronyms are used throughout this portfolio:
ACES   --Adjustable Convertible Extendible Securities
CP     --Commercial Paper
EDA    --Economic Development Authority
EDC    --Economic Development Commission
EDRB   --Economic Development Revenue Bonds
FGIC   --Financial Guaranty Insurance Company
GO     --General Obligation
GTD    --Guaranty
HFA    --Housing Finance Authority
IDA    --Industrial Development Authority
IDFA   --Industrial Development Finance Authority
IDRB   --Industrial Development Revenue Bonds
INS    --Insured
LIQ    --Liquidity Agreement
LOC    --Letter of Credit
PCA    --Pollution Control Authority
PCR    --Pollution Control Revenue
PLC    --Public Limited Company
TOBs   --Tender Option Bonds
VRDNs  --Variable Rate Demand Notes

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

                                       18

MARYLAND MUNICIPAL CASH TRUST

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                         <C>      <C>
ASSETS:
- -------------------------------------------------------------------
Investments in securities, at amortized cost and value               $50,687,680
- -------------------------------------------------------------------
Cash                                                                     281,048
- -------------------------------------------------------------------
Income receivable                                                        445,550
- -------------------------------------------------------------------
Deferred expenses                                                         30,035
- -------------------------------------------------------------------  -----------
    Total assets                                                      51,444,313
- -------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------
Payable for shares redeemed                                 $   501
- ----------------------------------------------------------
Income distribution payable                                  10,391
- ----------------------------------------------------------
Accrued expenses                                             33,227
- ----------------------------------------------------------  -------
    Total liabilities                                                     44,119
- -------------------------------------------------------------------  -----------
NET ASSETS for 51,400,194 shares outstanding                         $51,400,194
- -------------------------------------------------------------------  -----------
                                                                     -----------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- -------------------------------------------------------------------
$51,400,194  DIVIDED BY 51,400,194 shares outstanding                $      1.00
- -------------------------------------------------------------------  -----------
                                                                     -----------
</TABLE>


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

                                       19

MARYLAND MUNICIPAL CASH TRUST

STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                            <C>        <C>         <C>
INVESTMENT INCOME:
- --------------------------------------------------------------------
Interest                                                              $2,338,974
- --------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------
Investment advisory fee                                   $  296,327
- --------------------------------------------------------
Administrative personnel and services fee                    125,000
- --------------------------------------------------------
Custodian fees                                                27,900
- --------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses      13,996
- --------------------------------------------------------
Directors'/Trustees' fees                                        538
- --------------------------------------------------------
Auditing fees                                                  9,750
- --------------------------------------------------------
Legal fees                                                       263
- --------------------------------------------------------
Portfolio accounting fees                                     31,285
- --------------------------------------------------------
Shareholder services fee                                     148,133
- --------------------------------------------------------
Share registration costs                                      11,607
- --------------------------------------------------------
Printing and postage                                          12,082
- --------------------------------------------------------
Insurance premiums                                             4,047
- --------------------------------------------------------
Miscellaneous                                                  4,673
- --------------------------------------------------------  ----------
    Total expenses                                           685,601
- --------------------------------------------------------
Waivers--
- ---------------------------------------------
  Waiver of investment advisory fee            $(295,202)
- ---------------------------------------------
  Waiver of shareholder services fee              (4,024)
- ---------------------------------------------  ---------
    Total waivers                                           (299,226)
- --------------------------------------------------------  ----------
      Net expenses                                                       386,375
- --------------------------------------------------------------------  ----------
        Net investment income                                         $1,952,599
- --------------------------------------------------------------------  ----------
                                                                      ----------
</TABLE>


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

                                       20

MARYLAND MUNICIPAL CASH TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                             YEAR ENDED       PERIOD ENDED
                                                          OCTOBER 31, 1995  OCTOBER 31, 1994*
                                                          ----------------  -----------------
<S>                                                       <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
- --------------------------------------------------------
OPERATIONS--
- --------------------------------------------------------
Net investment income                                      $    1,952,599     $     735,164
- --------------------------------------------------------  ----------------  -----------------
DISTRIBUTIONS TO SHAREHOLDERS--
- --------------------------------------------------------
Distributions from net investment income                       (1,952,599)         (735,164)
- --------------------------------------------------------  ----------------  -----------------
SHARE TRANSACTIONS--
- --------------------------------------------------------
Proceeds from sale of shares                                  180,327,160       231,266,672
- --------------------------------------------------------
Net asset value of shares issued to shareholders in
payment of distributions declared                               1,800,625           596,061
- --------------------------------------------------------
Cost of shares redeemed                                      (187,002,830)     (175,587,494)
- --------------------------------------------------------  ----------------  -----------------
    Change in net assets resulting from share
    transactions                                               (4,875,045)       56,275,239
- --------------------------------------------------------  ----------------  -----------------
        Change in net assets                                   (4,875,045)       56,275,239
- --------------------------------------------------------
NET ASSETS:
- --------------------------------------------------------
Beginning of period                                            56,275,239                 0
- --------------------------------------------------------  ----------------  -----------------
End of period                                              $   51,400,194     $  56,275,239
- --------------------------------------------------------  ----------------  -----------------
                                                          ----------------  -----------------
</TABLE>


* For the period from April 25, 1994 (start of business) to October 31, 1994.

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

                                       21

MARYLAND MUNICIPAL CASH TRUST

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------

(1) ORGANIZATION

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

(2) SIGNIFICANT ACCOUNTING POLICIES

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

    INVESTMENT  VALUATIONS--The Fund's use of the amortized cost method to value
    its portfolio securities is in accordance with Rule 2a-7 under the Act.
    INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and  expenses
    are  accrued daily. Bond premium and  discount, if applicable, are amortized
    as  required  by  the  Internal  Revenue  Code,  as  amended  (the  "Code").
    Distributions to shareholders are recorded on the ex-dividend date.

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

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

    CONCENTRATION OF CREDIT RISK--Since the  Fund invests a substantial  portion
    of  its assets in issuers located in  one state, it will be more susceptible
    to factors  adversely  affecting issuers  of  that  state than  would  be  a
    comparable  tax-exempt  mutual fund  that  invests nationally.  In  order to
    reduce the credit risk  associated with such factors,  at October 31,  1995,
    55.2%  of  the securities  in  the portfolio  of  investments are  backed by
    letters of credit or  bond insurance of  various financial institutions  and
    financial  guaranty assurance agencies. The  value of investments insured by
    or supported  (backed) by  a letter  of credit  for any  one institution  or
    agency does not exceed 8.3% of total investments.

                                       22

MARYLAND MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

    RESTRICTED SECURITIES--Restricted securities are securities that may only be
    resold  upon registration under  federal securities laws  or in transactions
    exempt from such registration. Many  restricted securities may be resold  in
    the  secondary  market in  transactions  exempt from  registration.  In some
    cases, the restricted  securities may  be resold  without registration  upon
    exercise  of a demand feature. Such  restricted securities may be determined
    to be liquid under criteria established by the Board of Trustees. The  Trust
    will  not  incur  any  registration  costs  upon  such  resales.  Restricted
    securities are valued at amortized cost  in accordance with Rule 2a-7  under
    the Investment Company Act of 1940.

    Additional  information on each restricted security held at October 31, 1995
    is as follows:
<TABLE>
<CAPTION>
                         SECURITY                         ACQUISITION DATE    ACQUISITION COST
    --------------------------------------------------    ----------------    ----------------
    <S>                                                   <C>                 <C>
    Baltimore County, Md, Puttable T-E Rec, Series 20     August 11, 1994        $3,000,000
</TABLE>


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

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

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust  permits the Trustees to  issue an unlimited number  of
full  and  fractional  shares of  beneficial  interest (without  par  value). At
October 31, 1995, capital paid-in aggregated $51,400,194. Transactions in shares
were as follows:
<TABLE>
<CAPTION>
                                                  YEAR ENDED          PERIOD ENDED
                                               OCTOBER 31, 1995   OCTOBER 31, 1994(a)
- ---------------------------------------------  ----------------   --------------------
<S>                                            <C>                <C>
Shares sold                                       180,327,160          231,266,672
- ---------------------------------------------
Shares issued to shareholders in payment of
distributions declared                              1,800,625              596,061
- ---------------------------------------------
Shares redeemed                                  (187,002,830)        (175,587,494)
- ---------------------------------------------  ----------------   --------------------
    Net change resulting from share
    transactions                                   (4,875,045)          56,275,239
- ---------------------------------------------  ----------------   --------------------
                                               ----------------   --------------------
</TABLE>


(a) For the period from April 25, 1994 (start of business) to October 31, 1994.

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Federated  Management, the  Fund's investment  adviser,
(the  "Adviser"), receives  for its services  an annual  investment advisory fee
equal to .50 of 1% of the Fund's average

                                       23

MARYLAND MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
daily net assets. The Adviser may voluntarily choose to waive any portion of its
fee and/or reimburse  certain operating expenses  of the Fund.  The Adviser  can
modify  or terminate this  voluntary waiver and/or reimbursement  at any time at
its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services, under the  Administrative
Services   Agreement,  provides  the  Fund  with  administrative  personnel  and
services. This fee is based on the  level of average aggregate daily net  assets
of  all funds advised by subsidiaries of Federated Investors for the period. The
administrative fee received  during the  period of  the Administrative  Services
Agreement  shall  be  at  least  $125,000 per  portfolio  and  $30,000  per each
additional class of shares.

SHAREHOLDER SERVICES FEE--Under  the terms of  a Shareholder Services  Agreement
with  Federated Shareholder Services ("FSS,") the Fund will pay FSS up to .25 of
1% of daily  average net  assets of the  Trust for  the period. This  fee is  to
obtain  certain services for shareholders  and to maintain shareholder accounts.
FSS may voluntarily  choose to waive  a portion of  its fee. FSS  can modify  or
terminate this voluntary waiver at any time at its sole discretion.

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

PORTFOLIO ACCOUNTING FEES--FServ  also maintains the  Fund's accounting  records
for which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.

ORGANIZATIONAL   EXPENSES--Organizational  expenses  of   $14,426  and  start-up
administrative service expenses of $31,506 were borne initially by the  Adviser.
The Fund has agreed to reimburse the Adviser for the organizational expenses and
start-up administrative expenses during the five year period following effective
date.  For the period ended  October 31, 1995, the  Fund paid $1,523 and $3,326,
respectively, pursuant to this agreement

INTERFUND TRANSACTIONS--During  the  period ended  October  31, 1995,  the  Fund
engaged  in  purchase  and  sale  transactions with  funds  that  have  a common
investment adviser,  common Directors/Trustees,  and/or common  Officers.  These
transactions  were made at current market value pursuant to Rule 17a-7 under the
Act amounting to $151,635,000 and $168,035,000 respectively.

GENERAL--Certain of the  Officers and  Trustees of  the Trust  are Officers  and
Directors of the above companies.

                                       24

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

To the Shareholders and Board of Trustees of
FEDERATED MUNICIPAL TRUST
(Maryland Municipal Cash Trust):

We have audited the accompanying statement of assets and liabilities of Maryland
Municipal  Cash Trust (an  investment portfolio of  Federated Municipal Trust, a
Massachusetts business trust), including the schedule of portfolio  investments,
as  of October 31, 1995,  the related statement of  operations for the year then
ended, and the statement of changes  in net assets and the financial  highlights
(see  page  2 of  the  prospectus) for  the  periods presented.  These financial
statements and  financial  highlights  are the  responsibility  of  the  Trust's
management.  Our  responsibility is  to express  an  opinion on  these financial
statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance  about  whether  the  financial  statements  and  financial
highlights  are free of material misstatement. An audit includes examining, on a
test basis, evidence  supporting the  amounts and disclosures  in the  financial
statements.  Our  procedures included  confirmation  of securities  owned  as of
October 31, 1995, by correspondence with  the custodian. An audit also  includes
assessing  the  accounting principles  used  and significant  estimates  made by
management, as well as evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.

In  our opinion, the  financial statements and  financial highlights referred to
above present  fairly,  in all  material  respects, the  financial  position  of
Maryland  Municipal Cash Trust  (an investment portfolio  of Federated Municipal
Trust) as of October 31, 1995, the  results of its operations for the year  then
ended,  and the changes in  its net assets and  the financial highlights for the
periods presented, in conformity with generally accepted accounting principles.

                                          ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
December 15, 1995

                                       25

ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                   <C>
Maryland 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 8600
                                                      Boston, MA 02266-8600
- --------------------------------------------------------------------------------

Transfer Agent and Dividend Disbursing Agent
              Federated Services Company              P.O. Box 8600
                                                      Boston, MA 02266-8600
- --------------------------------------------------------------------------------

Independent Public Accountants
              Arthur Andersen LLP                     2100 One PPG Plaza
                                                      Pittsburgh, PA 15222
- --------------------------------------------------------------------------------
</TABLE>


                                       26


- --------------------------------------------------------------------------------
                                 MARYLAND MUNICIPAL
                                 CASH TRUST

                                 PROSPECTUS
                                 A Non-Diversified Portfolio
                                 of Federated Municipal
                                 Trust, an Open-End
                                 Management Investment
                                 Company
                                 Prospectus dated December
                                 31, 1995

[FEDERATED SECURITIES CORP. LOGO]
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           Cusip 314229774
           G00105-01-A (12/95)             [RECYCLED PAPER LOGO]
                                           RECYCLED
                                           PAPER


                        MARYLAND MUNICIPAL CASH TRUST
                  (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
                     STATEMENT OF ADDITIONAL INFORMATION
   This Statement of Additional Information should be read with the
   prospectus of Maryland Municipal Cash Trust (the "Fund"), a portfolio of
   Federated Municipal Trust (the "Trust") dated December 31, 1995. This
   Statement is not a prospectus. You may request a copy of the prospectus or
   a paper copy of this Statement, if you have received it electronically,
   free of charge by calling 1-800-235-4669.

   FEDERATED INVESTORS TOWER
   PITTSBURGH, PA 15222-3779

                        Statement dated December 31, 1995
Federated Securities Corp.
Distributor
A subsidiary of Federated Investors



INVESTMENT POLICIES              2

 Acceptable Investments          2
 Participation Interests         2
 Municipal Leases                2
 Ratings                         3
 When-Issued and Delayed
  Delivery Transactions          4
 Repurchase Agreements           4
 Reverse Repurchase Agreements   5
 Credit Enhancement              5
MARYLAND INVESTMENT RISKS        6

INVESTMENT LIMITATIONS           7

 Regulatory Compliance          11
FEDERATED MUNICIPAL TRUST
MANAGEMENT                      11

 Share Ownership                21
 Trustees Compensation          21
 Trustee Liability              23
INVESTMENT ADVISORY SERVICES    23

 Investment Adviser             23
 Advisory Fees                  24
BROKERAGE TRANSACTIONS          24

OTHER SERVICES                  26

 Fund Administration            26



 Custodian and Portfolio
  Recordkeeper                  26
 Transfer Agent                 27
 Independent Public Accountants 27
SHAREHOLDER SERVICES AGREEMENT  27

DETERMINING NET ASSET VALUE     28

REDEMPTION IN KIND              29

MASSACHUSETTS PARTNERSHIP LAW   29

THE FUND'S TAX STATUS           30

PERFORMANCE INFORMATION         30

 Yield                          30
 Effective Yield                31
 Tax-Equivalent Yield           31
 Tax-Equivalency Table          31
 Total Return                   33
 Performance Comparisons        33
ABOUT FEDERATED INVESTORS       34

APPENDIX                        36




INVESTMENT POLICIES

Unless indicated otherwise, the policies described below may be changed by the
Board of 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.
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, or 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."
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.
REVERSE REPURCHASE AGREEMENTS
The Fund may also enter into reverse repurchase agreements.  These
transactions are similar to borrowing cash.  In a reverse repurchase
agreement, the Fund transfers possession of a portfolio instrument in return
for a percentage of the instrument's market value in cash and agrees that on a
stipulated date in the future the Fund will repurchase the portfolio
instrument by remitting the original consideration plus interest at an agreed
upon rate.  The use of reverse repurchase agreements may enable the Fund to
avoid selling portfolio instruments at a time when a sale may be deemed to be
disadvantageous, but does not ensure this result. When effecting reverse
repurchase agreements, liquid assets of the Fund, in a dollar amount
sufficient to make payment for the obligations to be purchased, are:
segregated on the Fund's records at the trade date; marked to market daily;
and maintained until the transaction is settled.
CREDIT ENHANCEMENT
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.
MARYLAND INVESTMENT RISKS

The state of Maryland's economy differs from that of the nation, with a
heavier dependence on government, services (particularly business,
engineering, and management services), and trade than the typical state and
less reliance on manufacturing.  The state's economic structure reflects its
proximity to Washington D.C.  with one-tenth of civilian wages paid in the
state coming from federal agencies located in Maryland and 10% of Maryland's
personal income originating from jobs in the District of Columbia. Although
this structure adds a degree of concentration risk, the wages earned by
Maryland's federal workers also contributes to the state's above average
income and below average unemployment figures.  In 1993, Maryland's per capita
personal income was the fifth highest in the nation.  Although the Maryland
economy is rebounding from the recession in the early 1990s, the pace of job
growth has trailed that of the nation.  This weakness is expected to continue
and is largely attributable to the recent restructuring within the government
and defense-related industries.
State finances are well-managed with strong administrative control exercised
by the State Board of Public Works, which is comprised of the governor, the
treasurer, and the controller.  The revenue stream is well diversified relying
heavily on sales, income and a variety of other taxes (including a state
property tax).  The finances of the state have improved significantly since
the recession in the early 1990s.  The state went from a significant deficit
position in 1992 to a healthy surplus in both 1994 and 1995.  Although
Maryland remains one of the nations more indebted states, it has restrained
borrowings in recent years resulting in a more modest debt burden.  Maryland



relies on its Debt Affordability Committee to formulate annual guidelines for
prudent debt issuance.  For fiscal year 1996, the state legislature mandated
that the state fund a State Reserve Fund and a revenue stabilization account.
These funds should provide an additional cushion in the case of future
financial hardships.


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

SELLING SHORT AND BUYING ON MARGIN
The Fund will not   sell any securities short or purchase any securities on
margin but may obtain such short-term credits as may be  necessary for
clearance of transactions.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Fund will not issue senior securities except that the Fund may borrow
money directly or through reverse repurchase agreements in amounts up to one-
third of the value of its net assets, including the amounts borrowed.
The Fund will not borrow money or engage in reverse repurchase agreements for
investment leverage, but rather as a temporary, extraordinary, or emergency
measure or to facilitate management of the portfolio by enabling the Fund to
meet redemption requests when the liquidation of portfolio securities is



deemed to be inconvenient or disadvantageous.  The Fund will not purchase any
securities while borrowings in excess of 5% of 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. In those cases, it may pledge assets
having a market value not exceeding the lesser of the dollar amounts borrowed
or 15% of the value of its total assets at the time of the pledge.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets, except that it may acquire publicly
or nonpublicly issued Maryland municipal securities or temporary investments
or enter into repurchase agreements in accordance with its investment
objective, policies, and limitations, and its 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 or real estate limited
partnerships, although it may invest in securities of issuers whose business
involves the purchase or sale of real estate or in securities which are
secured by real estate or interests in real estate.
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 purchase securities, if as a result of such purchase, 25% or
more of the value of its total assets would be invested in any one industry or
in industrial development bonds or other securities, the interest upon which
is paid from revenues of similar types of projects. However, the Fund may
invest as temporary investments more than 25% of the value of its assets in
cash or cash items, securities issued or guaranteed by the U.S. government,
its agencies, or instrumentalities, or instruments secured by these money
market instruments, such as repurchase agreements.
The above 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 AND TRUSTEES
The Fund will not purchase or retain the securities of any issuer if the
Officers and Trustees of the Trust or its investment adviser, owning
individually more than .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 certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings associations 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 did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present intent
to do so during the coming fiscal year.


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


FEDERATED MUNICIPAL TRUST MANAGEMENT

OFFICERS AND TRUSTEES ARE LISTED WITH THEIR ADDRESSES, BIRTHDATES, 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. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of
the Funds. Mr. Donahue is the father of J. Christopher Donahue, Executive 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.



Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of Pittsburgh;
Medical Director, University of Pittsburgh Medical Center - Downtown; Member,
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; Shareholder, Henny, Kochuba, 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.


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.


Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 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.



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


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, International Politics and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management Center;
Director, Trustee, or Managing General Partner of the Funds; President
Emeritus, University of Pittsburgh; founding Chairman, National Advisory
Council for Environmental Policy and Technology and Federal Emergency
Management Advisory Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee



Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.





J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global 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 of the Company.


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated
Research Corp., Federated Global Research Corp. and Passport Research, Ltd.;



Executive Vice President and Director, Federated Securities Corp.; Trustee,
Federated Services Company; Chairman, Treasurer, and Trustee, Federated
Administrative Services; Trustee or Director of some of the Funds; President,
Executive Vice President and Treasurer of some of the Funds.


 Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.






David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors;
Controller, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.; Senior Vice President,



Federated Shareholder Services; Vice President, Federated Administrative
Services; Treasurer of some of the Funds.


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global Research
Corp.; Trustee, Federated Services Company; Executive Vice President,
Secretary, and Trustee, Federated Administrative Services; President and
Trustee, Federated Shareholder Services; Director, Federated Securities Corp.;
Executive 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.
@ 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 referred to in the list of Trustees and Officers, "Funds" includes the
following investment companies:  American Leaders Fund, Inc.; Annuity
Management Series; Arrow Funds; Automated Government Money Trust; Blanchard
Funds; Blanchard Precious Metals, Inc.; Cash Trust Series II; Cash Trust
Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash
Trust; Federated ARMs Fund; Federated Equity Funds; Federated Exchange Fund,



Ltd.; Federated GNMA Trust; Federated Government Trust; Federated High Yield
Trust; Federated Income Securities Trust; Federated Income Trust; Federated
Index Trust; Federated Institutional Trust; Federated Master Trust; Federated
Short-Term Municipal Trust; Federated Short-Term U.S. Government Trust;
Federated Stock Trust; Federated Tax-Free Trust; Federated Total Return
Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S. Government
Securities Fund: 1-3 Years; Federated U.S. Government Securities Fund: 3-5
Years; 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; 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; 111 Corcoran
Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The Shawmut
Funds; Star Funds; The Starburst Funds; The Starburst Funds II; Stock and Bond
Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free Instruments
Trust; Trademark Funds; Trust for Financial Institutions; Trust For Government
Cash Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; The Virtus Funds; World Investment Series, Inc.





SHARE OWNERSHIP
Officers and Trustees as a group own less than 1% of the Fund`s outstanding
shares.
As of December 4, 1995, the following shareholders of record owned 5% or more
of the outstanding shares of the Maryland Municipal Cash Trust:  United
Communications Group, Rockville, MD, 14.25%; Charles Bresler, Washington,
D.C., 14.56%; and James G. Robinson, Baltimore, MD, 16.97%.
TRUSTEES COMPENSATION


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


John F. Donahue     $0             $0 for the Trust and
Chairman and Trustee                    68 other investment companies in the
Fund Complex
Thomas G. Bigley    $2,458         $20,688 for the Trust and
Trustee                            49 other investment companies in the Fund
Complex
John T. Conroy, Jr. $3,520         $117,202 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
William J. Copeland $3,520         $117,202 for the Trust and



Trustee                            64 other investment companies in the Fund
Complex
Glen R. Johnson     $0             $0 for the Trust and
President and Trustee                   14 other investment companies in the
Fund Complex
James E. Dowd       $3,520         $117,202 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Lawrence D. Ellis, M.D.            $3,166    $106,460 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Edward L. Flaherty, Jr.            $3,520    $117,202 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Peter E. Madden     $2,757         $90,563 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Gregor F. Meyer     $3,166         $106,460 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
John E. Murray, Jr.,               $1,762    $0 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Wesley W. Posvar    $3,166         $106,460 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Marjorie P. Smuts   $3,166         $106,460 for the Trust and



Trustee                            64 other investment companies in the Fund
Complex


*Information is furnished for the fiscal year ended October 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of 15
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. For the fiscal year ended October
31, 1995, and for the period from April 25, 1994 (start of business), to
October 31, 1994, the adviser earned $296,327, and $137,219, respectively, of
which $295,202, and $137,147, respectively, were waived.
  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.
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 Fund 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. During the fiscal year ended October 31, 1995,
and for the period from May 9, 1994 (date of initial public investment), to
October 31, 1994, the Fund paid no brokerage commissions.


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.
OTHER SERVICES

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. Prior to March 1, 1994, Federated Administrative
Services, Inc., also a subsidiary of Federated Investors, served as the Fund's
Administrator. (For purposes of this Statement of Additional Information,
Federated Administrative Services and Federated Administrative Services, Inc.
may hereinafter collectively be referred to as the "Administrators.") For the
fiscal year ended October 31, 1995, and for the period from April 25, 1994
(start of business), to October 31, 1994, the Administrators earned $125,000,
and $20,890, respectively. 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.
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.



TRANSFER AGENT
As transfer agent, Federated Services Company maintains all necessary
shareholder records. For its services, the transfer agent receives a fee based
on size, type, and number of accounts and transactions made by shareholders.
INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for the Fund are Arthur Andersen LLP,
Pittsburgh, PA.
SHAREHOLDER SERVICES AGREEMENT

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 Agreement, 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. For the fiscal
year ending October 31, 1995, the Fund paid Shareholder Services fees in the
amount of $148,133, of which $4,024 was waived.





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.
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.
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.
The Fund's yield for the seven-day period ended October 31, 1995, was 3.35%.
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.
The Fund's effective yield for the seven-day period ended October 31, 1995,
was 3.41%.
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.
The Fund's tax-equivalent yield for the seven-day period ended October 31,
1995, was 5.55%.


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 MARYLAND
                            INCLUDING LOCAL INCOME TAX

    COMBINED FEDERAL, STATE, AND COUNTY INCOME TAX BRACKET:
              22.50%         35.50%      38.50%       40.00%
    45.00%             48.60%


    SINGLE       $1-          $23,351-     $56,551-     $100,001-
    $117,951-          OVER
    RETURN    23,350            56,550       100,000      117,950
    256,500           256,500


    Tax-Exempt
    Yield                Taxable Yield Equivalent


     2.00%  2.58%    3.10%   3.25%  3.33%   3.64%      3.89%
     2.50%  3.23%    3.88%   4.07%  4.17%   4.55%      4.86%
     3.00%  3.87%    4.65%   4.88%  5.00%   5.45%      5.84%
     3.50%  4.52%    5.43%   5.69%  5.83%   6.36%      6.81%
     4.00%  5.16%    6.20%   6.50%  6.67%   7.27%      7.78%
     4.50%  5.81%    6.98%   7.32%  7.50%   8.18%      8.75%
     5.00%  6.45%    7.75%   8.13%  8.33%   9.09%      9.73%
     5.50%  7.10%    8.53%   8.94%  9.17%  10.00%     10.70%     6.00%
     7.74%  9.30%    9.76%  10.00% 10.91%  11.67%
     6.50%  8.39%   10.08%  10.57% 10.83%  11.82%     12.65%



    Note: The maximum marginal tax rate for each bracket was used in
    calculating the taxable yield equivalent. Furthermore, additional state
    and local taxes paid on comparable taxable investments were not used to
    increase federal deductions. The local income tax rate is assumed to be
    50% of the state rate for all counties excluding Alleghany, Baltimore,
    Montgomery, Prince George's, Talbot and Worcester.
    The chart above is for illustrative purposes only. It is not an indicator
    of past or future performance of 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.
The Fund's average annual total returns for the one-year period ended October
31, 1995, and for the period from May 9, 1994 (date of initial public
investment), through October 31, 1995, were 3.36% and 3.16%, respectively.


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.
ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is reflected
in its investment decision making-structured, straightforward, and consistent.
This has resulted in a history of competitive performance with a range of
competitive investment products that have gained the confidence of thousands
of clients and their customers.
The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research. Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund. Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market funds,



a principal means used by money managers today to value money market fund
shares. Other innovations include the first institutional tax-free money
market fund. As of December 31, 1994, Federated Investors managed more than
$31 billion in assets across approximately 43 money market funds, including 17
government, 8 prime and 18 municipal with assets approximating $17 billion,
$7.4 billion and $6.6 billion, respectively.
J. Thomas Madden, Executive Vice President, oversees Federated Investors'
equity and high yield corporate bond management while William D. Dawson,
Executive Vice President, oversees Federated Investors' domestic fixed income
management. Henry A. Frantzen, Executive Vice President, oversees the
management of Federated Investors' international portfolios.
MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $2 trillion to the more than 5,500 funds available.*
Federated Investors, through its subsidiaries, distributes mutual funds for a
variety of investment applications. Specific markets include:
INSTITUTIONAL CLIENTS
Federated Investors meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for a
variety of applications, including defined benefit and defined contribution
programs, cash management, and asset/liability management. Institutional
clients include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial
advisors. The marketing effort to these institutional clients is headed by
John B. Fisher, President, Institutional Sales Division.

*Source:  Investment Company Institute





TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations. Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios.
The marketing effort to trust clients is headed by Mark R. Gensheimer,
Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor. The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.


APPENDIX

STANDARD & POOR'S RATINGS GROUP
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
A  Standard & Poor's Ratings Group  (S&P) note  rating reflects the liquidity
concerns and market access risks unique to notes.
SP-1      Very strong or strong capacity to pay principal and interest.  Those
   issues determined to possess overwhelming safety characteristics will be
   given a plus sign (+) designation.
SP-2      Satisfactory capacity to pay principal and interest.
VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
S&P assigns dual ratings to all long-term debt issues that have as part of
their provisions a variable rate demand feature.  The first rating (long-term



rating) addresses the likelihood of repayment of principal and interest when
due, and the second rating (short-term rating) describes the demand
characteristics.  Several examples are AAA/A-1+, AA/A-1+, A/A-1.  (The
definitions for the long-term and the short-term ratings are provided below.)
COMMERCIAL PAPER (CP) RATINGS
An  S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
A-1       This highest category indicates that the degree of safety regarding
   timely payment is strong. Those issues determined to possess extremely
   strong safety characteristics are denoted with a plus sign (+)
   designation.
A-2       Capacity for timely payment on issues with this designation is
   satisfactory.  However, the relative degree of safety is not as high as
   for issues designated A-1.
LONG-TERM DEBT RATINGS
AAA  Debt rated "AAA" has the highest rating assigned by S&P.  Capacity to pay
interest and repay principal is    extremely strong.
AA   Debt rate "AA" has a very strong capacity to pay interest and repay
principal and differs from the highest  rated issues only in small degree.
A  Debt rated "A" has a strong capacity to pay interest and repay principal
   although it is somewhat more susceptible to the adverse effects of changes
   in circumstances and economic conditions than debt in higher rated
   categories.
MOODY'S INVESTORS SERVICE, INC.
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
Moody's Investor Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG) (see below). The purpose of the MIG or



VMIG ratings is to provide investors with a simple system by which the
relative investment qualities of short-term obligations may be evaluated.
MIG1      This designation denotes best quality.  There is present strong
     protection by established cash flows, superior liquidity support or
     demonstrated broad based access to the market for refinancing.
MIG2      This designation denotes high quality.  Margins of protection are
     ample although not so large as in the preceding group.


VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
Short-term ratings on issues with demand features are differentiated by the
use of the VMIG symbol to reflect such characteristics as payment upon
periodic demand rather than fixed maturity dates and payment relying on
external liquidity.  In this case, two ratings are usually assigned, (for
example, AAA/VMIG-1); the first representing an evaluation of the degree of
risk associated with scheduled principal and interest payments, and the second
representing an evaluation of the degree of risk associated with the demand
feature.  The VMIG rating can be assigned a 1 or 2 designation using the same
definitions described above for the MIG rating.
COMMERCIAL PAPER (CP) RATINGS
P-1            Issuers rated PRIME-1 (or related supporting institutions) have
     a superior capacity for repayment of short-term promissory obligations.
     PRIME-1 repayment capacity will normally be evidenced by the following
     characteristics: leading market positions in well established industries,
     high rates of return on funds  employed, conservative capitalization
     structure with moderate reliance on debt and ample asset protection,
     broad margins in earning coverage of fixed financial charges and high



     internal cash generation, well-established access to a range of financial
     markets and assured sources of alternate liquidity
P-2            Issuers rated PRIME-2 (or related supporting institutions) have
     a strong capacity for repayment of short-term promissory obligations.
     This will normally be evidenced by many of the characteristics cited
     above, but to a lesser degree. Earnings trends and coverage ratios, while
     sound, will be more subject to variation.  Capitalization
     characteristics, while still appropriate, may be more affected by
     external conditions.  Ample alternate liquidity is maintained.
LONG-TERM DEBT RATINGS
AAA            Bonds which are rated AAA are judged to be of the best quality.
     They carry the smallest degree of investment  risk and are generally
     referred to as "gilt edged." Interest payments are protected by a large
     or by an exceptionally stable margin and principal is secure. While the
     various protective elements are likely to change, such changes is can be
     visualized are most unlikely to impair the fundamentally strong position
     of such issues.
AA   Bonds which are rated AA are judged to be of high quality by all
     standards.  Together with the AAA group, they comprise what are generally
     known as high grade bonds.  They are rated lower than the best bonds
     because margins of protection may not be as large as in AAA securities or
     fluctuation of protective elements may be of greater amplitude or there
     may be other elements present which make the long-term risks appear
     somewhat larger than in AAA securities.
A    Bonds which are rated A possess many favorable investment attributes and
     are to be considered as upper medium grade obligations. Factors giving
     security to principal and interest are considered adequate but elements



     may be present which suggest a susceptibility to impairment sometime in
     the future.
NR   Indicates that both the bonds and the obligor or credit enhancer are not
     currently rated by S&P or Moody's with respect to short-term
     indebtedness.  However, management considers them to be of comparable
     quality to securities rated A-1 or P-1.
NR(1)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AAA" by S&P or "AAA" by Moody's.
NR(2)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AA" by S&P or "AA" by Moody's.
NR(3)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "A" by S&P or Moody's.




Cusip 314229774




   


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

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

The shares of California Municipal Cash Trust (the "Fund") offered by this
prospectus represent interests in a non-diversified portfolio of Federated
Municipal Trust (the "Trust"), an open-end management investment company (a
mutual fund). The Fund invests primarily in short-term California municipal
securities, including securities of states, territories, and possessions of the
United States which are not issued by or on behalf of California, or its
political subdivisions and financing authorities, but which provide income
exempt from federal regular income tax and the personal income taxes imposed by
the State of California consistent with stability of principal.

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 December 31,
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,
or a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995

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

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

FINANCIAL HIGHLIGHTS                                                           2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------
  Investment Objective                                                         3
  Investment Policies                                                          3
  California Municipal Securities                                              5
  Investment Risks                                                             6
  Non-Diversification                                                          6
  Investment Limitations                                                       7

FUND INFORMATION                                                               7
- ------------------------------------------------------
  Management of the Fund                                                       7
  Distribution of Shares                                                       8
  Administration of the Fund                                                   8

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

HOW TO PURCHASE SHARES                                                         9
- ------------------------------------------------------
  Special Purchases Features                                                  10

HOW TO REDEEM SHARES                                                          10
- ------------------------------------------------------
  Special Redemption Features                                                 11

ACCOUNT AND SHARE INFORMATION                                                 12
- ------------------------------------------------------

TAX INFORMATION                                                               13
- ------------------------------------------------------
  Federal Income Tax                                                          13
  State and Local Taxes                                                       13

PERFORMANCE INFORMATION                                                       14
- ------------------------------------------------------

FINANCIAL STATEMENTS                                                          15
- ------------------------------------------------------

REPORT OF INDEPENDENT
  PUBLIC ACCOUNTANTS                                                          27
- ------------------------------------------------------

ADDRESSES                                                                     28
- ------------------------------------------------------


SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                             <C>      <C>
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)........................................              None
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price)........................................              None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)......................              None
Redemption Fee (as a percentage of amount redeemed, if applicable)...........              None
Exchange Fee.................................................................              None
                                ANNUAL FUND OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver)(1).............................................             0.07%
12b-1 Fee....................................................................              None
Total Other Expenses.........................................................             0.52%
          Shareholder Services Fee (after waiver)(2).........................    0.18%
     Total Operating Expenses(3).............................................             0.59%
</TABLE>


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

(2) The maximum shareholder services fee is 0.25%.

(3) The total operating expenses would have been 1.09% absent the voluntary
waivers of a portion of the management fee and the shareholder services fee.

     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Fund will bear, either
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "Fund Information." Wire-transferred redemptions of less than
$5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
                      EXAMPLE                          1 year     3 years     5 years     10 years
- ----------------------------------------------------   ------     -------     -------     --------
<S>                                                    <C>        <C>         <C>         <C>
You would pay the following expenses on a $1,000
  investment, assuming (1) 5% annual return and (2)
  redemption at the end of each time period.........     $6         $19         $33         $ 74
</TABLE>


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


CALIFORNIA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 27.
<TABLE>
<CAPTION>
                                   YEAR ENDED    PERIOD ENDED                     YEAR ENDED SEPTEMBER 30,
                                   OCTOBER 31,    OCTOBER 31,     --------------------------------------------------------
                                      1995          1994(A)       1994      1993      1992      1991      1990     1989(B)
                                   -----------   -------------    -----     -----     -----     -----     -----    -------
<S>                                <C>           <C>              <C>       <C>       <C>       <C>       <C>      <C>
NET ASSET VALUE,
BEGINNING OF PERIOD                   $1.00          $1.00        $1.00     $1.00     $1.00     $1.00     $1.00     $1.00
- --------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------
  Net investment income                0.03           0.002        0.02      0.02      0.03      0.04      0.05      0.03
- --------------------------------
  Net realized loss on
  investments                         (0.01)            --           --        --        --        --        --        --
- --------------------------------    -------       --------         ----      ----      ----      ----      ----     -----
  Total from investment
  operations                           0.02           0.002        0.02      0.02      0.03      0.04      0.05      0.03
- --------------------------------    -------       --------         ----      ----      ----      ----      ----     -----
CAPITAL CONTRIBUTION                   0.01             --           --        --        --        --        --        --
- --------------------------------    -------       --------         ----      ----      ----      ----      ----     -----
LESS DISTRIBUTIONS
- --------------------------------
  Distributions from net
  investment income                   (0.03)         (0.002)      (0.02)    (0.02)    (0.03)    (0.04)    (0.05)    (0.03)
- --------------------------------    -------      ---------         ----      ----      ----      ----      ----     -----
NET ASSET VALUE, END OF PERIOD        $1.00          $1.00        $1.00     $1.00     $1.00     $1.00     $1.00     $1.00
- --------------------------------    -------       --------         ----      ----      ----      ----      ----     -----
TOTAL RETURN (C)                       3.37%          0.23%        2.07%     2.03%     2.83%     4.30%     5.38%     2.95%
- --------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------
  Expenses                             0.59%          0.59%*       0.58%     0.54%     0.45%     0.35%     0.38%     0.40%*
- --------------------------------
  Net investment income                3.33%          2.71%*       2.03%     2.00%     2.76%     4.19%     5.27%     5.86%*
- --------------------------------
  Expense waiver/ reimbursement
  (d)                                  0.50%          0.44%*       0.40%     0.35%     0.58%     0.75%     0.86%     0.89%*
- --------------------------------
SUPPLEMENTAL DATA
- --------------------------------
  Net assets, end of period (000
  omitted)                          $96,534        $81,563        $74,707   $104,322  $59,709   $56,754   $50,391  $36,628
- --------------------------------
</TABLE>


* Computed on an annualized basis.

(a) For the one month ended October 31, 1994. The Fund changed its fiscal
year-end from September 30, to October 31, beginning September 30, 1994.

(b) Reflects operations for the period from March 15, 1989 (date of initial
    public offering) to September 30, 1989.

(c) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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


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 banks and other institutions that hold
assets for individuals, trusts, estates, or partnerships as a convenient means
of accumulating an interest in a professionally managed, non-diversified
portfolio investing primarily in short-term California municipal securities. The
Fund may not be a suitable investment for retirement plans or for non-California
taxpayers because it invests in municipal securities of that state. A minimum
initial investment of $25,000 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 taxes imposed by the State of
California consistent with stability of principal. 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
complying with the various requirements of Rule 2a-7 under the Investment
Company Act of 1940 which regulates money market mutual funds and by following
the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
California 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 California state income 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 California 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 California state income tax imposed upon non-corporate taxpayers
("California Municipal Securities"). Examples of California Municipal Securities
include, but are not limited to:


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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

     VARIABLE RATE DEMAND NOTES.  Variable rate demand notes are long-term 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 California
     Municipal Securities from financial institutions such as commercial and
     investment banks, savings 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 California Municipal
     Securities.

     MUNICIPAL LEASES.  Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities. They may take the form of a lease, an installment purchase
     contract, a conditional sales contract, or a participation interest in any
     of the above. Lease obligations may be subject to periodic appropriation.
     Municipal leases are subject to certain specific risks in the event of
     default or failure of appropriation.

CREDIT ENHANCEMENT.  Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.

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

DEMAND FEATURES.  The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period (usually
seven days) following a demand by the Fund. The demand feature may be issued by
the issuer of the underlying securities, a dealer in the securities, or by
another


third party, and may not be transferred separately from the underlying security.
The Fund uses these arrangements to provide the Fund with liquidity and not to
protect against changes in the market value of the underlying securities. The
bankruptcy, receivership, or default by the issuer of the demand feature, or a
default on the underlying security or other event that terminates the demand
feature before its exercise, will adversely affect the liquidity of the
underlying security. Demand features that are exercisable even after a payment
default on the underlying security may be treated as a form of credit
enhancement.

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, all of comparable quality
to other securities in which the Fund invests, such as: obligations issued by or
on behalf of municipal or corporate issuers; 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 California
Municipal Securities is subject to the federal alternative minimum tax.

CALIFORNIA MUNICIPAL SECURITIES

California Municipal Securities are generally issued to finance public works,
such as airports, bridges, highways, housing, hospitals, mass transportation
projects, schools, streets, and water and sewer


works. They are also issued to repay outstanding obligations, to raise funds for
general operating expenses, and to make loans to other public institutions and
facilities.

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

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

INVESTMENT RISKS

Yields on California Municipal Securities depend on a variety of factors,
including: the general conditions of the short-term municipal note market and of
the municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of the Fund to achieve
its investment objective also depends on the continuing ability of the issuers
of California Municipal Securities and 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 California
Municipal Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in California 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
California 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 California 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 up to 15% of the value of those assets to secure such
borrowings. These investment limitations cannot be changed without shareholder
approval.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES.  The Fund 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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management


     who founded the company in 1955. Federated funds are presently at work in
     and through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

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.

State securities laws may require certain financial institutions such as
depository institutions to register as dealers.

SHAREHOLDER SERVICES.  The Fund has entered into a Shareholder Services
Agreement with Federated Shareholder Services, a subsidiary of Federated
Investors, under which the Fund may make payments up to .25 of 1% of the average
daily net asset value of Fund shares, computed at an annual rate, to obtain
certain personal services for shareholders and provide maintenance of
shareholder accounts ("shareholder services"). From time to time and for such
periods as deemed appropriate, the amount stated above may be reduced
voluntarily.

Under the Shareholder Services Agreement, Federated Shareholder Services will
either perform shareholder services directly or will select financial
institutions to perform shareholder services. Financial institutions will
receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS.  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.

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 ser-


vices) necessary to operate the Fund. Federated Administrative Services provides
these at an annual rate as specified below:
<TABLE>
<CAPTION>
                                                    AVERAGE AGGREGATE
                    MAXIMUM FEE                      DAILY NET ASSETS
                    -----------                     -----------------
                      <S>                  <C>
                     .15 of 1%                  on the first $250 million
                     .125 of 1%                 on the next $250 million
                     .10 of 1%                  on the next $250 million
                     .075 of 1%            on assets in excess of $750 million
</TABLE>


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

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 9:00 a.m., (Pacific time) (12:00 noon
Eastern time), 10:00 a.m. Pacific time (1:00 p.m. Eastern time), and as of the
close of trading (normally 1:00 p.m. Pacific time or 4:00 p.m., Eastern time) on
the New York Stock Exchange, Monday through Friday, except on New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days which the New York Stock Exchange
is open for business. Shares may be purchased as described below, either 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 $25,000 or more
within a 90-day period. 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 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 purchase
shares through a financial institution which has a sales agreement with the
distributor. Orders 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.  Shares may be purchased by wire by calling the Fund
before 10:00 p.m. Pacific time (1:00 p.m. Eastern time). The order is considered
received immediately. Payment by federal funds must be received before 12:00
noon Pacific time (3:00 p.m. Eastern time) in order to begin earning dividends
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: California 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. Questions on wire purchases should be directed to your shareholder
services representative at the telephone number listed on your account
statement.

PURCHASING SHARES BY CHECK.  Shares may be purchased by sending a check to:
Federated Services Company, P.O. Box 8600, Boston, MA 02266-8600. The check
should be made payable to California Municipal Cash Trust. 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 an Automated Clearing
House ("ACH") member and invested in Fund shares. Shareholders should contact
their financial institution 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 9:00 a.m. Pacific time (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


dividend. Proceeds from redemption requests received after that time include
that day's dividend but will be wired the following business day. Proceeds from
redemption requests received on holidays when wire transfers are restricted will
be wired the following business day. Questions about telephone redemptions on
days when wire transfers are restricted should be directed to your shareholder
services representative at the telephone number listed on your account
statement. Under limited circumstances, arrangements may be made with the
distributor for same-day payment of proceeds, without that day's dividend, for
redemption requests received before 11:00 a.m. Pacific time (2 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 to: Federated Services Company, P.O. Box 8600, Boston, MA
02266-8600. If share certificates have been issued, they should be sent
unendorsed with the written request by registered or certified mail to the
address noted above.
The written request should state: the Fund name; 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. Normally, a check for the proceeds is
mailed within one business day, but in no event more than seven days, after the
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 association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm 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. Shareholder accounts will continue to
receive the daily dividend declared on the shares to be redeemed until the check
is presented to UMB Bank, N.A., the bank responsible for administering the check
writing program, for payment. However, checks should never be made payable or
sent to UMB Bank, N.A. or the Fund to redeem shares, and a check may not be
written to close an account.


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 $25,000, 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
institutions or the Fund.

ACCOUNT AND SHARE 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 all
transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES.  Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account balance falls below a required minimum value of
$25,000 due to shareholder redemptions. Before shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to purchase
additional shares to meet the minimum requirement.

VOTING RIGHTS.  Each shareholder has 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. 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 election of Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.


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

FEDERAL INCOME TAX

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

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

Shareholders are not required to pay the federal regular income tax on any
dividends received from the Fund that represent net interest on tax-exempt
municipal bonds. However, under the Tax Reform Act of 1986, dividends
representing net interest earned on 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
California. Shareholders are urged to consult their own tax advisers regarding
the status of their accounts under state and local tax laws.

CALIFORNIA TAXES.  Under existing California laws, distributions made by the
Fund will not be subject to California individual income taxes to the extent
that such distributions qualify as exempt-interest dividends under the
California Revenue and Taxation Code, so long as at the close of each quarter,
at least 50 percent of the value of the total assets of the Fund consists of
obligations the interest on which is exempt from California taxation under
either the Constitution or laws of California or the Constitution or laws of the
United States. The Fund will furnish its shareholders with a written note
designating exempt-interest dividends within 60 days after the close of its
taxable year. Conversely, to the extent that distributions made by the Fund are
derived from other types of obligations, such distributions will be subject to
California individual income taxes.

Dividends of the Fund are not exempt from the California taxes payable by
corporations.


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

From time to time, the Fund advertises its total return, 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.

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 the
Fund's performance to certain indices.


CALIFORNIA MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRINCIPAL                                                                   CREDIT
 AMOUNT                                                                     RATING*      VALUE
- ----------      --------------------------------------------------------   --------    -----------
<C>        <C>  <S>                                                        <C>         <C>
SHORT-TERM MUNICIPALS--99.3%
- ------------------------------------------------------------------------
                CALIFORNIA--95.2%
                --------------------------------------------------------
$1,100,000      California Health Facilities Financing Authority Weekly
                VRDNs (FGIC INS)/(Morgan Guaranty Trust Co., New York
                LIQ)                                                        VMIG1      $ 1,100,000
                --------------------------------------------------------
   100,000      California Health Facilities Financing Authority Weekly
                VRDNs (Santa Barbara Hospital)/(Credit Suisse, Zurich
                LOC)                                                        VMIG1          100,000
                --------------------------------------------------------
 2,400,000      California Health Facilities Financing Authority,
                (Series B) Daily VRDNs (Sutter Health)/(Morgan Guaranty
                Trust Co., New York LOC)                                    VMIG1        2,400,000
                --------------------------------------------------------
 3,000,000      California PCFA, (Series 1988E), 3.75% CP (Pacific Gas &
                Electric Co.)/(Morgan Guaranty Trust Co., New York LOC),
                Mandatory Tender 1/10/1996                                   A-1+        3,000,000
                --------------------------------------------------------
 4,400,000      California PCFA, (Series 1991) Weekly VRDNs (North
                County, CA Recycling & Energy Recovery)/(Union Bank of
                Switzerland, Zurich LOC)                                     A-1+        4,400,000
                --------------------------------------------------------
 1,000,000      California State, 8.50%, 11/1/1995                          NR(3)        1,000,000
                --------------------------------------------------------
 5,000,000      California State, Revenue Anticipation Warrants (Series
                C), 5.75% RANs (Bank of America NT and SA, San
                Francisco, Bank of Nova Scotia, Toronto, Banque
                Nationale de Paris, Canadian Imperial Bank of Commerce,
                Toronto, Chemical Bank, New York, Citibank NA, New York,
                Credit Suisse, Zurich, Morgan Guaranty Trust Co., New
                York, National Westminster Bank, PLC, London, Societe
                Generale North America, Inc., Sumitomo Bank Ltd., Osaka,
                Swiss Bank Corp., Basle, Toronto-Dominion Bank and
                Westdeutsche Landesbank Girozentrale LOCs), 4/25/1996        SP-1        5,021,142
                --------------------------------------------------------
 4,200,000      California Statewide Communities Development Authority,
                (Series A) Weekly VRDNs (Barton Memorial Hospital)/
                (Banque Nationale de Paris LOC)                             VMIG1        4,200,000
                --------------------------------------------------------
 4,000,000      Central Unified School District, CA, Variable Rate
                Certificates of Participation (1995 Financing Project)
                Weekly VRDNs (Bank of California N.A. LOC)                  VMIG1        4,000,000
                --------------------------------------------------------
</TABLE>



CALIFORNIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL                                                                   CREDIT
 AMOUNT                                                                     RATING*      VALUE
- ----------      --------------------------------------------------------   --------    -----------
<C>        <C>  <S>                                                        <C>         <C>
SHORT-TERM MUNICIPALS--CONTINUED
- ------------------------------------------------------------------------
                CALIFORNIA--CONTINUED
                --------------------------------------------------------
$  100,000      Kern County, CA Public Facility Corp. Weekly VRDNs
                (Union Bank of Switzerland, Zurich LOC)                     VMIG1      $   100,000
                --------------------------------------------------------
 1,300,000      Kern County, CA Public Facility Corp. Weekly VRDNs
                (Union Bank of Switzerland, Zurich LOC)                     VMIG1        1,300,000
                --------------------------------------------------------
 1,000,000      Livermore Valley, CA USD, TRANs (Series 1995-96), 4.75%,
                9/19/1996                                                    MIG1        1,005,930
                --------------------------------------------------------
 5,000,000      Long Beach, CA Housing Authority, (1995 Series A) Weekly
                VRDNs (Channel Point Apartments)/(Union Bank, San
                Francisco LOC)                                              VMIG1        5,000,000
                --------------------------------------------------------
 1,000,000      Los Angeles County, CA Metropolitan Transportation
                Authority, 3.80% CP (ABN AMRO Bank N.V., Amsterdam, Bank
                of California N.A., Banque Nationale de Paris, Canadian
                Imperial Bank of Commerce, Toronto and National
                Westminster Bank, PLC, London LOCs), Mandatory Tender
                12/21/1995                                                   P-1         1,000,000
                --------------------------------------------------------
 3,000,000      Los Angeles County, CA Metropolitan Transportation
                Authority, 3.85% CP (ABN AMRO Bank N.V., Amsterdam, Bank
                of California N.A., Banque Nationale de Paris, Canadian
                Imperial Bank of Commerce, Toronto and National
                Westminster Bank, PLC, London LOCs), Mandatory Tender
                11/16/1995                                                   P-1         3,000,000
                --------------------------------------------------------
 4,500,000      Los Angeles County, CA Metropolitan Transportation
                Authority, General Revenue Bonds, (Series 1995-A) Weekly
                VRDNs (Union Station Gateway Project)/(FSA INS)/
                (Societe Generale, Paris LIQ)                                A-1+        4,500,000
                --------------------------------------------------------
 2,400,000      Los Angeles, CA Wastewater System, 3.75% CP, Mandatory
                Tender 12/12/1995                                            P-1         2,400,000
                --------------------------------------------------------
 2,000,000      Los Angeles, CA Wastewater System, 3.85% CP, Mandatory
                Tender 2/21/1996                                             P-1         2,000,000
                --------------------------------------------------------
 3,000,000   (a) Los Angeles, CA Wastewater System, Tender Option
                Certificates, (Series 1995D) Weekly VRDNs (MBIA
                Insurance Corporation INS)/(Canadian Imperial Bank of
                Commerce, Toronto LIQ)                                       A-1+        3,000,000
                --------------------------------------------------------
</TABLE>



CALIFORNIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL                                                                   CREDIT
 AMOUNT                                                                    RATING*        VALUE
- ----------      --------------------------------------------------------   --------    -----------
<C>        <C>  <S>                                                        <C>         <C>
SHORT-TERM MUNICIPALS--CONTINUED
- ------------------------------------------------------------------------
                CALIFORNIA--CONTINUED
                --------------------------------------------------------
$2,000,000      Monterey Peninsula, CA Water Management District Weekly
                VRDNs (Wastewater Reclaimation)/(Sumitomo Bank Ltd.,
                Osaka LOC)                                                  VMIG1      $ 2,000,000
                --------------------------------------------------------
 4,000,000      Orange County, CA IDA, (Series 1985B-Niguel Summit II)
                Weekly VRDNs (Hon Development Corp.)/(Bank of America NT
                and SA, San Francisco LOC)                                  VMIG1        4,000,000
                --------------------------------------------------------
 5,000,000      Orange County, CA IDA, (Series 1991A) Weekly VRDNs (The
                Lakes)/(Citibank NA, New York LOC)                           A-1         5,000,000
                --------------------------------------------------------
 4,000,000      Orange County, CA Local Transportation Authority, Sales
                Tax Revenue Notes, 3.90% CP (Industrial Bank of Japan
                Ltd., Tokyo LOC), Mandatory Tender 12/14/1995                P-1         4,000,000
                --------------------------------------------------------
 4,250,000      Pomona, CA, 4.70% TRANs, 6/28/1996                          SP-1+        4,260,683
                --------------------------------------------------------
 2,400,000      Riverside County, CA, (Series A) Weekly VRDNs
                (Riverside, CA Public Facility Finance)/(Sanwa Bank
                Ltd., Osaka LOC)                                             MIG1        2,400,000
                --------------------------------------------------------
   950,000      Roseville, CA, Hospital Facilities Authority, (Series
                1989A) Weekly VRDNs (Toronto-Dominion Bank LOC)             VMIG1          950,000
                --------------------------------------------------------
 1,600,000      Sacramento, CA, (Series 1990) Weekly VRDNs
                (Administration Center & Courthouse Project)/(Union Bank
                of Switzerland, Zurich LOC)                                 VMIG1        1,600,000
                --------------------------------------------------------
 1,700,000      San Bernardino County, CA, (Series 1985) Weekly VRDNs
                (Woodview Apartments)/(Bank of America NT and SA, San
                Francisco LOC)                                              VMIG1        1,700,000
                --------------------------------------------------------
 3,400,000      San Dimas, CA Redevelopment Agency, (Series 1995) Weekly
                VRDNs (Diversified Shopping Center Project)/ (Morgan
                Guaranty Trust Co., New York LOC)                            A-1+        3,400,000
                --------------------------------------------------------
 1,500,000      San Francisco, CA Redevelopment Finance Agency, (Series
                B1) Weekly VRDNs (Fillmore Center)/(Bank of Nova Scotia,
                Toronto LOC)                                                 A-1+        1,500,000
                --------------------------------------------------------
 1,000,000      Santa Clara County, CA, Housing Authority Weekly VRDNs
                (Benton Park Central Apartments)/(Citibank NA, New York
                LOC)                                                         P-1         1,000,000
                --------------------------------------------------------
</TABLE>



CALIFORNIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL                                                                   CREDIT
 AMOUNT                                                                     RATING*      VALUE
- ----------      --------------------------------------------------------   --------    -----------
<C>        <C>  <S>                                                        <C>         <C>
SHORT-TERM MUNICIPALS--CONTINUED
- ------------------------------------------------------------------------
                CALIFORNIA--CONTINUED
                --------------------------------------------------------
$1,400,000      Santa Clara County-El Comino Hospital District, CA,
                (Series 1985G) Weekly VRDNs (Valley Medical
                Center)/(National Westminster Bank, PLC, London LOC)         A-1+      $ 1,400,000
                --------------------------------------------------------
   400,000      Santa Clara, CA, (Series 1985C) Weekly VRDNs (Santa
                Clara, CA Electric System)/(National Westminster Bank,
                PLC, London LOC)                                             A-1+          400,000
                --------------------------------------------------------
 4,000,000      Santa Cruz County, CA, 4.50% TRANs, 7/11/1996               SP-1+        4,013,281
                --------------------------------------------------------
 1,500,000      Selma, CA, 4.75% TRANs, 6/30/1996                           SP-1+        1,504,106
                --------------------------------------------------------
   710,000      Stockton, CA, (Series 1993) Weekly VRDNs (La Quinta
                Inns, Inc.)/(Nationsbank of Texas, N.A. LOC)                 P-1           710,000
                --------------------------------------------------------
 2,500,000      Temecula Valley Unified School District, CA, 4.50%
                TRANs, 7/5/1996                                             SP-1+        2,508,104
                --------------------------------------------------------
   995,000      Vallejo, CA, Commercial Development Revenue Refunding
                Bonds (1994 Series A) Weekly VRDNs (Vallejo Center
                Associates Project)/(Bank of Tokyo Ltd., Tokyo LOC)          A-1           995,000
                --------------------------------------------------------               -----------
                Total                                                                   91,868,246
                --------------------------------------------------------               -----------
                PUERTO RICO--4.1%
                --------------------------------------------------------
 4,000,000      Puerto Rico Government Development Bank, 3.80% CP,
                Mandatory Tender 12/8/1995                                   A-1+        4,000,000
                --------------------------------------------------------               -----------
                TOTAL INVESTMENTS (AT AMORTIZED COST)(B)                               $95,868,246
                --------------------------------------------------------               -----------
</TABLE>


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

(a) Denotes a restricted security which is subject to restrictions on resale
    under Federal Securities laws. This security has been determined to be
    liquid under criteria established by the Board of Trustees. At the end of
    the period, this security amounted to $3,000,000 which represents 3.1% of
    net assets.

(b) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($96,533,858) at October 31, 1995.


CALIFORNIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronyms are used throughout this portfolio:
<TABLE>
<S>    <C>
CP     -- Commercial Paper
FGIC   -- Financial Guaranty Insurance Company
FSA    -- Financial Security Assurance
IDA    -- Industrial Development Authority
INS    -- Insured
LIQ    -- Liquidity Agreement
LOCs   -- Letter(s) of Credit
LOC    -- Letter of Credit
MBIA   -- Municipal Bond Investors Assurance
PCFA   -- Pollution Control Finance Authority
PLC    -- Public Limited Company
RANs   -- Revenue Anticipation Notes
TRANs  -- Tax and Revenue Anticipation Notes
USD    -- University School District
VRDNs  -- Variable Rate Demand Notes
</TABLE>


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


CALIFORNIA MUNICIPAL CASH TRUST
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                    <C>          <C>
ASSETS:
- -------------------------------------------------------------------------------
Total investments in securities, at amortized cost and value                        $95,868,246
- -------------------------------------------------------------------------------
Cash                                                                                    267,336
- -------------------------------------------------------------------------------
Income receivable                                                                       657,697
- -------------------------------------------------------------------------------     -----------
     Total assets                                                                    96,793,279
- -------------------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------------------
Payable for shares redeemed                                            $  9,263
- --------------------------------------------------------------------
Income distribution payable                                             216,978
- --------------------------------------------------------------------
Accrued expenses                                                         33,180
- --------------------------------------------------------------------   --------
     Total liabilities                                                                  259,421
- -------------------------------------------------------------------------------     -----------
NET ASSETS for 96,533,858 shares outstanding                                        $96,533,858
- -------------------------------------------------------------------------------     -----------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
$96,533,858 / 96,533,858 shares outstanding                                               $1.00
- -------------------------------------------------------------------------------     -----------
</TABLE>


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


CALIFORNIA MUNICIPAL CASH TRUST
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                          <C>          <C>           <C>
INVESTMENT INCOME:
- ------------------------------------------------------------------------------------
Interest                                                                                $3,650,873
- ------------------------------------------------------------------------------------
EXPENSES:
- ------------------------------------------------------------------------------------
Investment advisory fee                                                   $  465,728
- ----------------------------------------------------------------------
Administrative personnel and services fee                                    125,000
- ----------------------------------------------------------------------
Custodian fees                                                                28,922
- ----------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                      42,992
- ----------------------------------------------------------------------
Directors'/Trustees' fees                                                      2,208
- ----------------------------------------------------------------------
Auditing fees                                                                 18,633
- ----------------------------------------------------------------------
Legal fees                                                                    10,375
- ----------------------------------------------------------------------
Portfolio accounting fees                                                     38,125
- ----------------------------------------------------------------------
Shareholder services fee                                                     232,864
- ----------------------------------------------------------------------
Share registration costs                                                      35,569
- ----------------------------------------------------------------------
Printing and postage                                                           7,059
- ----------------------------------------------------------------------
Insurance premiums                                                             9,767
- ----------------------------------------------------------------------
Miscellaneous                                                                  1,839
- ----------------------------------------------------------------------    ----------
     Total expenses                                                        1,019,081
- ----------------------------------------------------------------------
Waivers--
- ----------------------------------------------------------------------
  Waiver of investment advisory fee                          $(402,906)
- ----------------------------------------------------------
  Waiver of shareholder services fee                           (65,184)
- ----------------------------------------------------------   ---------
     Total waivers                                                          (468,090)
- ----------------------------------------------------------------------    ----------
          Net expenses                                                                     550,991
- ------------------------------------------------------------------------------------    ----------
               Net investment income                                                     3,099,882
- ------------------------------------------------------------------------------------    ----------
Net realized loss on investments                                                          (750,875)
- ------------------------------------------------------------------------------------    ----------
     Change in net assets resulting from operations                                     $2,349,007
- ------------------------------------------------------------------------------------    ----------
</TABLE>


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


CALIFORNIA MUNICIPAL CASH TRUST
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                           YEAR ENDED         PERIOD ENDED         YEAR ENDED
                                        OCTOBER 31, 1995   OCTOBER 31, 1994*   SEPTEMBER 30, 1994
                                        -----------------  ------------------  -------------------
<S>                                     <C>                <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
- -------------------------------------
OPERATIONS--
- -------------------------------------
Net investment income                     $   3,099,882       $    189,550        $   1,905,264
- -------------------------------------
Net realized gain (loss) on
  investments                                  (750,875)                --                   --
- -------------------------------------   -----------------  ----------------    ------------------
     Change in net assets resulting
     from operations                          2,349,007            189,550            1,905,264
- -------------------------------------   -----------------  ----------------    ------------------
CAPITAL CONTRIBUTION                            750,875                 --                   --
- -------------------------------------   -----------------  ----------------    ------------------
DISTRIBUTIONS TO SHAREHOLDERS--
- -------------------------------------
Distributions from net investment
  income                                     (3,099,882)          (189,550)          (1,905,264)
- -------------------------------------   -----------------  ----------------    ------------------
SHARE TRANSACTIONS--
- -------------------------------------
Proceeds from sale of shares                361,842,642         30,010,373          362,061,495
- -------------------------------------
Net asset value of shares issued to
shareholders in payment of
distributions declared                          471,326             30,088              324,591
- -------------------------------------
Cost of shares redeemed                    (347,342,783)       (23,185,135)        (392,000,668)
- -------------------------------------   -----------------  ----------------    ------------------
     Change in net assets resulting
     from share transactions                 14,971,185          6,855,326          (29,614,582)
- -------------------------------------   -----------------  ----------------    ------------------
          Change in net assets               14,971,185          6,855,326          (29,614,582)
- -------------------------------------
NET ASSETS:
- -------------------------------------
Beginning of period                          81,562,673         74,707,347          104,321,929
- -------------------------------------   -----------------  ----------------    ------------------
End of period                             $  96,533,858       $ 81,562,673        $  74,707,347
- -------------------------------------   -----------------  ----------------    ------------------
</TABLE>


* For the one month ended October 31, 1994.

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


CALIFORNIA MUNICIPAL CASH TRUST
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------

(1) ORGANIZATION

Effective August 13, 1994, California Municipal Cash Trust (the "Fund") was
reorganized into an investment portfolio of Federated Municipal Trust (the
"Trust"). The Trust is registered under the Investment Company Act of 1940, as
amended (the "Act") as an open-end, management investment company. The Trust
consists of fifteen non-diversified portfolios. The financial statements
included herein are only those of the Fund. The financial statements of the
other portfolios are presented separately. The assets of each portfolio are
segregated and a shareholder's interest is limited to the portfolio in which
shares are held.

(2) SIGNIFICANT ACCOUNTING POLICIES

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

     INVESTMENT VALUATIONS--The Fund's use of the amortized cost method to value
     its portfolio securities is in accordance with Rule 2a-7 under the Act.
     INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
     are accrued daily. Bond premium and discount, if applicable, are amortized
     as required by the Internal Revenue Code, as amended (the "Code").
     Distributions to shareholders are recorded on the ex-dividend date.

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

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

     CONCENTRATION OF CREDIT RISK--Since the Fund invests a substantial portion
     of its assets in issuers located in one state, it will be more susceptible
     to factors adversely affecting issuers of that state than would be a
     comparable tax-exempt mutual fund that invests nationally. In order to
     reduce the credit risk associated with such factors, at October 31, 1995,
     76.3% of the securities in the portfolio of investments are backed by
     letters of credit or bond insurance of various financial institutions and
     financial guaranty assurance agencies. The value of investments insured by
     or


CALIFORNIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

     supported (backed) by a letter of credit for any one institution or agency
     does not exceed 9.2% of total investments.

     RESTRICTED SECURITIES--Restricted securities are securities that may only
     be resold upon registration under federal securities laws or in
     transactions exempt from such registration. Many restricted securities may
     be resold in the secondary market in transactions exempt from registration.
     In some cases, the restricted securities may be resold without registration
     upon exercise of a demand feature. Such restricted securities may be
     determined to be liquid under criteria established by the Board of
     Trustees. The Trust will not incur any registration costs upon such
     resales. Restricted securities are valued at amortized cost in accordance
     with Rule 2a-7 under the Investment Company Act of 1940.

     Additional information on each restricted security held at October 31, 1995
is as follows:
<TABLE>
<CAPTION>
                         SECURITY                        ACQUISITION DATE     ACQUISITION COST
    --------------------------------------------------   -----------------    -----------------
    <S>                                                  <C>                  <C>
    Los Angeles, CA, Wastewater System, Tender Option
    Certificates, (Series 1995D) Weekly VRDNs                   6/1/95           $ 3,000,000\




     CHANGE IN FISCAL YEAR--The Fund has changed its fiscal year-end from
     September 30, to October 31, beginning September 30, 1994.

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

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value). At
October 31, 1995, capital paid-in aggregated $96,533,858.

Transactions in shares were as follows:


</TABLE>
<TABLE>
<CAPTION>
                                                        YEAR ENDED     PERIOD ENDED      YEAR ENDED
                                                       OCTOBER 31,     OCTOBER 31,     SEPTEMBER 30,
                                                           1995           1994*             1994
- ----------------------------------------------------   ------------    ------------    --------------
<S>                                                    <C>             <C>             <C>
Shares sold                                             361,842,642      30,010,373       362,061,495
- ----------------------------------------------------
Shares issued to shareholders in payment of
distributions declared                                      471,326          30,088           324,591
- ----------------------------------------------------
Shares redeemed                                        (347,342,783)    (23,185,135)     (392,000,668)
- ----------------------------------------------------   ------------    ------------     -------------
  Net change resulting from share transactions           14,971,185       6,855,326       (29,614,582)
- ----------------------------------------------------   ------------    ------------     -------------
</TABLE>


* For the one month ended October 31, 1994.


CALIFORNIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

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

ADMINISTRATIVE FEE--Federated Administrative Services, under the Administrative
Services Agreement, provides the Fund with administrative personnel and
services. This fee is based on the level of average aggregate daily net assets
of all funds advised by subsidiaries of Federated Investors for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services ("FSS"), the Fund will pay FSS up to .25 of
1% of daily average net assets of the Fund for the period. This fee is to obtain
certain services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive a portion of this fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion.

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

PORTFOLIO ACCOUNTING FEES--FServ also maintains the Fund's accounting records
for which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.

CAPITAL CONTRIBUTION--Federated Management made a capital contribution in the
amount of $750,875 to California Municipal Cash Trust during the year ended
October 31, 1995. The contribution represents the excess over fair market value
($720,000) paid by Federated Management to acquire $4,000,000 par, Orange
County, CA, Series B Bonds from the fund on July 10, 1995. The contribution also
consists of the cost of an LOC ($30,875) obtained by Federated Management on
December 7, 1994 to support the value of the Orange County Bonds. The LOC
guaranteed the principal amount of the securities in the event that the issuer
did not timely pay the principal at maturity.

These transctions resulted in a permanent book and tax difference. As such, the
paid-in-capital and accumulated net realized gain/loss accounts have been
adjusted accordingly. This adjustment did not affect net investment income, net
realized gains/losses, or net assets.


CALIFORNIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

INTERFUND TRANSACTIONS--During the period ended October 31, 1995, the Fund
engaged in purchase and sale transactions with funds that have a common
investment adviser, common Directors/Trustees, and/or common Officers. These
transactions were made at current market value pursuant to Rule 17a-7 under the
Act amounting to $216,700,000 and $205,000,000 respectively.

GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.


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

To the Shareholders and Board of Trustees of

FEDERATED MUNICIPAL TRUST
(California Municipal Cash Trust):

We have audited the accompanying statement of assets and liabilities of
California Municipal Cash Trust (an investment portfolio of Federated Municipal
Trust, a Massachusetts business trust), including the schedule of portfolio
investments, as of October 31, 1995, the related statement of operations for the
year then ended, changes in net assets for the year ended September 30, 1994,
for the period from October 1, 1994, to October 31 1994, and for the year ended
October 31, 1995, and the financial highlights (see page 2 of the prospectus)
for the periods presented. These financial statements and financial highlights
are the responsibility of the Trust's management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audits. The financial highlights for the periods ended September 30,
1989, through September 30, 1993, were audited by other auditors whose report
dated November 12, 1993, expressed an unqualified opinion on those financial
highlights.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
California Municipal Cash Trust (an investment portfolio of Federated Municipal
Trust) as of October 31, 1995, the results of its operations for the year then
ended, the changes in net assets for the year ended September 30, 1994, for the
period from October 1, 1994, to October 31 1994, and for the year ended October
31, 1995, and its financial highlights for the periods presented, in conformity
with generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
December 15, 1995


ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>             <C>                                       <C>
California 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                     P.O. Box 8600
                Trust Company                             Boston, MA 02266-8600
- ----------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                P.O. Box 8600
                                                          Boston, MA 02266-8600
- ----------------------------------------------------------------------------------------------
Independent Public Accountants
                Arthur Andersen LLP                       2100 One PPG Place
                                                          Pittsburgh, PA 15222
- ----------------------------------------------------------------------------------------------
</TABLE>



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

- --------------------------------------------------------------------------------
                                      CALIFORNIA MUNICIPAL
                                      CASH TRUST
                                      PROSPECTUS

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

                                      Prospectus dated December 31, 1995

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      CUSIP 314229766
      G00329-01 (12/95)
(LOGO)
                       CALIFORNIA MUNICIPAL CASH TRUST
                  (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)

                     STATEMENT OF ADDITIONAL INFORMATION
   This Statement of Additional Information should be read with the
   prospectus(es) of California Municipal Cash Trust (the "Fund"), a
   portfolio of Federated Municipal Trust (the "Trust")  dated December 31,
   1995. This Statement is not a prospectus. You may request a copy of a
   prospectus or a paper copy of this Statement, if you have received it
   electronically, free of charge by calling 1-800-235-4669.


   FEDERATED INVESTORS TOWER
   PITTSBURGH, PA 15222-3779

                        Statement dated December 31, 1995
Federated Securities Corp.
Distributor
A subsidiary of Federated Investors



INVESTMENT POLICIES              2

 Acceptable Investments          2
 Participation Interests         2
 Municipal Leases                2
 Ratings                         3
 When-Issued and Delayed Delivery
  Transactions                   4
 Repurchase Agreements           4
 Credit Enhancement              5
CALIFORNIA INVESTMENT RISKS      5

INVESTMENT LIMITATIONS           8

 Regulatory Compliance          12
FEDERATED MUNICIPAL TRUST
MANAGEMENT                       6

 Share Ownership                11
 Trustees Compensation          22
 Trustee Liability              24
INVESTMENT ADVISORY SERVICES    24

 Investment Adviser             24
 Advisory Fees                  25
BROKERAGE TRANSACTIONS          26

OTHER SERVICES                  27

 Fund Administration            27



 Custodian and Portfolio
  Recordkeeper                  28
 Transfer Agent                 14
 Independent Public Accountants 14
SHAREHOLDER SERVICES AGREEMENT  28

DETERMINING NET ASSET VALUE     29

REDEMPTION IN KIND              30

MASSACHUSETTS PARTNERSHIP LAW   30

THE FUND'S TAX STATUS           31

PERFORMANCE INFORMATION         31

 Yield                          16
 Effective Yield                32
 Tax-Equivalent Yield           32
 Tax-Equivalency Table          33
 Total Return                   34
 Performance Comparisons        18
ABOUT FEDERATED INVESTORS       36

 Mutual Fund Market             37
 Institutional Clients          37
 Trust Organizations            37
 Broker/Dealers and Bank
  Broker/Dealer Subsidiaries    37
APPENDIX                        20





INVESTMENT POLICIES

Unless indicated otherwise, the policies described below may be changed by the
Board of 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 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.
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, or 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."
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.
CREDIT ENHANCEMENT
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.
CALIFORNIA INVESTMENT RISKS

LIMITS ON TAXING AND SPENDING AUTHORITY
Developments in California  ( the "State" or "California") which constrain the
taxing and spending authority of California governmental entities could
adversely affect the ability of such entities to meet their interest and/or
principal payment obligations on securities they have issued or will issue.
The following information constitutes only a brief summary and is not intended
as a complete description.
In 1978, a statewide referendum approved Proposition 13, an amendment to the
California Constitution limiting both the valuation of real property for



property tax purposes and the power of local taxing authorities to increase
real property tax revenues. To provide revenue to local governments,
legislation was enacted shortly thereafter providing for the redistribution to
local governments of the State's then existing surplus in its General Fund,
reallocation of revenues to local governments, and assumption by the State of
certain local government obligations. More recent California legislation has,
however, reduced State assistance payments to local governments and
reallocated a portion of such payments to the State's General Fund.
In 1979, California voters amended the California Constitution again by
passing Article XIII B, which imposes an appropriations limit on the spending
authority of certain State and local government entities. The State's
appropriations limit is based on its 1978-1979 fiscal year authorizations to
expend proceeds of taxes and is adjusted annually to reflect changes in cost
of living and population and transfer of financial responsibility from one
governmental unit to another. If a California governmental entity raises
revenues beyond its appropriations limit, the excess must be returned to the
entity's taxpayers within the two subsequent fiscal years, generally by a tax
credit, refund, or temporary suspension of tax rates or fee schedules. These
spending limitations do not, however, apply to the debt service on obligations
existing or legally authorized as of January 1, 1979, or on bonded
indebtedness thereafter approved by the voters.
In November 1988, California voters approved Proposition 98. This initiative
requires that revenues in excess of amounts permitted to be spent, and which
would otherwise be returned by revision of tax rates or fee schedules, be
transferred and allocated (up to a maximum of 4%) to the State School Fund and
be expended solely for purposes of instructional improvement and
accountability. Any funds allocated to the State school fund shall cause the
appropriation limits to be annually increased for any such allocation made in



the prior year. Proposition 98 also requires the State to provide a minimum
level of funding for public schools and community colleges. The initiative
permits the enactment of legislation, by a two-thirds vote, to suspend the
minimum funding requirement for one year.
On  September 28, 1995, the California Supreme Court upheld the
constitutionality of Proposition 62. This referendum was approved by the
State's voters in 1986, but not enforced due to previous judicial decisions.
Proposition 62 requires a two-thirds voter approval for special taxes and a
new simple majority approval for general municipal purposes. The future effect
of Proposition 62 on the financial performance of California local governments
and on note and debt security in unclear. It is possible that court
challenges, based on Proposition 62, to taxes raised or imposed after 1986,
may reduce general municipal revenues available for financing municipal
operations and services, including repayment of tax anticipation notes and
other forms of debt such as certificates of participation.
The effect of these various constitutional and statutory changes upon the
ability of California municipal securities issuers to pay interest and
principal on their obligations remains unclear. Furthermore, other measures
affecting the taxing or spending authority of California or its political
subdivisions may be approved or enacted in the future.
ECONOMIC DEVELOPMENTS
The California economy is in recovery. Statewide unemployment in September,
1995 was one full percentage point lower that in September, 1994. Major
sectors of employment growth have been high tech industries and motion picture
production. Gains in these and other sectors have more than offset continued
job losses in the aerospace and financial services industries. Other positive
economic developments include greatly increased exports, new home construction
and retail sales.



As a result of the improvement in the economy, tax revenues have been higher
than budgeted. In the first quarter of fiscal year 1996, the State's General
(operating) Fund revenues were $525 million (5.3%) above the budget forecast.
Financial challenges clearly remain, as the budget for fiscal year 1996
appears to reflect optimism about certain revenue sources, most notably
federal government aid for illegal immigrants.
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 net 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. In those cases, it may pledge assets
having a market value not exceeding the lesser of the dollar amounts borrowed
or 15% of the value of total assets at the time of the pledge.



LENDING CASH OR SECURITIES
The Fund will not lend any of its assets, except that it may acquire publicly
or non-publicly issued California municipal securities or temporary
investments or enter into repurchase agreements, in accordance with its
investment objective, policies, limitations, and the Trust's 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, 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 purchase securities if, as a result of such purchase, 25% or
more of the value of its total assets would be invested in any one industry,
or in industrial development bonds or other securities, the interest upon
which is paid from revenues of similar types of projects. However, the Fund
may invest as temporary investments more than 25% of the value of its assets
in cash or certain money market instruments, securities issued or guaranteed
by the U.S. government, its agencies or instrumentalities, or instruments
secured by these money market instruments, such as repurchase agreements.



INVESTMENTS IN ANY ONE ISSUER
With respect to securities comprising 75% of its assets, the Fund will not
invest more than 10% of its total assets in the securities of any one issuer
(except cash and cash items, repurchase agreements collateralized by U.S.
government securities, and U.S. government obligations).
Under this limitation, each governmental subdivision, including states,
territories, possessions of the United States, or their political
subdivisions, agencies, authorities, instrumentalities, or similar entities,
will be considered a separate issuer if its assets and revenues are separate
from those of the government body creating it and the security is backed only
by its own assets and revenues.
Industrial development bonds backed only by the assets and revenues of a non-
governmental user are considered to be issued solely by that user. If in the
case of an industrial development bond or government- issued security, a
governmental or other entity guarantees the security, such guarantee would be
considered a separate security issued by the guarantor, as well as the other
issuer, subject to limited exclusions allowed by the Investment Company Act of
1940.
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 AND TRUSTEES OF
THE TRUST
The Fund will not purchase or retain the securities of any issuer if the
officers and Trustees of the Trust or its investment adviser, owning
individually more than .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 certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings association 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 did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present intent
to do so during the coming fiscal year.
REGULATORY COMPLIANCE
The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in its
prospectus and this 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. In particular, the Fund
will comply with the various requirements of Rule 2a-7, which regulates money
market mutual funds. The Fund will determine the effective maturity of its
investments, as well as its ability to consider a security as having received
the requisite short-term ratings by NRSROs, according to Rule 2a-7. The Fund
may change these operational policies to reflect changes in the laws and
regulations without the approval of its shareholders.





FEDERATED MUNICIPAL TRUST MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates, 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. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of
the Funds. Mr. Donahue is the father of J. Christopher Donahue,  Executive
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.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of Pittsburgh;
Medical Director, University of Pittsburgh Medical Center - Downtown; Member,
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; Shareholder, Henny, Kochuba, 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.


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.





Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 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.


Gregor F. Meyer



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


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, International Politics and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management Center;
Director, Trustee, or Managing General Partner of the Funds; President



Emeritus, University of Pittsburgh; founding Chairman, National Advisory
Council for Environmental Policy and Technology and Federal Emergency
Management Advisory Board.





Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.


J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
 Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global 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  of the Company.




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


Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.



David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors;
Controller, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.;  Senior Vice President,
Federated Shareholder Services; Vice President, Federated Administrative
Services; Treasurer of some of the Funds.


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



     @ 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 Government Money Trust; Blanchard Funds; Blanchard
Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated
ARMs Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated
GNMA Trust; Federated Government Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Term Municipal Trust;  Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated
Total Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 3-5 Years; 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; 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; 111 Corcoran
Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The Shawmut



Funds; Star Funds; The Starburst Funds; The Starburst Funds II; Stock and Bond
Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free Instruments
Trust; Trademark Funds; Trust for Financial Institutions; Trust For Government
Cash Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; The Virtus Funds; World Investment Series, Inc.


SHARE OWNERSHIP
Officers and Trustees as a group own less than 1% of the Fund`s outstanding
shares.
As of December 4, 1995, the following shareholder(s) of record owned 5% or
more of the outstanding shares of the California Municipal Cash Trust:
Citibank NA, Long Island City, NY, 22.15%; Fiduciary Trust Co. International,
New York, NY, 16.58%; REPUB & Co. Los Angeles, CA, 8.09%; Borel Bank & Trust,
San Mateo, CA, 7.65%, First Interstate Bank, Calabasas, CA, 7.15%; and Piper
Jaffray Inc., Minneapolis, MN, 6.45%.


TRUSTEES COMPENSATION


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


John F. Donahue     $0             $0 for the Trust  and



Chairman and Trustee                    68 other investment companies in the
Fund Complex
Thomas G. Bigley    $2,458         $20,688 for the Trust  and
Trustee                            49 other investment companies in the Fund
Complex
John T. Conroy, Jr. $3,520         $117,202 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
William J. Copeland $3,520         $117,202 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Glen R. Johnson     $0             $0 for the Trust  and
President and Trustee                   14 other investment companies in the
Fund Complex
James E. Dowd       $3,520         $117,202 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Lawrence D. Ellis, M.D.            $3,166    $106,460 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Edward L. Flaherty, Jr.            $3,520    $117,202 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Peter E. Madden     $2,757         $90,563 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Gregor F. Meyer     $3,166         $106,460 for the Trust  and



Trustee                            64 other investment companies in the Fund
Complex
John E. Murray, Jr.,               $1,762    $0 for the Trust  and
Trustee                            64  other investment companies in the Fund
Complex
Wesley W. Posvar    $3,166         $106,460 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Marjorie P. Smuts   $3,166         $106,460 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex


*Information is furnished for the fiscal year ended October 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of
fifteen 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. For the fiscal year ended October
31, 1995, and for the period from October 1, 1994 to October 31, 1994, the
adviser earned $465,758  and $34,909, respectively, of which $402,906 and
$30,860, respectively, were waived. For the fiscal year ended September 30,
1994 and 1993, the adviser earned $469,163 and $541,209, respectively, of
which $370,160 and $376,910, respectively, were waived.
  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.
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 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 Fund 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. During the fiscal year ended October  31, 1995, and for the period
from October 1, 1994 to October 31, 1994, as well as the fiscal years ended
September 30, 1994 and 1993, the Fund paid no brokerage commissions.
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.
OTHER SERVICES

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 Prior to March 1, 1994, Federated Administrative
Services, Inc., also a subsidiary of Federated Investors, served as the Fund's
Administrator. (For purposes of this Statement of Additional Information,
Federated Administrative Services and Federated Administrative Services, Inc.
may hereinafter collectively be referred to as the "Administrators".) For the
fiscal year ended October 31, 1995, and for the period from October 1, 1994 to
October 31, 1994,  Federated Administrative Services earned $125,000 and
$10,617, respectively. For the fiscal year ended September 30, 1994, the
Administrators collectively earned $178,552. For the fiscal year ended



September 30, 1993,  Federated Administrative Services, Inc., earned $235,058.
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.
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.
TRANSFER AGENT
As transfer agent, Federated Services Company, maintains all necessary
shareholder records. For its services, the transfer agent receives a fee based
on the size, type and number of accounts and transactions made by
shareholders.
INDEPENDENT PUBLIC ACCOUNTANTS
 The independent public accountants for the Fund are Arthur Andersen LLP,
Pittsburgh, PA.
SHAREHOLDER SERVICES AGREEMENT

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 balances;
answering routine client inquiries; and assisting clients in changing dividend
options, account designations, and addresses. By adopting the Shareholder
Services Agreement, the Trustees expect 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.
For the fiscal year ended October 31, 1995, the Fund paid shareholder services
fees in the amount of $232,864, of which $65,184  were waived.
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.
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.
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.
The Fund's yield for the seven-day period ended October 31, 1995, was 3.31%.
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.
The Fund's effective yield for the seven-day period ended October 31, 1995,
was 3.37%.
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.
The Fund's tax-equivalent yield for the seven-day period ended October 31,
1995, was 6.70%.





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 California


                                   TAX BRACKET
    Combined Federal
    and State
    Tax Bracket:       21.00%    37.30%     40.30%      46.00%   49.60%
    50.60%

    Joint                     $1-                   $39,001-     $94,251-
             $143,601-               $256,501-                OVER
    Return                $39,00            $94,250    $143,600
    $256,500                 $429,858                 $429,858

 Tax-Exempt



       Yield                                                          Taxable
Yield Equivalent
     1.50%     1.90%    2.39%     2.51%      2.78%2.98%                3.04%
     2.00      2.53     3.19      3.35       3.70        3.97          4.05
     2.50      3.16     3.99      4.19       4.63        4.96          5.06
     3.00      3.80     4.78      5.03       5.56        5.95          6.07
     3.50      4.43     5.58      5.86       6.48        6.94          7.09
     4.00      5.06     6.38      6.70       7.41        7.94          8.10
     4.50      5.70     7.18      7.54       8.33        8.93          9.11
     5.00      6.33     7.97      8.38       9.26        9.92          10.12
     5.50      6.96     8.77      9.21      10.19        10.91         11.13

    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.
The average annual total returns for the one-year and five-year periods ended
October 31, 1995, and for the period from April 3, 1989 (date of initial
public investment) through October 31, 1995, were 3.37%, 2.87%, and 3.52%,
respectively.



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.



ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is reflected
in its investment decision making-structured, straightforward, and consistent.
This has resulted in a history of competitive performance with a range of
competitive investment products that have gained the confidence of thousands
of clients and their customers.
The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research. Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund. Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market funds,
a principal means used by money managers today to value money market fund
shares. Other innovations include the first institutional tax-free money
market fund. As of December 31, 1994, Federated Investors managed more than
$31 billion in assets across approximately 43 money market funds, including 17
government, 8 prime and 18 municipal with assets approximating $17 billion,
$7.4 billion and $6.6 billion, respectively.
J. Thomas Madden, Executive Vice President, oversees Federated Investors'
equity and high yield corporate bond management while William D. Dawson,
Executive Vice President, oversees Federated Investors' domestic fixed income
management. Henry A. Frantzen, Executive Vice President, oversees the
management of Federated Investors' international portfolios.



MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $2 trillion to the more than 5,500 funds available.*
Federated Investors, through its subsidiaries, distributes mutual funds for a
variety of investment applications. Specific markets include:
INSTITUTIONAL CLIENTS
Federated Investors meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for a
variety of applications, including defined benefit and defined contribution
programs, cash management, and asset/liability management. Institutional
clients include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial
advisors. The marketing effort to these  institutional clients is headed by
John B. Fisher, President, Institutional Sales Division.


*Source:  Investment Company Institute

TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations. Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios.
The marketing effort to trust clients is headed by Mark R. Gensheimer,
Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more



wholesalers than any other mutual fund distributor. The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.


APPENDIX


STANDARD & POOR'S RATINGS GROUP
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
A  Standard & Poor's Ratings Group (S&P) note rating reflects the liquidity
concerns and market access risks unique to notes.
SP-1      Very strong or strong capacity to pay principal and interest. Those
   issues determined to possess overwhelming safety characteristics will be
   given a plus sign (+) designation.
SP-2      Satisfactory capacity to pay principal and interest.
VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
S&P assigns dual ratings to all long-term debt issues that have as part of
their provisions a variable rate demand feature. The first rating (long-term
rating) addresses the likelihood of repayment of principal and interest when
due, and the second rating (short-term rating) describes the demand
characteristics. Several examples are AAA/A-1+, AA/A-1+, A/A-1. (The
definitions for the long-term and the short-term ratings are provided below.)
COMMERCIAL PAPER (CP) RATINGS
An  S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
A-1       This highest category indicates that the degree of safety regarding
   timely payment is strong. Those issues determined to possess extremely



   strong safety characteristics are denoted with a plus sign (+)
   designation.
A-2  Capacity for timely payment on issues with this designation is
   satisfactory. However, the relative degree of safety is not as high as for
   issues designated A-1.
LONG-TERM DEBT RATINGS
AAA  Debt rated "AAA" has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is    extremely strong.
AA   Debt rate "AA" has a very strong capacity to pay interest and repay
principal and differs from the highest  rated issues only in small degree.
A  Debt rated "A" has a strong capacity to pay interest and repay principal
   although it is somewhat more susceptible to the adverse effects of changes
   in circumstances and economic conditions than debt in higher rated
   categories.
MOODY'S INVESTORS SERVICE, INC.
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
Moody's Investor Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG) (see below). The purpose of the MIG or
VMIG ratings is to provide investors with a simple system by which the
relative investment qualities of short-term obligations may be evaluated.
MIG1      This designation denotes best quality. There is present strong
protection by established cash flows, superior         liquidity support or
demonstrated broad based access to the market for refinancing.
MIG2      This designation denotes high quality. Margins of protection are
ample although not so large as in the             preceding group.


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



Short-term ratings on issues with demand features are differentiated by the
use of the VMIG symbol to reflect such characteristics as payment upon
periodic demand rather than fixed maturity dates and payment relying on
external liquidity.
In this case, two ratings are usually assigned, (for example, Aaa/VMIG-1); the
first representing an evaluation of the degree of risk associated with
scheduled principal and interest payments, and the second representing an
evaluation of the degree of risk associated with the demand feature. The VMIG
rating can be assigned a 1 or 2 designation using the same definitions
described above for the MIG rating.
COMMERCIAL PAPER (CP) RATINGS
P-1            Issuers rated PRIME-1 (or related supporting institutions) have
  a superior capacity for repayment of short-          term promissory
  obligations. PRIME-1 repayment capacity will normally be evidenced by the
  following              characteristics: leading market positions in well
  established industries, high rates of return on funds
   employed, conservative capitalization structure with moderate reliance on
  debt and ample asset             protection, broad margins in earning
  coverage of fixed financial charges and high internal cash generation,
   well-established access to a range of financial markets and assured
  sources of alternate liquidity
P-2            Issuers rated PRIME-2 (or related supporting institutions) have
  a strong capacity for repayment of short-            term promissory
  obligations. This will normally be evidenced by many of the characteristics
  cited             above, but to a lesser degree. Earnings trends and
  coverage ratios, while sound, will be more subject             to variation.
  Capitalization characteristics, while still appropriate, may be more



  affected by external        conditions. Ample alternate liquidity is
  maintained.
LONG-TERM DEBT RATINGS
AAA       Bonds which are rated AAA are judged to be of the best quality. They
carry the smallest degree of investment      risk and are generally referred
to as "gilt edged." Interest payments are protected by a large or by an
   exceptionally stable margin and principal is secure. While the various
protective elements are likely to  change, such changes is can be visualized
are most unlikely to impair the fundamentally strong position of      such
issues.
AA Bonds which are rated AA are judged to be of high quality by all
standards. Together with the AAA group,      they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds   because
margins of protection may not be as large as in AAA securities or fluctuation
of protective elements   may be of greater amplitude or there may be other
elements present which make the long-term risks appear      somewhat larger
than in AAA securities.
A  Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper      medium grade obligations. Factors giving
security to principal and interest are considered adequate but   elements may
be present which suggest a susceptibility to impairment sometime in the
future.
NR Indicates that both the bonds and the obligor or credit enhancer are not
currently rated by S&P or Moody's  with respect to short-term indebtedness.
However, management considers them to be of comparable quality to
   securities rated A-1 or P-1.
NR(1)     The underlying issuer/obligor/guarantor has other outstanding debt
rated "AAA" by S&P or "Aaa" by               Moody's.



NR(2)     The underlying issuer/obligor/guarantor has other outstanding debt
rated "AA" by S&P or "Aa" by Moody's.
NR(3) The underlying issuer/obligor/guarantor has other outstanding debt rated
"A" by S&P or Moody's.





Cusip 314229766




   


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

- --------------------------------------------------------------------------------
NEW YORK MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
CASH II SHARES
PROSPECTUS

The Cash II Shares of New York 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 primarily in short-term New York municipal
securities, including securities of states, territories, and possessions of the
United States which are not issued by or on behalf of New York, or its political
subdivisions and financing authorities, but which provide income exempt from
federal regular income tax and the personal income taxes imposed by New York
State and New York municipalities consistent with stability of principal.

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 December 31,
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,
or a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995

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

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

FINANCIAL HIGHLIGHTS--CASH II SERIES                                           2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
  New York Municipal Securities                                                5
  Investment Risks                                                             6
  Non-Diversification                                                          6
  Investment Limitations                                                       7

FUND INFORMATION                                                               7
- ------------------------------------------------------

  Management of the Fund                                                       7
  Distribution of Cash II Shares                                               8
  Administration of the Fund                                                   9

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

HOW TO PURCHASE SHARES                                                         9
- ------------------------------------------------------

  Special Purchase Features                                                   10

HOW TO REDEEM SHARES                                                          10
- ------------------------------------------------------

  Special Redemption Features                                                 11

ACCOUNT AND SHARE INFORMATION                                                 12
- ------------------------------------------------------

TAX INFORMATION                                                               12
- ------------------------------------------------------

  Federal Income Tax                                                          12
  State and Local Taxes                                                       13

OTHER CLASSES OF SHARES                                                       13
- ------------------------------------------------------

PERFORMANCE INFORMATION                                                       14
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--
  INSTITUTIONAL SERVICE SHARES                                                15
- ------------------------------------------------------

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

REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                                                 31
- ------------------------------------------------------

ADDRESSES                                                                     32
- ------------------------------------------------------


SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                             <C>      <C>
                                        CASH II SHARES
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)........................................              None
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price)........................................              None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)......................              None
Redemption Fee (as a percentage of amount redeemed, if applicable)...........              None
Exchange Fee.................................................................              None
                                   ANNUAL OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver) (1)............................................             0.29%
12b-1 Fee (after waiver) (2).................................................             0.02%
Total Other Expenses.........................................................             0.40%
     Shareholder Services Fee (after waiver) (3).............................    0.23%
          Total Operating Expenses (4).......................................             0.71%
</TABLE>


(1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.40%.

(2) The maximum 12b-1 fee is 0.25%.

(3) The maximum shareholder services fee is 0.25%.

(4) The total operating expenses would have been 1.07% absent the voluntary
waivers of a portion of the management fee, a portion of the 12b-1 fee and a
portion of the shareholder services fee.

     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Cash II Shares of the Fund will
bear, either directly or indirectly. For more complete descriptions of the
various costs and expenses, see "Fund Information". Wire-transferred redemptions
of less than $5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
                       EXAMPLE                         1 year  3 years  5 years 10 years
- -----------------------------------------------------------------------------------------
<S>                                                   <C>     <C>      <C>      <C>
You would pay the following expenses on a $1,000
  investment, assuming (1) 5% annual return and (2)
  redemption at the end of each time period........... $    7 $    23  $    40  $    88
</TABLE>


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


NEW YORK MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS--CASH II SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 31.
<TABLE>
<CAPTION>
                                                           YEAR ENDED OCTOBER 31,
                                             ---------------------------------------------------
                                              1995       1994      1993**      1992      1991(A)
                                             ------     ------     ------     ------     -------
<S>                                          <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD         $ 1.00     $ 1.00     $1.00      $ 1.00     $ 1.00
- ------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------
  Net investment income                        0.03       0.02      0.02        0.03       0.02
- ------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------
  Distributions from net investment income    (0.03)     (0.02)    (0.02 )     (0.03)     (0.02 )
- ------------------------------------------   ------     ------     -----      ------     ------
NET ASSET VALUE, END OF PERIOD               $ 1.00     $ 1.00     $1.00      $ 1.00     $ 1.00
- ------------------------------------------   ------     ------     -----      ------     ------
TOTAL RETURN (B)                               3.37%      2.15%     1.98 %      2.86%      2.20 %
- ------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------
  Expenses                                     0.71%      0.71%     0.71 %      0.73%      0.46 %*
- ------------------------------------------
  Net investment income                        3.20%      2.19%     1.96 %      2.46%      4.08 %*
- ------------------------------------------
  Expense waiver/reimbursement(c)              0.36%      0.21%     0.17 %        --         --
- ------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------
  Net assets, end of period (000 omitted)    $14,439    $134,051   $58,884    $4,641        $56
- ------------------------------------------
</TABLE>


  * Computed on an annualized basis.

 ** Prior to November 9, 1992, the Fund provided three classes of shares

(a) Reflects operations for the period from April 25, 1991 (date of initial
     public investment) to October 31, 1991.

(b) Based on net asset value, which does not reflect the sales charge or
     contingent deferred sales charge, if applicable.

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

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


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 shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Cash II Shares and Institutional
Service Shares. This prospectus relates only to Cash II Shares of the Fund,
which are designed to provide a cash management vehicle for certain customers of
financial institutions which would include corporations and municipalities, as
well as larger individual accounts, seeking a high level of cash management
services from the participating institution. The Fund may not be a suitable
investment for retirement plans or for non-New York taxpayers because it invests
in municipal securities of that state. A minimum initial investment of $25,000
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 taxes imposed by New York State and
New York municipalities consistent with stability of principal. 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 New
York 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 the personal income taxes imposed by New York
State and New York municipalities or so that at least 80% of its net assets is
invested in obligations, the interest income from which is exempt from federal
regular income tax and the personal income taxes imposed by New York State and
New York municipalities. (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 New York 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,
the personal income taxes imposed by New York State and New York municipalities,
and New York State income tax imposed upon non-corporate


taxpayers ("New York Municipal Securities"). Examples of New York Municipal
Securities include, but are not limited to:

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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in New York
     Municipal Securities from financial institutions such as commercial and
     investment banks, savings 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 New York 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. Lease obligations may be subject to periodic appropriation.
     Municipal leases are subject to certain specific risks in the event of
     default or failure of appropriation.
CREDIT ENHANCEMENT.  Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.

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

DEMAND FEATURES.  The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period (usually
seven days) following a demand by the Fund. The demand feature may be issued by
the issuer of the underlying securities, a dealer in the securities, or by
another


third party, and may not be transferred separately from the underlying security.
The Fund uses these arrangements to provide the Fund with liquidity and not to
protect against changes in the market value of the underlying securities. The
bankruptcy, receivership, or default by the issuer of the demand feature, or a
default on the underlying security or other event that terminates the demand
feature before its exercise, will adversely affect the liquidity of the
underlying security. Demand features that are exercisable even after a payment
default on the underlying security may be treated as a form of credit
enhancement.

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, all of comparable quality
to other securities in which the Fund invests, such as: obligations issued by or
on behalf of municipal or corporate issuers; 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 New York
Municipal Securities is subject to the federal alternative minimum tax.

NEW YORK MUNICIPAL SECURITIES

New York 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.

New York 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 New York 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 New York 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 New York 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 New York
Municipal Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in New York 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
New York 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 New York 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 up to 10% of the value of total assets to secure such
borrowings. These investment limitations cannot be changed without shareholder
approval.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES.  The Fund 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 .40 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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being pur-


chased or sold, or being considered for purchase or sale, by the Fund; prohibit
purchasing securities in initial public offerings; and prohibit taking profits
on securities held for less than sixty days. Violations of the codes are subject
to review by the Trustees, and could result in severe penalties.

DISTRIBUTION OF CASH II SHARES

Federated Securities Corp. is the principal distributor for Cash II 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.

State securities laws may require certain financial institutions such as
depository institutions to register as dealers.

DISTRIBUTION PLAN AND SHAREHOLDER SERVICES.  Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the distributor may be paid a fee in an amount computed at an annual rate of .25
of 1% of the average daily net asset value of Cash II Shares to finance any
activity which is principally intended to result in the sale of shares subject
to the Distribution Plan. The distributor may select financial institutions such
as banks, fiduciaries, custodians for public funds, investment advisers, and
broker/dealers to provide services or distribution-related support services as
agents for their clients or customers.

The Distribution Plan is a compensation-type plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amounts or may earn a profit from future payments made by the Fund
under the Distribution Plan.

In addition, the Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up .25 of 1% of the average daily net asset value of
Cash II Shares to obtain certain personal services for shareholders and for the
maintenance of shareholder accounts. Federated Shareholders Services will either
perform shareholder services directly or will select financial institutions to
perform shareholder services. Financial institutions will receive fees based
upon shares owned by their clients or customers. The schedules of such fees and
the basis upon which such fees will be paid will be determined from time to time
by the Fund and Federated Shareholder Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS.  With respect to Cash II
Shares, in addition to payments made pursuant to the Distribution Plan and
Shareholder Services Agreement, Federated Securities Corp. and Federated
Shareholder Services, from their own assets, may pay financial institutions
supplemental fees for the performance of substantial sales services,
distribution-related support services, or shareholder services. The support may
include sponsoring sales, educational and training seminars for their employees,
providing sales literature, and engineering computer software programs that
emphasize the attributes of the Fund. Such assistance will be predicated upon
the amount of shares the financial institution sells or may sell, and/or upon
the type and nature of sales or marketing support furnished by the financial
institution. Any payments made by the distributor may be reimbursed by the
Fund's investment adviser or its affiliates.


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


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

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

The Fund attempts to stabilize the net asset value of Cash II Shares at $1.00 by
valuing the portfolio securities using the amortized cost method. The net asset
value per share is determined by subtracting liabilities attributable to shares
from the value of Fund assets attributable to shares, 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, 3:00 p.m. (Eastern time), and
as of the close of trading (normally 4:00 p.m., Eastern time) on the New York
Stock Exchange, Monday through Friday, except on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days which the New York Stock Exchange
is open for business. Shares may be purchased as described below, either 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 $25,000 within a
90-day period. 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 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 purchase
shares through a financial institution which has a sales agreement with the
distributor. Orders 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.  Shares may be purchased by wire by calling the Fund
before 3:00 p.m. (Eastern time). The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) in
order to begin earning dividends 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: New York Municipal Cash Trust,
Cash II Shares; 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. Questions on wire purchases
should be directed to your shareholder services representative at the telephone
number listed on your account statement.

PURCHASING SHARES BY CHECK.  Shares may be purchased by sending a check to:
Federated Services Company, P.O. Box 8600, Boston, MA 02266-8600. The check
should be made payable to New York Municipal Cash Trust--Cash II Shares. 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
from the shareholder's checking account at an Automated Clearing House ("ACH")
member and invested in Fund shares. Shareholders should contact their financial
institution 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 dividend. Proceeds from
redemption requests received after that time include that day's dividend but
will be wired the following business day. Proceeds from redemption requests
received on holidays when wire transfers are restricted will be wired the
following business day. Questions about telephone redemptions on days


when wire transfers are restricted should be directed to your shareholder
services representative at the telephone number listed on your account
statement. Under limited circumstances, arrangements may be made with the
distributor for same-day payment of proceeds, without that day's dividend, for
redemption requests received before 2 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 to: Federated Services Company, P.O. Box 8600, Boston, MA
02266-8600. If share certificates have been issued, they should be sent
unendorsed with the written request by registered or certified mail to the
address noted above.

The written request should state: the Fund name and the class designation; 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. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the 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 association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm 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. The check writing service allows
shareholders to receive the daily dividend declared on the shares to be redeemed
until the check is presented to UMB Bank, N.A., the bank responsible for
administering the check writing program, for payment. However, checks should
never be made payable or sent to UMB Bank, N.A. or the Fund to redeem shares,
and a check may not be written to close an account.

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 $25,000, 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
institutions or the Fund.


ACCOUNT AND SHARE 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 all
transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES.  Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account balance falls below a required minimum value of
$25,000 due to shareholder redemptions. Before shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to purchase
additional shares to meet the minimum requirement.

VOTING RIGHTS.  Each shareholder has one vote in Trustee elections and other
matters submitted to shareholders for vote. All shares of all classes of each
portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. 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 election of Trustees under certain
circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

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

FEDERAL INCOME TAX

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

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

Shareholders are not required to pay the federal regular income tax on any
dividends received from the Fund that represent net interest on tax-exempt
municipal bonds. However, under the Tax Reform Act of 1986, dividends
representing net interest earned on 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 New
York. Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.

NEW YORK TAXES.  Under existing New York laws, distributions made by the Fund
will not be subject to New York State or New York City personal income taxes to
the extent that such distributions qualify as exempt-interest dividends the
Internal Revenue Code, and represent interest income attributable to obligations
issued of the State of New York and its political subdivisions as well as
certain other obligations, the interest on which is exempt from New York State
and New York City personal income taxes, such as, for example, certain
obligations of the Commonwealth of Puerto Rico. Conversely, to the extent that
distributions made by the Fund are derived from other types of obligations, such
distributions will be subject to New York State and New York City personal
income taxes.

The Fund cannot predict in advance the exact portion of its dividends that will
be exempt from New York State and New York City personal income taxes. However,
the Fund will report to shareholders at least annually what percentage of the
dividends it actually paid is exempt from such taxes.

Dividends paid by the Fund are exempt from the New York City unincorporated
business taxes to the same extent that they are exempt from the New York City
personal income taxes.

Dividends paid by the Fund are not excluded from net income in determining New
York State or New York City franchise taxes on corporations or financial
institutions.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund also offers another class of shares called Institutional Service Shares
that are sold primarily to banks and other institutions that hold assets for
individuals, trusts, estates, or partnerships. Institutional Service Shares are
sold at net asset value and are subject to a Rule 12b-1 Plan and a Shareholder
Services Agreement. Investments in Institutional Service Shares are subject to a
minimum initial investment of $25,000 within a 90-day period.

Cash II Shares and Institutional Service Shares are subject to certain of the
same expenses. Expense differences, however, between Cash II Shares and
Institutional Service Shares may affect the performance of each class.

To obtain more information and a prospectus for Institutional Service Shares,
investors may call 1-800-235-4669.


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

From time to time, the Fund advertises its total return, yield, effective yield,
and tax-equivalent yield for shares. The performance figures will be calculated
separately for each class of shares.

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 shares' tax-exempt yield, assuming a specific tax rate.

Total return represents the change, over a specified period of time, in the
value of an investment in the shares 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 the
Fund's performance to certain indices.


NEW YORK MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 31.
<TABLE>
<CAPTION>
                                                              YEAR ENDED OCTOBER 31,
               --------------------------------------------------------------------------------------------------------------------
                  1995      1994       1993        1992        1991        1990        1989        1988        1987        1986
               --------------------   ------      ------      ------      ------      ------      ------      ------      ------
<S>            <C>       <C>       <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
NET ASSET
  VALUE,
BEGINNING OF
PERIOD         $1.00 $     1.00 $       1.00 $       1.00 $       1.00 $       1.00 $       1.00 $       1.00 $       1.00 $  1.00
- ---------------
INCOME FROM
  INVESTMENT
OPERATIONS
- ---------------
 Net investment
 income         0.04       0.02         0.02         0.03         0.04         0.05         0.06         0.05         0.04    0.04
- ---------------
LESS
 DISTRIBUTIONS
- ---------------
 Distributions
 from net
 investment
 income        (0.04)    (0.02)      (0.02)      (0.03)      (0.04)        (0.05)        (0.06)        (0.05)       (0.04)   (0.04)
- --------------- ----      ----       -----        ----        ----          ----          ----          ----         ----     ----
NET ASSET
  VALUE,
END OF PERIOD  $1.00 $     1.00 $       1.00 $       1.00 $       1.00 $       1.00 $       1.00 $       1.00 $     1.00    $  1.00
- --------------  ----       ----         ----         ----         ----         ----         ----         ----       ----       ----

TOTAL RETURN(A)  3.56%     2.35%       2.16%         3.01%       4.59%         5.51%         5.70%       4.66%     3.90%     4.35%
- ---------------
RATIOS TO
 AVERAGE NET
 ASSETS
- ---------------
 Expenses        0.54%     0.52%       0.54%       0.57%       0.52%        0.54%         0.55%         0.51%   0.47%        0.47%
- ---------------
 Net investment
  income         3.49%     2.31%       2.14%       2.99%       4.48%        5.36%         5.56%         4.57%   3.81%        4.18%
- ---------------
 Expense
 waiver/
 reimbursement(b)       0.53%       0.13%         0.17%           --           --           --           --           --       --
- ---------------
SUPPLEMENTAL
 DATA
- ---------------
 Net assets,
 end of period
 (000 omitted)      $276,149  $236,580   $274,357   $164,492   $191,616   $197,213   $245,542   $212,786    $141,040    $183,941
- ---------------
</TABLE>


(a) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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



NEW YORK MUNICIPAL CASH TRUST

PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                  CREDIT
    AMOUNT                                                                 RATING*        VALUE
- ------------       -----------------------------------------------------   --------    ------------
<C>          <C>   <S>                                                     <C>         <C>
SHORT-TERM MUNICIPAL SECURITIES--99.2%
- ------------------------------------------------------------------------
                   NEW YORK--95.8%
                   -----------------------------------------------------
$  4,525,000       Albany City School District, NY, (Series 1995), 4.75%
                   BANs, 5/3/1996                                             NR(3)    $  4,533,714
                   -----------------------------------------------------
   2,500,000       Albany, NY IDA, (Series 1995) Weekly VRDNs
                   (Davies Office Refurbishing, Inc. Project)/
                   (Marine Midland Bank N.A., Buffalo, NY LOC)                 P-2        2,500,000
                   -----------------------------------------------------
   1,000,000       Babylon, NY IDA, (1994 Series) Weekly VRDNs (J.
                   D'Addario & Company, Inc. Project)/
                   (National Westminster Bank, PLC, London LOC)              VMIG1        1,000,000
                   -----------------------------------------------------
   3,246,000       Beacon, NY, 4.00% BANs, 8/16/1996                          NR(3)       3,246,855
                   -----------------------------------------------------
   6,000,000       Brentwood Union Free School District, NY, 4.375%
                   TANs, 6/28/1996                                            NR(3)       6,010,366
                   -----------------------------------------------------
   5,000,000       Brentwood Union Free School District, NY, 4.50% TANs,
                   6/28/1996                                                  NR(3)       5,012,605
                   -----------------------------------------------------
   3,600,000       Broome County, NY, (Series 1995), 4.75% BANs,
                   4/19/1996                                                  NR(3)       3,607,210
                   -----------------------------------------------------
   3,300,000       Chautauqua County, NY IDA Weekly VRDNs (Cliffstar
                   Corp.)/(Society National Bank, Cleveland, OH LOC)           P-1        3,300,000
                   -----------------------------------------------------
   3,900,000       Chautauqua County, NY IDA Weekly VRDNs (Mogen David
                   Wine Corp.)/(Wells Fargo Bank, N.A. LOC)                    P-1        3,900,000
                   -----------------------------------------------------
   3,000,000       Chautauqua County, NY, (Series 1995), 5.50% TANs,
                   12/21/1995                                                 NR(3)       3,001,530
                   -----------------------------------------------------
   1,140,000       Colonie, NY IDA Weekly VRDNs (Herbert S. Ellis)/
                   (Marine Midland Bank N.A., Buffalo, NY LOC)                 P-2        1,140,000
                   -----------------------------------------------------
     820,000       Colonie, NY IDA, (Series 1988) Weekly VRDNs (13 Green
                   M-1 Drive Project)/(Marine Midland Bank N.A.,
                   Buffalo, NY LOC)                                            P-2          820,000
                   -----------------------------------------------------
   5,000,000       Erie County, NY IDA, IDRB (Series 1994) Weekly VRDNs
                   (Servotronics, Inc. Project)/(Fleet Bank of New York
                   LOC)                                                        P-1        5,000,000
                   -----------------------------------------------------
</TABLE>



NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                  CREDIT
    AMOUNT                                                                 RATING*        VALUE
- ------------       -----------------------------------------------------   --------    ------------
<C>          <C>   <S>                                                     <C>         <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                   NEW YORK--CONTINUED
                   -----------------------------------------------------
$  1,800,000       Franklin County, NY IDA, (Series 1991A) Weekly VRDNs
                   (KES Chateaugay)/(Bank of Tokyo Ltd., Tokyo LOC)            A-1     $  1,800,000
                   -----------------------------------------------------
   1,500,000       Guilderland, NY IDA, (Series 1993A) Weekly VRDNs
                   (Northeastern Industrial Park, Inc.)/(Chemical Bank,
                   New York LOC)                                               P-1        1,500,000
                   -----------------------------------------------------
   5,140,000       Hempstead Union Free School District, NY, 4.50% TANs,
                   6/28/1996                                                  NR(3)       5,160,103
                   -----------------------------------------------------
   4,000,000       Hempstead, NY, (Series 1995A), 5.50% BANs, 3/1/1996       VMIG1        4,009,720
                   -----------------------------------------------------
   4,760,000       Herkimer County, NY IDA, 1994 IDRB Weekly VRDNs
                   (Granny's Kitchen)/(Bank of New York, New York LOC)         A-1        4,760,000
                   -----------------------------------------------------
   3,500,000       Hudson Falls, NY Central School District, 3.82% BANs,
                   6/28/1996                                                  NR(3)       3,500,421
                   -----------------------------------------------------
   3,700,000       Levittown Union Free School District, NY, 4.125%
                   BANs, 10/25/1996                                             NR        3,706,077
                   -----------------------------------------------------
   1,000,000       Levittown Union Free School District, NY, 4.50% BANs,
                   10/25/1996                                                   NR        1,005,183
                   -----------------------------------------------------
     927,000       Liverpool Central School District, NY, 3.90% BANs,
                   6/19/1996                                                  NR(3)         927,839
                   -----------------------------------------------------
   3,770,000       Lockport, NY, 4.17% BANs, 5/30/1996                        NR(3)       3,771,464
                   -----------------------------------------------------
   4,200,000       Longwood Central School District, NY, 4.50% TANs,
                   6/26/1996                                                    NR        4,211,814
                   -----------------------------------------------------
   2,120,000       Madison County, NY IDA, (Series 1989A) Weekly VRDNs
                   (Madison, NY Upstate Metals)/(Fleet Bank of New York
                   LOC)                                                        A-1        2,120,000
                   -----------------------------------------------------
  15,000,000       Marine Midland, NY, Premium Tax-Exempt Bond & Loan
                   Trust Weekly VRDNs (Marine Midland New York
                   Trust)/(Marine Midland Bank N.A., Buffalo, NY LOC)          P-1       15,000,000
                   -----------------------------------------------------
   1,002,814       Nassau County, NY IDA Weekly VRDNs (D.L. Blair
                   Corp.)/(Dai-Ichi Kangyo Bank Ltd., Tokyo LOC)               P-1        1,002,814
                   -----------------------------------------------------
  10,000,000       Nassau County, NY, (Series 1995A), 4.50% TANs,
                   3/15/1996                                                 SP-1+       10,021,790
                   -----------------------------------------------------
</TABLE>



NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                  CREDIT
    AMOUNT                                                                 RATING*        VALUE
- ------------       -----------------------------------------------------   --------    ------------
<C>          <C>   <S>                                                     <C>         <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                   NEW YORK--CONTINUED
                   -----------------------------------------------------
$  4,000,000       New York City Municipal Water Finance Authority,
                   (Series 4), 3.75% CP (Credit Suisse, Zurich LOC),
                   Mandatory Tender 1/23/1996                                 A-1+     $  4,000,000
                   -----------------------------------------------------
     283,334       New York City, NY IDA Weekly VRDNs (David Rosen
                   Bakers Supply)/(Dai-Ichi Kangyo Bank Ltd., Tokyo LOC)       P-1          283,334
                   -----------------------------------------------------
     466,668       New York City, NY IDA Weekly VRDNs (Lomar Development
                   Corp.)/(Dai-Ichi Kangyo Bank Ltd., Tokyo LOC)               P-1          466,668
                   -----------------------------------------------------
      81,265       New York City, NY IDA Weekly VRDNs (MLN
                   Associates)/(Dai-Ichi Kangyo Bank Ltd., Tokyo LOC)          P-1           81,265
                   -----------------------------------------------------
   3,300,000       New York City, NY IDA Weekly VRDNs (Mindel
                   Associates)/(Chemical Bank, New York LOC)                   A-1        3,300,000
                   -----------------------------------------------------
   1,900,000       New York City, NY IDA, Special Facility Revenue Bonds
                   (Series 1990) Weekly VRDNs (Air France)/(Societe
                   Generale, Paris LOC)                                       A-1+        1,900,000
                   -----------------------------------------------------
   5,000,000       New York State Dormitory Authority, (Series 1989B),
                   3.60% CP (Sloan-Kettering Memorial Cancer Center)/
                   (Chemical Bank, New York LOC), Mandatory Tender
                   11/17/1995                                                  P-1        5,000,000
                   -----------------------------------------------------
   5,475,000    (a) New York State Dormitory Authority, PA-60 (Series
                   1993) Weekly VRDNs (Rochester General Hospital)/(FHA
                   INS)/(Merrill Lynch Capital Services, Inc. LIQ)            A-1+        5,475,000
                   -----------------------------------------------------
   2,700,000       New York State Energy Research & Development
                   Authority Weekly VRDNs (Long Island Lighting
                   Co.)/(Toronto-Dominion Bank LOC)                          VMIG1        2,700,000
                   -----------------------------------------------------
   3,285,000       New York State Energy Research & Development
                   Authority, (Series 1985), 4.40% TOBs (Rochester Gas &
                   Electric Corp)/(Credit Suisse, Zurich LOC), Optional
                   Tender 11/15/1995                                          A-1+        3,285,000
                   -----------------------------------------------------
   2,000,000       New York State Energy Research & Development
                   Authority, (Series 1985A), 4.70% TOBs (Long Island
                   Lighting Co.)/(Deutsche Bank, AG LOC), Mandatory
                   Tender 3/1/1996                                            A-1+        2,000,000
                   -----------------------------------------------------
</TABLE>



NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                  CREDIT
    AMOUNT                                                                 RATING*        VALUE
- ------------       -----------------------------------------------------   --------    ------------
<C>          <C>   <S>                                                     <C>         <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                   NEW YORK--CONTINUED
                   -----------------------------------------------------
$  3,000,000       New York State Energy Research & Development
                   Authority, (Series 1993A) Weekly VRDNs (Long Island
                   Lighting Co.)/(Toronto-Dominion Bank LOC)                 VMIG1     $  3,000,000
                   -----------------------------------------------------
   2,000,000       New York State Energy Research & Development
                   Authority, 4.65% TOBs (New York State Electric and
                   Gas Corp.)/(J.P. Morgan Delaware, Wilmington LOC),
                   Optional Tender 3/15/1996                                  A-1+        2,000,000
                   -----------------------------------------------------
   2,500,000       New York State HFA Weekly VRDNs (Special Surgery
                   Hospital)/(Chemical Bank, New York LOC)                   VMIG1        2,500,000
                   -----------------------------------------------------
   4,000,000       New York State HFA, Housing Revenue Bonds (1985
                   Series A) Weekly VRDNs (Liberty View Apartments)/
                   (Chemical Bank, New York LOC)                               A-1        4,000,000
                   -----------------------------------------------------
   1,290,000       New York State Job Development Authority Weekly VRDNs
                   (Sumitomo Bank Ltd., Osaka LOC)                           VMIG1        1,290,000
                   -----------------------------------------------------
   1,590,000       New York State Job Development Authority Weekly VRDNs
                   (Sumitomo Bank Ltd., Osaka LOC)                           VMIG1        1,590,000
                   -----------------------------------------------------
   4,625,000    (a) New York State Medical Care Facilities Finance
                   Agency, Hospital & Nursing Home Mortgage Revenue
                   Bonds (1994 Series C) Weekly VRDNs (FHA INS)/(Merrill
                   Lynch Capital Services, Inc. LIQ)                          A-1+        4,625,000
                   -----------------------------------------------------
   3,700,000    (a) New York State Mortgage Agency, (Series PA-29) Weekly
                   VRDNs (Merrill Lynch Capital Services, Inc. LIQ)          VMIG1        3,700,000
                   -----------------------------------------------------
   4,945,000    (a) New York State Mortgage Agency, Homeowner Mortgage
                   Revenue Bonds (PA-87) Weekly VRDNs (Merrill Lynch
                   Capital Services, Inc. LIQ)                               VMIG1        4,945,000
                   -----------------------------------------------------
   2,640,000    (a) New York State Mortgage Agency, Homeowner Mortgage
                   Revenue Bonds (Series PT-15B) Weekly VRDNs (Dai-Ichi
                   Kangyo Bank Ltd., Tokyo LIQ)                              VMIG1        2,640,000
                   -----------------------------------------------------
   6,500,000       Niagara County, NY IDA Weekly VRDNs (Allegheny Ludlum
                   Corp.)/(PNC Bank, N.A. LOC)                                 A-1        6,500,000
                   -----------------------------------------------------
</TABLE>



NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                  CREDIT
    AMOUNT                                                                 RATING*        VALUE
- ------------       -----------------------------------------------------   --------    ------------
<C>          <C>   <S>                                                     <C>         <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                   NEW YORK--CONTINUED
                   -----------------------------------------------------
$  6,000,000       Niagara County, NY IDA, Solid Waste Disposal Facility
                   Revenue Bonds (Series 1994B), 4.00% CP (American Ref-
                   Fuel Company)/(Air Products & Chemicals, Inc. and
                   Browning-Ferris Industries, Inc. GTDs), Mandatory
                   Tender 12/8/1995                                            A-1     $  6,000,000
                   -----------------------------------------------------
   9,900,000       Niagara County, NY IDA, Solid Waste Disposal Facility
                   Revenue Bonds (Series 1994C), 3.90% CP (American
                   Ref-Fuel Company)/(Air Products & Chemicals, Inc. and
                   Browning-Ferris Industries, Inc. GTDs), Mandatory
                   Tender 2/13/1996                                            A-1        9,900,000
                   -----------------------------------------------------
   6,000,000       Niagara County, NY IDA, Solid Waste Disposal Facility
                   Revenue Bonds (Series 1994C), 4.00% CP (American
                   Ref-Fuel Company)/(Air Products & Chemicals, Inc. and
                   Browning-Ferris Industries, Inc. GTDs), Mandatory
                   Tender 1/11/1996                                            A-1        6,000,000
                   -----------------------------------------------------
   1,010,000       North Hempstead, NY, (1995 Series B), 4.75% BANs,
                   4/25/1996                                                  NR(3)       1,012,093
                   -----------------------------------------------------
     820,000       Onondaga County, NY IDA Weekly VRDNs (Beverage
                   Corp.)/(Marine Midland Bank N.A., Buffalo, NY LOC)          P-2          820,000
                   -----------------------------------------------------
   1,075,000       Onondaga County, NY IDA, (Series 1987) Weekly VRDNs
                   (Southern Container Corp.)/(Chemical Bank, New York
                   LOC)                                                      VMIG1        1,075,000
                   -----------------------------------------------------
   1,725,000       Onondaga County, NY Weekly VRDNs (Grainger (W.W.),
                   Inc.)                                                      A-1+        1,725,000
                   -----------------------------------------------------
   1,500,000       Ontario, NY IDA Weekly VRDNs (Hillcrest
                   Enterprises/Buckeye Corrugated)/(National City Bank,
                   Cleveland, OH LOC)                                          P-1        1,500,000
                   -----------------------------------------------------
   5,700,000       Oswego County, NY IDA Weekly VRDNs (Copperweld
                   Corp.)/(Credit Lyonnais, North America LOC)                 P-1        5,700,000
                   -----------------------------------------------------
   1,525,000       Perry Central School District, NY, 4.125% BANs,
                   6/21/1996                                                  NR(3)       1,528,971
                   -----------------------------------------------------
  15,000,000       Port Authority of New York and New Jersey Weekly
                   VRDNs                                                      A-1+       15,000,000
                   -----------------------------------------------------
  15,000,000       Port Authority of New York and New Jersey Weekly
                   VRDNs                                                      A-1+       15,000,000
                   -----------------------------------------------------
</TABLE>



NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                  CREDIT
    AMOUNT                                                                 RATING*        VALUE
- ------------       -----------------------------------------------------   --------    ------------
<C>          <C>   <S>                                                     <C>         <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                   NEW YORK--CONTINUED
                   -----------------------------------------------------
$  1,000,000       Port Authority of New York and New Jersey, (Series 3)
                   Weekly VRDNs (KIAC Partners)/(Deutsche Bank, AG LOC)        P-1     $  1,000,000
                   -----------------------------------------------------
   1,000,000       Rotterdam, NY IDA, (Series 1993A) Weekly VRDNs
                   (Rotterdam Industrial Park)/(Chemical Bank, New York
                   LOC)                                                        P-1        1,000,000
                   -----------------------------------------------------
   4,000,000       Saranac Central School District, NY, 4.50% BANs,
                   6/28/1996                                                  NR(2)       4,016,394
                   -----------------------------------------------------
     650,817       Schenectady, NY IDA Weekly VRDNs (McClellan Street
                   Associates)/(Ford Motor Credit Corp. 1994-A LIQ)/
                   (Dai-Ichi Kangyo Bank Ltd., Tokyo LOC)                      P-1          650,817
                   -----------------------------------------------------
   3,000,000       Suffolk County, NY IDA Weekly VRDNs (C & J Realty
                   Corp.)/(Ford Motor Credit Corp. 1994-A LIQ)/(Dai-Ichi
                   Kangyo Bank Ltd., Tokyo LOC)                                P-1        3,000,000
                   -----------------------------------------------------
     509,167       Suffolk County, NY IDA Weekly VRDNs (CS Property/
                   Tara Toy, Inc.)/(Ford Motor Credit Corp. 1994-A
                   LIQ)/(Dai-Ichi Kangyo Bank Ltd., Tokyo LOC)                 P-1          509,167
                   -----------------------------------------------------
     432,000       Suffolk County, NY IDA Weekly VRDNs (D.A.
                   Yaron)/(Ford Motor Credit Corp. 1994-A LIQ)/(Dai-Ichi
                   Kangyo Bank Ltd., Tokyo LOC)                                P-1          432,000
                   -----------------------------------------------------
   1,050,000       Suffolk County, NY IDA Weekly VRDNs (Poly Research
                   Corp.)/(Marine Midland Bank N.A., Buffalo, NY LOC)          P-2        1,050,000
                   -----------------------------------------------------
   1,800,000       Suffolk County, NY IDA, 5.6875% TOBs (Grainger
                   (W.W.), Inc.), Optional Tender 12/1/1995                    P-1        1,800,000
                   -----------------------------------------------------
   5,000,000    (a) VRDC/IVRC Trust, (Series 1992A) Weekly VRDNs (New
                   York City Municipal Water Finance Authority)/(MBIA
                   Insurance Corporation INS)/(HongKong & Shanghai
                   Banking Corp. LIQ)                                          A-1        5,000,000
                   -----------------------------------------------------
   7,000,000    (a) VRDC/IVRC Trust, (Series 1993B) Weekly VRDNs (New
                   York Metropolitan Transportation Authority)/(AMBAC
                   INS)/(HongKong & Shanghai Banking Corp. LIQ)                A-1        7,000,000
                   -----------------------------------------------------
   7,500,000       Walden Village, NY IDA, IDRB (Series 1994) Weekly
                   VRDNs (Spence Engineering Co.)/(First Union National
                   Bank, Charlotte, N.C. LOC)                                  P-1        7,500,000
                   -----------------------------------------------------
</TABLE>



NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                  CREDIT
    AMOUNT                                                                 RATING*        VALUE
- ------------       -----------------------------------------------------   --------    ------------
<C>          <C>   <S>                                                     <C>         <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                   NEW YORK--CONTINUED
                   -----------------------------------------------------
$  5,685,000       Warren & Washington Counties, NY IDA Weekly VRDNs
                   (Sandy Hill Corp.)/(First Union National Bank,
                   Charlotte, N.C. LOC)                                        A-1     $  5,685,000
                   -----------------------------------------------------
   1,415,000       Yates County, NY IDA, (Series 1992A) Weekly VRDNs
                   (Clearplass Container)/(Fleet Bank of New York LOC)         A-1        1,415,000
                   -----------------------------------------------------
   2,300,000       Yonkers, NY IDA, (Series 1992A) Weekly VRDNs
                   (Consumers Union Facility)/(Industrial Bank of Japan
                   Ltd., Tokyo LOC)                                          VMIG1        2,300,000
                   -----------------------------------------------------               ------------
                   TOTAL                                                                278,470,214
                   -----------------------------------------------------               ------------
                   PUERTO RICO--3.4%
                   -----------------------------------------------------
  10,000,000    (a) Commonwealth of Puerto Rico, Public Improvement
                   Refunding Bonds TOC (Series 1995B) Weekly VRDNs (MBIA
                   Insurance Corporation INS)/(Dai-Ichi Kangyo Bank
                   Ltd., Tokyo LIQ)                                            A-1       10,000,000
                   -----------------------------------------------------               ------------
                   TOTAL INVESTMENTS, AT AMORTIZED COST(B)                             $288,470,214
                   -----------------------------------------------------               ------------
</TABLE>


Securities that are subject to Alternative Minimum Tax represent 34% of the
portfolio as calculated based upon total portfolio market value.

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

(a) Denotes a restricted security which is subject to restrictions on resale
    under Federal Securities laws. These securities have been determined to be
    liquid under criteria established by the Board of Trustees. At the end of
    the period, these securities amounted to ($43,385,000) which represents 15%
    of net assets.

(b) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($290,587,984) at October 31, 1995.


NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronym(s) are used throughout this portfolio:
<TABLE>
<S>     <C>
AMBAC   -- American Municipal Bond Assurance Corporation
BANs    -- Bond Anticipation Notes
CP      -- Commercial Paper
FHA     -- Federal Housing Administration
GTDs    -- Guarantees
HFA     -- Housing Finance Authority
IDA     -- Industrial Development Authority
IDRB    -- Industrial Development Revenue Bond
INS     -- Insured
LIQ     -- Liquidity Agreement
LOC     -- Letter of Credit
MBIA    -- Municipal Bond Investors Assurance
PLC     -- Public Limited Company
TANs    -- Tax Anticipation Notes
TOBs    -- Tender Option Bonds
TOC     -- Tender Option Certificate
VRDNs   -- Variable Rate Demand Notes
</TABLE>


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


NEW YORK MUNICIPAL CASH TRUST

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                   <C>          <C>
ASSETS:
- ------------------------------------------------------------------------------
Total investments in securities, at amortized cost and value                       $288,470,214
- ------------------------------------------------------------------------------
Cash                                                                                    388,388
- ------------------------------------------------------------------------------
Income receivable                                                                     2,534,760
- ------------------------------------------------------------------------------
Receivable for shares sold                                                                  266
- ------------------------------------------------------------------------------     ------------
     Total assets                                                                   291,393,628
- ------------------------------------------------------------------------------
LIABILITIES:
- ------------------------------------------------------------------------------
Payable for shares redeemed                                           $183,571
- -------------------------------------------------------------------
Income distribution payable                                            585,672
- -------------------------------------------------------------------
Accrued expenses                                                        36,401
- -------------------------------------------------------------------   --------
     Total liabilities                                                                  805,644
- ------------------------------------------------------------------------------     ------------
NET ASSETS for 290,593,593 shares outstanding                                      $290,587,984
- ------------------------------------------------------------------------------     ------------
NET ASSETS CONSIST OF:
- ------------------------------------------------------------------------------
Paid in capital                                                                    $290,593,593
- ------------------------------------------------------------------------------
Accumulated net realized loss on investments                                             (5,609)
- ------------------------------------------------------------------------------     ------------
     Total Net Assets                                                              $290,587,984
- ------------------------------------------------------------------------------     ------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- ------------------------------------------------------------------------------
INSTITUTIONAL SERVICE SHARES:
- ------------------------------------------------------------------------------
$276,149,176/276,155,517 shares outstanding                                               $1.00
- ------------------------------------------------------------------------------     ------------
CASH II SHARES:
- ------------------------------------------------------------------------------
$14,438,808/14,438,076 shares outstanding                                                 $1.00
- ------------------------------------------------------------------------------     ------------
</TABLE>


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


NEW YORK MUNICIPAL CASH TRUST
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                             <C>          <C>            <C>
INVESTMENT INCOME:
- ----------------------------------------------------------------------------------------
Interest                                                                                    $13,386,966
- ----------------------------------------------------------------------------------------
EXPENSES:
- ----------------------------------------------------------------------------------------
Investment advisory fee                                                      $ 1,335,835
- -------------------------------------------------------------------------
Administrative personnel and services fee                                        252,807
- -------------------------------------------------------------------------
Custodian fees                                                                    88,001
- -------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                          53,726
- -------------------------------------------------------------------------
Directors'/Trustees' fees                                                          5,982
- -------------------------------------------------------------------------
Auditing fees                                                                     19,781
- -------------------------------------------------------------------------
Legal fees                                                                         2,827
- -------------------------------------------------------------------------
Portfolio accounting fees                                                         64,263
- -------------------------------------------------------------------------
Distribution services fee--Institutional Service Shares                          690,979
- -------------------------------------------------------------------------
Distribution services fee--Cash II Shares                                        143,918
- -------------------------------------------------------------------------
Shareholder services fee--Institutional Service Shares                           690,979
- -------------------------------------------------------------------------
Shareholder services fee--Cash II Shares                                         143,918
- -------------------------------------------------------------------------
Share registration costs                                                          19,808
- -------------------------------------------------------------------------
Printing and postage                                                              26,828
- -------------------------------------------------------------------------
Insurance premiums                                                                 8,298
- -------------------------------------------------------------------------
Miscellaneous                                                                      4,914
- -------------------------------------------------------------------------    -----------
    Total expenses                                                             3,552,864
- -------------------------------------------------------------------------
Waivers--
- -------------------------------------------------------------------------
  Waiver of investment advisory fee                             $(351,948)
- -------------------------------------------------------------
  Waiver of distribution services fee--Institutional Service
    Shares                                                       (690,979)
- -------------------------------------------------------------
  Waiver of distribution services fee--Cash II Shares            (130,887)
- -------------------------------------------------------------
  Waiver of shareholder services fee--Institutional Service
    Shares                                                       (477,927)
- -------------------------------------------------------------
  Waiver of shareholder services fee--Cash II Shares              (13,031)
- -------------------------------------------------------------   ---------
    Total waivers                                                             (1,664,772)
- -------------------------------------------------------------------------    -----------
         Net expenses                                                                         1,888,092
- ----------------------------------------------------------------------------------------    -----------
              Net investment income                                                          11,498,874
- ----------------------------------------------------------------------------------------    -----------
Net realized gain on investments                                                                 12,000
- ----------------------------------------------------------------------------------------    -----------
         Change in net assets resulting from operations                                     $11,510,874
- ----------------------------------------------------------------------------------------    -----------
</TABLE>


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


NEW YORK MUNICIPAL CASH TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    YEAR ENDED OCTOBER 31,
                                                               ---------------------------------
                                                                    1995               1994
                                                               ---------------     -------------
<S>                                                            <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
- ------------------------------------------------------------
OPERATIONS--
- ------------------------------------------------------------
Net investment income                                          $    11,498,874     $   7,881,134
- ------------------------------------------------------------   ---------------     -------------
Net realized gain (loss) on investments                                 12,000               322
- ------------------------------------------------------------   ---------------     -------------
     Change in net assets resulting from operations                 11,510,874         7,881,456
- ------------------------------------------------------------   ---------------     -------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ------------------------------------------------------------
Distributions from net investment income
- ------------------------------------------------------------
  Institutional Service Shares                                      (9,657,797)       (5,630,675)
- ------------------------------------------------------------
  Cash II Shares                                                    (1,841,077)       (2,250,459)
- ------------------------------------------------------------   ---------------     -------------
     Change in net assets resulting from distributions to
     shareholders                                                  (11,498,874)       (7,881,134)
- ------------------------------------------------------------   ---------------     -------------
SHARE TRANSACTIONS--
- ------------------------------------------------------------
Proceeds from sale of Shares                                     1,236,075,244       918,756,952
- ------------------------------------------------------------
Net asset value of Shares issued to shareholders in payment
  of distributions declared                                          3,314,165         2,705,999
- ------------------------------------------------------------
Cost of Shares redeemed                                         (1,319,444,545)     (884,074,127)
- ------------------------------------------------------------   ---------------     -------------
     Change in net assets resulting from share transactions        (80,055,136)       37,388,824
- ------------------------------------------------------------   ---------------     -------------
          Change in net assets                                     (80,043,136)       37,389,146
- ------------------------------------------------------------   ---------------     -------------
NET ASSETS:
- ------------------------------------------------------------
Beginning of period                                                370,631,120       333,241,974
- ------------------------------------------------------------   ---------------     -------------
End of period                                                  $   290,587,984     $ 370,631,120
- ------------------------------------------------------------   ---------------     -------------
</TABLE>


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


NEW YORK MUNICIPAL CASH TRUST
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------

(1) ORGANIZATION

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

(2) SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

     At October 31, 1995, the Fund, for federal tax purposes, had a capital loss
     carryforward of $5,609, which will reduce the Fund's taxable income arising
     from future net realized gain on investments, if any, to the extent
     permitted by the Code, and thus will reduce the amount of the distributions
     to shareholders which would otherwise be necessary to relieve the Fund of
     any liability for federal tax. Pursuant to the Code, such capital loss
     carryforward will expire as follows:
<TABLE>
<CAPTION>
                     EXPIRATION YEAR                    EXPIRATION AMOUNT
            ---------------------------------   ---------------------------------
            <S>                                 <C>
                          1996                               $5,609
</TABLE>


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

     CONCENTRATION OF CREDIT RISK--Since the Fund invests a substantial portion
     of its assets in issuers located in one state, it will be more susceptible
     to factors adversely affecting issuers in that


NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

     state than would be a comparable tax-exempt mutual fund that invests
     nationally. In order to reduce the credit risk associated with such
     factors, at October 31, 1995, 61% of the securities in the portfolio of
     investments are backed by letters of credit or bond insurance of various
     financial institutions and financial guaranty assurance agencies. The value
     of investments insured by or supported (backed) by a letter of credit for
     any one institution or agency do not exceed 7.6% of total investments.

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

     Additional information on each restricted security held at October 31, 1995
     is as follows:
<TABLE>
<CAPTION>
                          SECURITY                         ACQUISITION DATE     ACQUISITION COST
    ----------------------------------------------------   ----------------     ----------------
    <S>                                                    <C>                  <C>
    New York State Dormitory Authority PA-60 (Series         March 13, 1995       $  5,475,000
      1989B)
    New York State Medical Care Facilities Finance             July 5, 1995          4,625,000
      Agency
    New York State Mortgage Agency (Series PA-29)             April 3, 1995          3,700,000
    New York State Mortgage Agency (Series PA-87)              July 5, 1995          4,945,000
    New York State Mortgage Agency (Series PT-15B)             July 5, 1995          2,640,000
    VRDC/IVRC Trust (Series 1992A) New York City               July 5, 1995          5,000,000
      Municipal Water Finance Authority
    VRDC/IVRC Trust (Series 1993B) New York Metropolitan       May 19, 1995          7,000,000
      Transportation Authority
    Commonwealth of Puerto Rico, Public Improvement            May 25, 1995         10,000,000
      Refunding Bonds TOC (Series 1995b)
</TABLE>


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


NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At October 31, 1995, capital paid-in aggregated $290,593,593.
Transactions in shares were as follows:
<TABLE>
<CAPTION>
                                                                    YEAR ENDED OCTOBER 31,
                                                                -------------------------------
                INSTITUTIONAL SERVICE SHARES                        1995              1994
- -------------------------------------------------------------   -------------     -------------
<S>                                                             <C>               <C>
Shares sold                                                     1,002,966,036       548,493,561
- -------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                          1,484,402           758,005
- -------------------------------------------------------------
Shares redeemed                                                  (964,892,684)     (587,029,347)
- -------------------------------------------------------------   -------------     -------------
  Net change resulting from Institutional Service share
  transactions                                                     39,557,754       (37,777,781)
- -------------------------------------------------------------   -------------     -------------
</TABLE>

<TABLE>
<CAPTION>
                                                                    YEAR ENDED OCTOBER 31,
                                                                -------------------------------
                       CASH II SHARES                               1995              1994
- -------------------------------------------------------------   -------------     -------------
<S>                                                             <C>               <C>
Shares sold                                                       233,109,208       370,263,391
- -------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                          1,829,763         1,947,994
- -------------------------------------------------------------
Shares redeemed                                                  (354,551,861)     (297,044,780)
- -------------------------------------------------------------   -------------     -------------
  Net change resulting from Cash II share transactions           (119,612,890)       75,166,605
- -------------------------------------------------------------   -------------     -------------
     Net change resulting from share transactions                 (80,055,136)       37,388,824
- -------------------------------------------------------------   -------------     -------------
</TABLE>


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
INVESTMENT ADVISORY FEE--Federated Management, the Fund's investment adviser,
(the "Adviser"), receives for its services an annual investment advisory fee
equal to .40 of 1% of the Fund's average daily net assets. The Adviser may
voluntarily choose to waive any portion of its fee and/or reimburse certain
operating expenses of the Fund. The Adviser can modify or terminate this
voluntary waiver and/or reimbursement at any time at its sole discretion.
ADMINISTRATIVE FEE--Federated Administrative Services, under the Administrative
Services Agreement, provides the Fund with administrative personnel and
services. This fee is based on the level of average aggregate daily net assets
of all funds advised by subsidiaries of Federated Investors for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.
DISTRIBUTION SERVICES FEE--The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will
reimburse Federated Securities Corp. ("FSC"), the principal distributor, from
the net assets of the Fund to finance activities intended to result in the sale
of the Fund's Institutional Service Shares and Cash II Shares. The Plan provides
that the Fund may incur distribution expenses up to .25 of 1% of the average
daily net assets of the Institutional Service Shares and Cash II Shares,
annually, to reimburse FSC.
SHAREHOLDER SERVICE FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services("FSS"), the Fund will pay FSS up to .25 of
1% of average daily net assets of the


NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

Fund shares for the period. This fee is to obtain certain services for
shareholders and to maintain shareholder accounts. FSS may voluntarily choose to
waive a portion of its fee. FSS can modify or terminate this voluntary waiver at
any time at its sole discretion.
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES--Federated
Services Company ("FServ") serves as transfer and dividend disbursing agent for
the Fund. This fee is based on the size, type, and number of accounts and
transactions made by shareholders.
PORTFOLIO ACCOUNTING FEES--FServ maintains the Fund's accounting records for
which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.
INTERFUND TRANSACTIONS--During the period ended October 31, 1995, the Fund
engaged in purchase and sale transactions with funds that have a common
investment adviser, common Directors/Trustees, and/or common Officers. These
transactions were made at current market value pursuant to rule 17a-7 under the
Act amounting to $518,060,000 and $576,715,000 respectively.
GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.


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

To the Shareholders and Board of Trustees of

FEDERATED MUNICIPAL TRUST
(New York Municipal Cash Trust):

We have audited the accompanying statement of assets and liabilities of New York
Municipal Cash Trust (an investment portfolio of Federated Municipal Trust, a
Massachusetts business trust), including the schedule of portfolio investments,
as of October 31, 1995, the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in the
period then ended, and the financial highlights (see pages 2 and 15 of the
prospectus) for the periods presented. These financial statements and financial
highlights are the responsibility of the Trust's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits. The financial highlights for the periods ended October 31,
1993 and prior, were audited by other auditors whose report dated December 17,
1993, expressed and unqualified opinion on those financial highlights.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of New
York Municipal Cash Trust (an investment portfolio of Federated Municipal Trust)
as of October 31, 1995, the results of its operations for the year then ended,
the changes in its net assets for each of the two years in the period then
ended, and the financial highlights for the periods presented, in conformity
with generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
December 15, 1995


ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>             <C>                                       <C>
New York Municipal Cash Trust
                Cash II Shares                            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                     P.O. Box 8600
                Trust Company                             Boston, MA 02266-8600
- ----------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                P.O. Box 8600
                                                          Boston, MA 02266-8600
- ----------------------------------------------------------------------------------------------
Independent Public Accountants
                Arthur Andersen LLP                       2100 One PPG Place
                                                          Pittsburgh, PA 15222
- ----------------------------------------------------------------------------------------------
</TABLE>



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

- --------------------------------------------------------------------------------
                                      NEW YORK MUNICIPAL
                                      CASH TRUST
                                      CASH II SHARES
                                      PROSPECTUS

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

                                      Prospectus dated December 31, 1995

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      CUSIP 314229733
      G00208-02 (12/95)

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

- --------------------------------------------------------------------------------
NEW YORK MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SERVICE SHARES
PROSPECTUS

The Institutional Service Shares of New York 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 primarily in short-term New York
municipal securities, including securities of states, territories, and
possessions of the United States which are not issued by or on behalf of New
York, or its political subdivisions and financing authorities, but which provide
income exempt from federal regular income tax and personal income taxes imposed
by New York State and New York municipalities consistent with stability of
principal.

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 December 31,
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,
or a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995

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

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

FINANCIAL HIGHLIGHTS--
  INSTITUTIONAL SERVICE SHARES                                                 2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
  New York Municipal Securities                                                5
  Investment Risks                                                             6
  Non-Diversification                                                          6
  Investment Limitations                                                       7

FUND INFORMATION                                                               7
- ------------------------------------------------------

  Management of the Fund                                                       7
  Distribution of Institutional Service Shares                                 8
  Administration of the Fund                                                   9

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

HOW TO PURCHASE SHARES                                                         9
- ------------------------------------------------------

  Special Purchase Features                                                   10

HOW TO REDEEM SHARES                                                          10
- ------------------------------------------------------

  Special Redemption Features                                                 11

ACCOUNT AND SHARE INFORMATION                                                 12
- ------------------------------------------------------

TAX INFORMATION                                                               12
- ------------------------------------------------------

  Federal Income Tax                                                          12
  State and Local Tax                                                         13

OTHER CLASSES OF SHARES                                                       13
- ------------------------------------------------------

PERFORMANCE INFORMATION                                                       14
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--CASH II SHARES                                          15
- ------------------------------------------------------

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

REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                                                 31
- ------------------------------------------------------

ADDRESSES                                                                     32
- ------------------------------------------------------



SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                             <C>      <C>
                                 INSTITUTIONAL SERVICE SHARES
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)........................................              None
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price)........................................              None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)......................              None
Redemption Fee (as a percentage of amount redeemed, if applicable)...........              None
Exchange Fee.................................................................              None
                                   ANNUAL OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver) (1)............................................             0.29%
12b-1 Fee (after waiver) (2).................................................             0.00%
Total Other Expenses.........................................................             0.27%
     Shareholder Services Fee (after waiver) (3).............................    0.10%
          Total Operating Expenses (4).......................................             0.56%
</TABLE>


(1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.40%.

(2) The maximum 12b-1 fee is 0.25%.

(3) The maximum shareholder services fee is 0.25%.

(4) The total operating expenses in the table above are based on expenses
expected during the fiscal year ending October 31, 1996. The total operating
expenses were 0.54% for the fiscal year ended October 31, 1995 and would have
been 1.07% absent the voluntary waivers of a portion of the management fee, the
12b-1 fee and a portion of the shareholder services fee.

     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Service Shares of
the Fund will bear, either directly or indirectly. For more complete
descriptions of the various costs and expenses, see "Fund Information." Wire-
transferred redemptions of less than $5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
                       EXAMPLE                         1 year  3 years  5 years 10 years
- -----------------------------------------------------------------------------------------
<S>                                                   <C>     <C>      <C>      <C>
You would pay the following expenses on a $1,000
  investment, assuming (1) 5% annual return and (2)
  redemption at the end of each time period........... $    6 $    18  $    31  $    70
</TABLE>


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


NEW YORK MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 31.
<TABLE>
<CAPTION>
                                                              YEAR ENDED OCTOBER 31,
               --------------------------------------------------------------------------------------------------------------------
                  1995      1994       1993        1992        1991        1990        1989        1988        1987        1986
               --------------------   ------      ------      ------      ------      ------      ------      ------      ------
<S>            <C>       <C>       <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
NET ASSET
  VALUE,
BEGINNING OF
PERIOD         $ 1.00 $   1.00 $     1.00 $      1.00 $       1.00 $       1.00 $       1.00 $       1.00 $       1.00 $       1.00
- ---------------
INCOME FROM
  INVESTMENT
OPERATIONS
- ---------------
 Net investment
 income          0.04       0.02         0.02         0.03         0.04         0.05         0.06         0.05         0.04    0.04
- ---------------
LESS
 DISTRIBUTIONS
- ---------------
 Distributions
 from net
 investment
 income          (0.04)     (0.02)       (0.02)       (0.03)       (0.04)       (0.05)       (0.06)       (0.05)    (0.04)   (0.04)
- ---------------   ----       ----         ----         ----         ----         ----         ----         ----      ----     ----
NET ASSET
  VALUE,
END OF PERIOD  $  1.00 $     1.00 $       1.00 $       1.00 $       1.00 $       1.00 $       1.00 $     1.00 $    1.00 $     1.00
- ---------------   ----       ----         ----         ----         ----         ----         ----       ----      ----       ----
TOTAL RETURN(A)   3.56%       2.35%       2.16%        3.01%        4.59%        5.51%       5.70%       4.66%     3.90%     4.35%
- ---------------
RATIOS TO
 AVERAGE NET
 ASSETS
- ---------------
 Expenses        0.54%     0.52%       0.54%        0.57%        0.52%       0.54%       0.55%       0.51%       0.47%       0.47%
- ---------------
 Net investment
  income        3.49%     2.31%       2.14%        2.99%        4.48%        5.36%        5.56%      4.57%       3.81%       4.18%
- ---------------
 Expense
 waiver/
 reimbursement(b)       0.53%       0.13%         0.17%           --           --           --           --           --       --
- ---------------
SUPPLEMENTAL
 DATA
- ---------------
 Net assets,
 end of period
 (000 omitted)   $276,149  $236,580   $274,357    $164,492   $191,616    $197,213    $245,542    $212,786     $141,040    $183,941
- ---------------
</TABLE>


(a) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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



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 shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Institutional Service Shares and Cash
II Shares. This prospectus relates only to Institutional Service Shares of the
Fund, which are designed primarily for banks and other institutions that hold
assets for individuals, trusts, estates, or partnerships, as a convenient means
of accumulating an interest in a professionally managed, non-diversified
portfolio investing primarily in short-term New York municipal securities. The
Fund may not be a suitable investment for retirement plans or for non-New York
taxpayers because it invests in municipal securities of that state. A minimum
initial investment of $25,000 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, the personal income taxes imposed by New York State and New
York municipalities consistent with stability of principal. 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 complying with the various requirements of Rule 2a-7 under the
Investment Company Act of 1940 which regulates money market funds and by
following the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of New
York 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 the personal income taxes imposed by New York
State and New York municipalities or so that at least 80% of its net assets is
invested in obligations, the interest income from which is exempt from federal
regular income tax and the personal income taxes imposed by New York State and
New York municipalities. (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 New York 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, the personal income taxes
imposed by New York State and New York municipalities, and New York State income
tax imposed upon non-corporate taxpayers ("New York Municipal Securities").
Examples of New York Municipal Securities include, but are not limited to:

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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in New York
     Municipal Securities from financial institutions such as commercial and
     investment banks, savings 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 New York 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. Lease obligations may be subject to periodic appropriation.
     Municipal leases are subject to certain specific risks in the event of
     default or failure of appropriation.

CREDIT ENHANCEMENT.  Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.

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

DEMAND FEATURES.  The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued


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

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, all of comparable quality
to other securities in which the Fund invests, such as: obligations issued by or
on behalf of municipal or corporate issuers; 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 New York
Municipal Securities is subject to the federal alternative minimum tax.

NEW YORK MUNICIPAL SECURITIES

New York 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.


New York 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 New York 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 New York 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 New York 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 New York
Municipal Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in New York 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
New York 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 New York 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 up to 10% of the value of total assets to secure such
borrowings. These investment limitations cannot be changed without shareholder
approval.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES.  The Fund 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 .40 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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being pur-


chased or sold, or being considered for purchase or sale, by the Fund; prohibit
purchasing securities in initial public offerings; and prohibit taking profits
on securities held for less than sixty days. Violations of the codes are subject
to review by the Trustees, and could result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES

Federated Securities Corp. is the principal distributor for Institutional
Service 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.

State securities laws may require certain financial institutions such as
depository institutions to register as dealers.

DISTRIBUTION PLAN AND SHAREHOLDER SERVICES.  Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the distributor may be paid a fee in an amount computed at an annual rate of .25
of 1% of the average daily net asset value of Institutional Service Shares to
finance any activity which is principally intended to result in the sale of
shares subject to the Distribution Plan. The Fund does not currently make
payments to the distributor or charge a fee under the Distribution Plan and
shareholders will be notified if the Fund intends to charge a fee under the
Distribution Plan. The distributor may select financial institutions such as
banks, fiduciaries, custodians for public funds, investment advisers, and
broker/dealers to provide services or distribution-related support services as
agents for their clients or customers.

The Distribution Plan is a compensation-type plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amounts or may earn a profit from future payments made by the Fund
under the Distribution Plan.

In addition, the Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up .25 of 1% of the average daily net asset value of
Institutional Service Shares to obtain certain personal services for
shareholders and for the maintenance of shareholder accounts. Federated
Shareholders Services will either perform shareholder services directly or will
select financial institutions to perform shareholder services. Financial
institutions will receive fees based upon shares owned by their clients or
customers. The schedules of such fees and the basis upon which such fees will be
paid will be determined from time to time by the Fund and Federated Shareholder
Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS.  With respect to Institutional
Service Shares, in addition to payments made pursuant to the Distribution Plan
and Shareholder Services Agreement, Federated Securities Corp. and Federated
Shareholder Services, from their own assets, may pay financial institutions
supplemental fees for the performance of substantial sales services,
distribution-related support services, or shareholder services. The support may
include sponsoring sales, educational and training seminars for their employees,
providing sales literature, and engineering computer software programs that
emphasize the attributes of the Fund. Such assistance will be predicated upon
the amount of shares the financial institution sells or may sell, and/or upon
the type and nature of sales or marketing support furnished by the financial
institution. Any payments made by the distributor may be reimbursed by the
Fund's investment adviser or its affiliates.


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


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

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

The Fund attempts to stabilize the net asset value of Institutional Service
Shares at $1.00 by valuing the portfolio securities using the amortized cost
method. The net asset value per share is determined by subtracting liabilities
attributable to shares from the value of Fund assets attributable to shares, 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, 3:00 p.m. (Eastern time), and
as of the close of trading (normally 4:00 p.m., Eastern time) on the New York
Stock Exchange, Monday through Friday, except on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days which the New York Stock Exchange
is open for business. Shares may be purchased as described below, either 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 $25,000 within a
90-day period. 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 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 purchase
shares through a financial institution which has a sales agreement with the
distributor. Orders 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.  Shares may be purchased by wire by calling the Fund
before 3:00 p.m. (Eastern time). The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) in
order to begin earning dividends 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: New York Municipal Cash Trust,
Institutional Service Shares; 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. Questions on
wire purchases should be directed to your shareholder services representative at
the telephone number listed on your account statement.

PURCHASING SHARES BY CHECK.  Shares may be purchased by sending a check to:
Federated Services Company, P.O. Box 8600, Boston, MA 02266-8600. The check
should be made payable to New York Municipal Cash Trust--Institutional Service
Shares. 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 an Automated Clearing
House ("ACH") member and invested in Fund shares. Shareholders should contact
their financial institution 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 dividend. Proceeds from
redemption requests received after that time include that day's dividend but
will be wired the following business day. Proceeds from redemption requests
received on holidays when wire transfers are restricted will be wired the
following business day. Questions about telephone redemptions on days


when wire transfers are restricted should be directed to your shareholder
services representative at the telephone number listed on your account
statement. Under limited circumstances, arrangements may be made with the
distributor for same-day payment of proceeds, without that day's dividend, for
redemption requests received before 2 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 to: Federated Services Company, P.O. Box 8600, Boston, MA
02266-8600. If share certificates have been issued, they should be sent
unendorsed with the written request by registered or certified mail to the
address noted above.

The written request should state: the Fund name and the class designation; 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. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the 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 association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm 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. The check writing service allows
shareholders to receive the daily dividend declared on the shares to be redeemed
until the check is presented to UMB Bank, N.A., the bank responsible for
administering the check writing program, for payment. However, checks should
never be made payable or sent to UMB Bank, N.A. or the Fund to redeem shares,
and a check may not be written to close an account.

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 $25,000, 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
institutions or the Fund.


ACCOUNT AND SHARE 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 all
transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES.  Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account balance falls below a required minimum value of
$25,000 due to shareholder redemptions. Before shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to purchase
additional shares to meet the minimum requirement.

VOTING RIGHTS.  Each shareholder has one vote in Trustee elections and other
matters submitted to shareholders for vote. All shares of all classes of each
portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. 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 election of Trustees under certain
circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

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

FEDERAL INCOME TAX

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

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

Shareholders are not required to pay the federal regular income tax on any
dividends received from the Fund that represent net interest on tax-exempt
municipal bonds. However, under the Tax Reform Act of 1986, dividends
representing net interest earned on 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 New
York. Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.

NEW YORK TAXES.  Under existing New York laws, distributions made by the Fund
will not be subject to New York State or New York City personal income taxes to
the extent that such distributions qualify as exempt-interest dividends the
Internal Revenue Code, and represent interest income attributable to obligations
issued of the State of New York and its political subdivisions as well as
certain other obligations, the interest on which is exempt from New York State
and New York City personal income taxes, such as, for example, certain
obligations of the Commonwealth of Puerto Rico. Conversely, to the extent that
distributions made by the Fund are derived from other types of obligations, such
distributions will be subject to New York State and New York City personal
income taxes.

The Fund cannot predict in advance the exact portion of its dividends that will
be exempt from New York State and New York City personal income taxes. However,
the Fund will report to shareholders at least annually what percentage of the
dividends it actually paid is exempt from such taxes.

Dividends paid by the Fund are exempt from the New York City unincorporated
business taxes to the same extent that they are exempt from the New York City
personal income taxes.

Dividends paid by the Fund are not excluded from net income in determining New
York State or New York City franchise taxes on corporations or financial
institutions.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund also offers another class of shares called Cash II Shares that are sold
primarily to certain customers of financial institutions which would include
corporations and municipalities, as well as larger individual accounts, seeking
a high level of cash management services. Cash II Shares are sold at net asset
value and are subject to a Rule 12b-1 Plan and a Shareholder Services Agreement.
Investments in Cash II Shares are subject to a minimum initial investment of
$25,000 within a 90-day period.

Institutional Service Shares and Cash II Shares are subject to certain of the
same expenses. Expense differences, however, between Institutional Service
Shares and Cash II Shares may affect the performance of each class.

To obtain more information and a prospectus for Cash II Shares, investors may
call 1-800-235-4669.


PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
From time to time, the Fund advertises its total return, yield, effective yield,
and tax-equivalent yield for shares. The performance figures will be calculated
separately for each class of shares.

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 shares' tax-exempt yield, assuming a specific tax rate.

Total return represents the change, over a specified period of time, in the
value of an investment in the shares 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 the
Fund's performance to certain indices.


NEW YORK MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS--CASH II SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 31.
<TABLE>
<CAPTION>
                                                           YEAR ENDED OCTOBER 31,
                                             ---------------------------------------------------
                                              1995       1994      1993**      1992      1991(A)
                                             ------     ------     ------     ------     -------
<S>                                          <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD         $ 1.00     $ 1.00     $1.00      $ 1.00     $ 1.00
- ------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------
  Net investment income                        0.03       0.02      0.02        0.03       0.02
- ------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------
  Distributions from net investment income    (0.03)     (0.02)    (0.02 )     (0.03)     (0.02 )
- ------------------------------------------   ------     ------     -----      ------     ------
NET ASSET VALUE, END OF PERIOD               $ 1.00     $ 1.00     $1.00      $ 1.00     $ 1.00
- ------------------------------------------   ------     ------     -----      ------     ------
TOTAL RETURN (B)                               3.37%      2.15%     1.98 %      2.86%      2.20 %
- ------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------
  Expenses                                     0.71%      0.71%     0.71 %      0.73%      0.46 %*
- ------------------------------------------
  Net investment income                        3.20%      2.19%     1.96 %      2.46%      4.08 %*
- ------------------------------------------
  Expense waiver/reimbursement(c)              0.36%      0.21%     0.17 %        --         --
- ------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------
  Net assets, end of period (000 omitted)    $14,439    $134,051   $58,884    $4,641        $56
- ------------------------------------------
</TABLE>


 * Computed on an annualized basis.

** Prior to November 9, 1992, the Fund provided three classes of shares.

(a) Reflects operations for the period from April 25, 1991 (date of initial
     public investment) to October 31, 1991.

(b) Based on net asset value, which does not reflect the sales charge or
     contingent deferred sales charge, if applicable.

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

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


NEW YORK MUNICIPAL CASH TRUST

PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                  CREDIT
    AMOUNT                                                                 RATING*        VALUE
- ------------       -----------------------------------------------------   --------    ------------
<C>          <C>   <S>                                                     <C>         <C>
SHORT-TERM MUNICIPAL SECURITIES--99.2%
- ------------------------------------------------------------------------
                   NEW YORK--95.8%
                   -----------------------------------------------------
$  4,525,000       Albany City School District, NY, (Series 1995), 4.75%
                   BANs, 5/3/1996                                             NR(3)    $  4,533,714
                   -----------------------------------------------------
   2,500,000       Albany, NY IDA, (Series 1995) Weekly VRDNs
                   (Davies Office Refurbishing, Inc. Project)/
                   (Marine Midland Bank N.A., Buffalo, NY LOC)                 P-2        2,500,000
                   -----------------------------------------------------
   1,000,000       Babylon, NY IDA, (1994 Series) Weekly VRDNs (J.
                   D'Addario & Company, Inc. Project)/
                   (National Westminster Bank, PLC, London LOC)              VMIG1        1,000,000
                   -----------------------------------------------------
   3,246,000       Beacon, NY, 4.00% BANs, 8/16/1996                          NR(3)       3,246,855
                   -----------------------------------------------------
   6,000,000       Brentwood Union Free School District, NY, 4.375%
                   TANs, 6/28/1996                                            NR(3)       6,010,366
                   -----------------------------------------------------
   5,000,000       Brentwood Union Free School District, NY, 4.50% TANs,
                   6/28/1996                                                  NR(3)       5,012,605
                   -----------------------------------------------------
   3,600,000       Broome County, NY, (Series 1995), 4.75% BANs,
                   4/19/1996                                                  NR(3)       3,607,210
                   -----------------------------------------------------
   3,300,000       Chautauqua County, NY IDA Weekly VRDNs (Cliffstar
                   Corp.)/(Society National Bank, Cleveland, OH LOC)           P-1        3,300,000
                   -----------------------------------------------------
   3,900,000       Chautauqua County, NY IDA Weekly VRDNs (Mogen David
                   Wine Corp.)/(Wells Fargo Bank, N.A. LOC)                    P-1        3,900,000
                   -----------------------------------------------------
   3,000,000       Chautauqua County, NY, (Series 1995), 5.50% TANs,
                   12/21/1995                                                 NR(3)       3,001,530
                   -----------------------------------------------------
   1,140,000       Colonie, NY IDA Weekly VRDNs (Herbert S. Ellis)/
                   (Marine Midland Bank N.A., Buffalo, NY LOC)                 P-2        1,140,000
                   -----------------------------------------------------
     820,000       Colonie, NY IDA, (Series 1988) Weekly VRDNs (13 Green
                   M-1 Drive Project)/(Marine Midland Bank N.A.,
                   Buffalo, NY LOC)                                            P-2          820,000
                   -----------------------------------------------------
   5,000,000       Erie County, NY IDA, IDRB (Series 1994) Weekly VRDNs
                   (Servotronics, Inc. Project)/(Fleet Bank of New York
                   LOC)                                                        P-1        5,000,000
                   -----------------------------------------------------
</TABLE>



NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                  CREDIT
    AMOUNT                                                                 RATING*        VALUE
- ------------       -----------------------------------------------------   --------    ------------
<C>          <C>   <S>                                                     <C>         <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                   NEW YORK--CONTINUED
                   -----------------------------------------------------
$  1,800,000       Franklin County, NY IDA, (Series 1991A) Weekly VRDNs
                   (KES Chateaugay)/(Bank of Tokyo Ltd., Tokyo LOC)            A-1     $  1,800,000
                   -----------------------------------------------------
   1,500,000       Guilderland, NY IDA, (Series 1993A) Weekly VRDNs
                   (Northeastern Industrial Park, Inc.)/(Chemical Bank,
                   New York LOC)                                               P-1        1,500,000
                   -----------------------------------------------------
   5,140,000       Hempstead Union Free School District, NY, 4.50% TANs,
                   6/28/1996                                                  NR(3)       5,160,103
                   -----------------------------------------------------
   4,000,000       Hempstead, NY, (Series 1995A), 5.50% BANs, 3/1/1996       VMIG1        4,009,720
                   -----------------------------------------------------
   4,760,000       Herkimer County, NY IDA, 1994 IDRB Weekly VRDNs
                   (Granny's Kitchen)/(Bank of New York, New York LOC)         A-1        4,760,000
                   -----------------------------------------------------
   3,500,000       Hudson Falls, NY Central School District, 3.82% BANs,
                   6/28/1996                                                  NR(3)       3,500,421
                   -----------------------------------------------------
   3,700,000       Levittown Union Free School District, NY, 4.125%
                   BANs, 10/25/1996                                             NR        3,706,077
                   -----------------------------------------------------
   1,000,000       Levittown Union Free School District, NY, 4.50% BANs,
                   10/25/1996                                                   NR        1,005,183
                   -----------------------------------------------------
     927,000       Liverpool Central School District, NY, 3.90% BANs,
                   6/19/1996                                                  NR(3)         927,839
                   -----------------------------------------------------
   3,770,000       Lockport, NY, 4.17% BANs, 5/30/1996                        NR(3)       3,771,464
                   -----------------------------------------------------
   4,200,000       Longwood Central School District, NY, 4.50% TANs,
                   6/26/1996                                                    NR        4,211,814
                   -----------------------------------------------------
   2,120,000       Madison County, NY IDA, (Series 1989A) Weekly VRDNs
                   (Madison, NY Upstate Metals)/(Fleet Bank of New York
                   LOC)                                                        A-1        2,120,000
                   -----------------------------------------------------
  15,000,000       Marine Midland, NY, Premium Tax-Exempt Bond & Loan
                   Trust Weekly VRDNs (Marine Midland New York
                   Trust)/(Marine Midland Bank N.A., Buffalo, NY LOC)          P-1       15,000,000
                   -----------------------------------------------------
   1,002,814       Nassau County, NY IDA Weekly VRDNs (D.L. Blair
                   Corp.)/(Dai-Ichi Kangyo Bank Ltd., Tokyo LOC)               P-1        1,002,814
                   -----------------------------------------------------
  10,000,000       Nassau County, NY, (Series 1995A), 4.50% TANs,
                   3/15/1996                                                 SP-1+       10,021,790
                   -----------------------------------------------------
</TABLE>



NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                  CREDIT
    AMOUNT                                                                 RATING*        VALUE
- ------------       -----------------------------------------------------   --------    ------------
<C>          <C>   <S>                                                     <C>         <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                   NEW YORK--CONTINUED
                   -----------------------------------------------------
$  4,000,000       New York City Municipal Water Finance Authority,
                   (Series 4), 3.75% CP (Credit Suisse, Zurich LOC),
                   Mandatory Tender 1/23/1996                                 A-1+     $  4,000,000
                   -----------------------------------------------------
     283,334       New York City, NY IDA Weekly VRDNs (David Rosen
                   Bakers Supply)/(Dai-Ichi Kangyo Bank Ltd., Tokyo LOC)       P-1          283,334
                   -----------------------------------------------------
     466,668       New York City, NY IDA Weekly VRDNs (Lomar Development
                   Corp.)/(Dai-Ichi Kangyo Bank Ltd., Tokyo LOC)               P-1          466,668
                   -----------------------------------------------------
      81,265       New York City, NY IDA Weekly VRDNs (MLN
                   Associates)/(Dai-Ichi Kangyo Bank Ltd., Tokyo LOC)          P-1           81,265
                   -----------------------------------------------------
   3,300,000       New York City, NY IDA Weekly VRDNs (Mindel
                   Associates)/(Chemical Bank, New York LOC)                   A-1        3,300,000
                   -----------------------------------------------------
   1,900,000       New York City, NY IDA, Special Facility Revenue Bonds
                   (Series 1990) Weekly VRDNs (Air France)/(Societe
                   Generale, Paris LOC)                                       A-1+        1,900,000
                   -----------------------------------------------------
   5,000,000       New York State Dormitory Authority, (Series 1989B),
                   3.60% CP (Sloan-Kettering Memorial Cancer Center)/
                   (Chemical Bank, New York LOC), Mandatory Tender
                   11/17/1995                                                  P-1        5,000,000
                   -----------------------------------------------------
   5,475,000    (a) New York State Dormitory Authority, PA-60 (Series
                   1993) Weekly VRDNs (Rochester General Hospital)/(FHA
                   INS)/(Merrill Lynch Capital Services, Inc. LIQ)            A-1+        5,475,000
                   -----------------------------------------------------
   2,700,000       New York State Energy Research & Development
                   Authority Weekly VRDNs (Long Island Lighting
                   Co.)/(Toronto-Dominion Bank LOC)                          VMIG1        2,700,000
                   -----------------------------------------------------
   3,285,000       New York State Energy Research & Development
                   Authority, (Series 1985), 4.40% TOBs (Rochester Gas &
                   Electric Corp)/(Credit Suisse, Zurich LOC), Optional
                   Tender 11/15/1995                                          A-1+        3,285,000
                   -----------------------------------------------------
   2,000,000       New York State Energy Research & Development
                   Authority, (Series 1985A), 4.70% TOBs (Long Island
                   Lighting Co.)/(Deutsche Bank, AG LOC), Mandatory
                   Tender 3/1/1996                                            A-1+        2,000,000
                   -----------------------------------------------------
</TABLE>



NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                  CREDIT
    AMOUNT                                                                 RATING*        VALUE
- ------------       -----------------------------------------------------   --------    ------------
<C>          <C>   <S>                                                     <C>         <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                   NEW YORK--CONTINUED
                   -----------------------------------------------------
$  3,000,000       New York State Energy Research & Development
                   Authority, (Series 1993A) Weekly VRDNs (Long Island
                   Lighting Co.)/(Toronto-Dominion Bank LOC)                 VMIG1     $  3,000,000
                   -----------------------------------------------------
   2,000,000       New York State Energy Research & Development
                   Authority, 4.65% TOBs (New York State Electric and
                   Gas Corp.)/(J.P. Morgan Delaware, Wilmington LOC),
                   Optional Tender 3/15/1996                                  A-1+        2,000,000
                   -----------------------------------------------------
   2,500,000       New York State HFA Weekly VRDNs (Special Surgery
                   Hospital)/(Chemical Bank, New York LOC)                   VMIG1        2,500,000
                   -----------------------------------------------------
   4,000,000       New York State HFA, Housing Revenue Bonds (1985
                   Series A) Weekly VRDNs (Liberty View Apartments)/
                   (Chemical Bank, New York LOC)                               A-1        4,000,000
                   -----------------------------------------------------
   1,290,000       New York State Job Development Authority Weekly VRDNs
                   (Sumitomo Bank Ltd., Osaka LOC)                           VMIG1        1,290,000
                   -----------------------------------------------------
   1,590,000       New York State Job Development Authority Weekly VRDNs
                   (Sumitomo Bank Ltd., Osaka LOC)                           VMIG1        1,590,000
                   -----------------------------------------------------
   4,625,000    (a) New York State Medical Care Facilities Finance
                   Agency, Hospital & Nursing Home Mortgage Revenue
                   Bonds (1994 Series C) Weekly VRDNs (FHA INS)/(Merrill
                   Lynch Capital Services, Inc. LIQ)                          A-1+        4,625,000
                   -----------------------------------------------------
   3,700,000    (a) New York State Mortgage Agency, (Series PA-29) Weekly
                   VRDNs (Merrill Lynch Capital Services, Inc. LIQ)          VMIG1        3,700,000
                   -----------------------------------------------------
   4,945,000    (a) New York State Mortgage Agency, Homeowner Mortgage
                   Revenue Bonds (PA-87) Weekly VRDNs (Merrill Lynch
                   Capital Services, Inc. LIQ)                               VMIG1        4,945,000
                   -----------------------------------------------------
   2,640,000    (a) New York State Mortgage Agency, Homeowner Mortgage
                   Revenue Bonds (Series PT-15B) Weekly VRDNs (Dai-Ichi
                   Kangyo Bank Ltd., Tokyo LIQ)                              VMIG1        2,640,000
                   -----------------------------------------------------
   6,500,000       Niagara County, NY IDA Weekly VRDNs (Allegheny Ludlum
                   Corp.)/(PNC Bank, N.A. LOC)                                 A-1        6,500,000
                   -----------------------------------------------------
</TABLE>



NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                  CREDIT
    AMOUNT                                                                 RATING*        VALUE
- ------------       -----------------------------------------------------   --------    ------------
<C>          <C>   <S>                                                     <C>         <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                   NEW YORK--CONTINUED
                   -----------------------------------------------------
$  6,000,000       Niagara County, NY IDA, Solid Waste Disposal Facility
                   Revenue Bonds (Series 1994B), 4.00% CP (American Ref-
                   Fuel Company)/(Air Products & Chemicals, Inc. and
                   Browning-Ferris Industries, Inc. GTDs), Mandatory
                   Tender 12/8/1995                                            A-1     $  6,000,000
                   -----------------------------------------------------
   9,900,000       Niagara County, NY IDA, Solid Waste Disposal Facility
                   Revenue Bonds (Series 1994C), 3.90% CP (American
                   Ref-Fuel Company)/(Air Products & Chemicals, Inc. and
                   Browning-Ferris Industries, Inc. GTDs), Mandatory
                   Tender 2/13/1996                                            A-1        9,900,000
                   -----------------------------------------------------
   6,000,000       Niagara County, NY IDA, Solid Waste Disposal Facility
                   Revenue Bonds (Series 1994C), 4.00% CP (American
                   Ref-Fuel Company)/(Air Products & Chemicals, Inc. and
                   Browning-Ferris Industries, Inc. GTDs), Mandatory
                   Tender 1/11/1996                                            A-1        6,000,000
                   -----------------------------------------------------
   1,010,000       North Hempstead, NY, (1995 Series B), 4.75% BANs,
                   4/25/1996                                                  NR(3)       1,012,093
                   -----------------------------------------------------
     820,000       Onondaga County, NY IDA Weekly VRDNs (Beverage
                   Corp.)/(Marine Midland Bank N.A., Buffalo, NY LOC)          P-2          820,000
                   -----------------------------------------------------
   1,075,000       Onondaga County, NY IDA, (Series 1987) Weekly VRDNs
                   (Southern Container Corp.)/(Chemical Bank, New York
                   LOC)                                                      VMIG1        1,075,000
                   -----------------------------------------------------
   1,725,000       Onondaga County, NY Weekly VRDNs (Grainger (W.W.),
                   Inc.)                                                      A-1+        1,725,000
                   -----------------------------------------------------
   1,500,000       Ontario, NY IDA Weekly VRDNs (Hillcrest
                   Enterprises/Buckeye Corrugated)/(National City Bank,
                   Cleveland, OH LOC)                                          P-1        1,500,000
                   -----------------------------------------------------
   5,700,000       Oswego County, NY IDA Weekly VRDNs (Copperweld
                   Corp.)/(Credit Lyonnais, North America LOC)                 P-1        5,700,000
                   -----------------------------------------------------
   1,525,000       Perry Central School District, NY, 4.125% BANs,
                   6/21/1996                                                  NR(3)       1,528,971
                   -----------------------------------------------------
  15,000,000       Port Authority of New York and New Jersey Weekly
                   VRDNs                                                      A-1+       15,000,000
                   -----------------------------------------------------
  15,000,000       Port Authority of New York and New Jersey Weekly
                   VRDNs                                                      A-1+       15,000,000
                   -----------------------------------------------------
</TABLE>



NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                  CREDIT
    AMOUNT                                                                 RATING*        VALUE
- ------------       -----------------------------------------------------   --------    ------------
<C>          <C>   <S>                                                     <C>         <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                   NEW YORK--CONTINUED
                   -----------------------------------------------------
$  1,000,000       Port Authority of New York and New Jersey, (Series 3)
                   Weekly VRDNs (KIAC Partners)/(Deutsche Bank, AG LOC)        P-1     $  1,000,000
                   -----------------------------------------------------
   1,000,000       Rotterdam, NY IDA, (Series 1993A) Weekly VRDNs
                   (Rotterdam Industrial Park)/(Chemical Bank, New York
                   LOC)                                                        P-1        1,000,000
                   -----------------------------------------------------
   4,000,000       Saranac Central School District, NY, 4.50% BANs,
                   6/28/1996                                                  NR(2)       4,016,394
                   -----------------------------------------------------
     650,817       Schenectady, NY IDA Weekly VRDNs (McClellan Street
                   Associates)/(Ford Motor Credit Corp. 1994-A LIQ)/
                   (Dai-Ichi Kangyo Bank Ltd., Tokyo LOC)                      P-1          650,817
                   -----------------------------------------------------
   3,000,000       Suffolk County, NY IDA Weekly VRDNs (C & J Realty
                   Corp.)/(Ford Motor Credit Corp. 1994-A LIQ)/(Dai-Ichi
                   Kangyo Bank Ltd., Tokyo LOC)                                P-1        3,000,000
                   -----------------------------------------------------
     509,167       Suffolk County, NY IDA Weekly VRDNs (CS Property/
                   Tara Toy, Inc.)/(Ford Motor Credit Corp. 1994-A
                   LIQ)/(Dai-Ichi Kangyo Bank Ltd., Tokyo LOC)                 P-1          509,167
                   -----------------------------------------------------
     432,000       Suffolk County, NY IDA Weekly VRDNs (D.A.
                   Yaron)/(Ford Motor Credit Corp. 1994-A LIQ)/(Dai-Ichi
                   Kangyo Bank Ltd., Tokyo LOC)                                P-1          432,000
                   -----------------------------------------------------
   1,050,000       Suffolk County, NY IDA Weekly VRDNs (Poly Research
                   Corp.)/(Marine Midland Bank N.A., Buffalo, NY LOC)          P-2        1,050,000
                   -----------------------------------------------------
   1,800,000       Suffolk County, NY IDA, 5.6875% TOBs (Grainger
                   (W.W.), Inc.), Optional Tender 12/1/1995                    P-1        1,800,000
                   -----------------------------------------------------
   5,000,000    (a) VRDC/IVRC Trust, (Series 1992A) Weekly VRDNs (New
                   York City Municipal Water Finance Authority)/(MBIA
                   Insurance Corporation INS)/(HongKong & Shanghai
                   Banking Corp. LIQ)                                          A-1        5,000,000
                   -----------------------------------------------------
   7,000,000    (a) VRDC/IVRC Trust, (Series 1993B) Weekly VRDNs (New
                   York Metropolitan Transportation Authority)/(AMBAC
                   INS)/(HongKong & Shanghai Banking Corp. LIQ)                A-1        7,000,000
                   -----------------------------------------------------
   7,500,000       Walden Village, NY IDA, IDRB (Series 1994) Weekly
                   VRDNs (Spence Engineering Co.)/(First Union National
                   Bank, Charlotte, N.C. LOC)                                  P-1        7,500,000
                   -----------------------------------------------------
</TABLE>



NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                  CREDIT
    AMOUNT                                                                 RATING*        VALUE
- ------------       -----------------------------------------------------   --------    ------------
<C>          <C>   <S>                                                     <C>         <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
                   NEW YORK--CONTINUED
                   -----------------------------------------------------
$  5,685,000       Warren & Washington Counties, NY IDA Weekly VRDNs
                   (Sandy Hill Corp.)/(First Union National Bank,
                   Charlotte, N.C. LOC)                                        A-1     $  5,685,000
                   -----------------------------------------------------
   1,415,000       Yates County, NY IDA, (Series 1992A) Weekly VRDNs
                   (Clearplass Container)/(Fleet Bank of New York LOC)         A-1        1,415,000
                   -----------------------------------------------------
   2,300,000       Yonkers, NY IDA, (Series 1992A) Weekly VRDNs
                   (Consumers Union Facility)/(Industrial Bank of Japan
                   Ltd., Tokyo LOC)                                          VMIG1        2,300,000
                   -----------------------------------------------------               ------------
                   TOTAL                                                                278,470,214
                   -----------------------------------------------------               ------------
                   PUERTO RICO--3.4%
                   -----------------------------------------------------
  10,000,000    (a) Commonwealth of Puerto Rico, Public Improvement
                   Refunding Bonds TOC (Series 1995B) Weekly VRDNs (MBIA
                   Insurance Corporation INS)/(Dai-Ichi Kangyo Bank
                   Ltd., Tokyo LIQ)                                            A-1       10,000,000
                   -----------------------------------------------------               ------------
                   TOTAL INVESTMENTS, AT AMORTIZED COST(B)                             $288,470,214
                   -----------------------------------------------------               ------------
</TABLE>


Securities that are subject to Alternative Minimum Tax represent 34% of the
portfolio as calculated based upon total portfolio market value.

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

(a) Denotes a restricted security which is subject to restrictions on resale
    under Federal Securities laws. These securities have been determined to be
    liquid under criteria established by the Board of Trustees. At the end of
    the period, these securities amounted to ($43,385,000) which represents 15%
    of net assets.

(b) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($290,587,984) at October 31, 1995.


NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronym(s) are used throughout this portfolio:
<TABLE>
<S>     <C>
AMBAC   -- American Municipal Bond Assurance Corporation
BANs    -- Bond Anticipation Notes
CP      -- Commercial Paper
FHA     -- Federal Housing Administration
GTDs    -- Guarantees
HFA     -- Housing Finance Authority
IDA     -- Industrial Development Authority
IDRB    -- Industrial Development Revenue Bond
INS     -- Insured
LIQ     -- Liquidity Agreement
LOC     -- Letter of Credit
MBIA    -- Municipal Bond Investors Assurance
PLC     -- Public Limited Company
TANs    -- Tax Anticipation Notes
TOBs    -- Tender Option Bonds
TOC     -- Tender Option Certificate
VRDNs   -- Variable Rate Demand Notes
</TABLE>


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


NEW YORK MUNICIPAL CASH TRUST

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                   <C>          <C>
ASSETS:
- ------------------------------------------------------------------------------
Total investments in securities, at amortized cost and value                       $288,470,214
- ------------------------------------------------------------------------------
Cash                                                                                    388,388
- ------------------------------------------------------------------------------
Income receivable                                                                     2,534,760
- ------------------------------------------------------------------------------
Receivable for shares sold                                                                  266
- ------------------------------------------------------------------------------     ------------
     Total assets                                                                   291,393,628
- ------------------------------------------------------------------------------
LIABILITIES:
- ------------------------------------------------------------------------------
Payable for shares redeemed                                           $183,571
- -------------------------------------------------------------------
Income distribution payable                                            585,672
- -------------------------------------------------------------------
Accrued expenses                                                        36,401
- -------------------------------------------------------------------   --------
     Total liabilities                                                                  805,644
- ------------------------------------------------------------------------------     ------------
NET ASSETS for 290,593,593 shares outstanding                                      $290,587,984
- ------------------------------------------------------------------------------     ------------
NET ASSETS CONSIST OF:
- ------------------------------------------------------------------------------
Paid in capital                                                                    $290,593,593
- ------------------------------------------------------------------------------
Accumulated net realized loss on investments                                             (5,609)
- ------------------------------------------------------------------------------     ------------
     Total Net Assets                                                              $290,587,984
- ------------------------------------------------------------------------------     ------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- ------------------------------------------------------------------------------
INSTITUTIONAL SERVICE SHARES:
- ------------------------------------------------------------------------------
$276,149,176/276,155,517 shares outstanding                                               $1.00
- ------------------------------------------------------------------------------     ------------
CASH II SHARES:
- ------------------------------------------------------------------------------
$14,438,808/14,438,076 shares outstanding                                                 $1.00
- ------------------------------------------------------------------------------     ------------
</TABLE>


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


NEW YORK MUNICIPAL CASH TRUST
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                             <C>          <C>            <C>
INVESTMENT INCOME:
- ----------------------------------------------------------------------------------------
Interest                                                                                    $13,386,966
- ----------------------------------------------------------------------------------------
EXPENSES:
- -------------------------------------------------------------------------
Investment advisory fee                                                      $ 1,335,835
- -------------------------------------------------------------------------
Administrative personnel and services fee                                        252,807
- -------------------------------------------------------------------------
Custodian fees                                                                    88,001
- -------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                          53,726
- -------------------------------------------------------------------------
Directors'/Trustees' fees                                                          5,982
- -------------------------------------------------------------------------
Auditing fees                                                                     19,781
- -------------------------------------------------------------------------
Legal fees                                                                         2,827
- -------------------------------------------------------------------------
Portfolio accounting fees                                                         64,263
- -------------------------------------------------------------------------
Distribution services fee--Institutional Service Shares                          690,979
- -------------------------------------------------------------------------
Distribution services fee--Cash II Shares                                        143,918
- -------------------------------------------------------------------------
Shareholder services fee--Institutional Service Shares                           690,979
- -------------------------------------------------------------------------
Shareholder services fee--Cash II Shares                                         143,918
- -------------------------------------------------------------------------
Share registration costs                                                          19,808
- -------------------------------------------------------------------------
Printing and postage                                                              26,828
- -------------------------------------------------------------------------
Insurance premiums                                                                 8,298
- -------------------------------------------------------------------------
Miscellaneous                                                                      4,914
- -------------------------------------------------------------------------    -----------
    Total expenses                                                             3,552,864
- -------------------------------------------------------------------------
Waivers--
- -------------------------------------------------------------------------
  Waiver of investment advisory fee                             $(351,948)
- -------------------------------------------------------------
  Waiver of distribution services fee--Institutional Service
    Shares                                                       (690,979)
- -------------------------------------------------------------
  Waiver of distribution services fee--Cash II Shares            (130,887)
- -------------------------------------------------------------
  Waiver of shareholder services fee--Institutional Service
    Shares                                                       (477,927)
- -------------------------------------------------------------
  Waiver of shareholder services fee--Cash II Shares              (13,031)
- -------------------------------------------------------------   ---------
    Total waivers                                                             (1,664,772)
- -------------------------------------------------------------------------    -----------
         Net expenses                                                                         1,888,092
- ----------------------------------------------------------------------------------------    -----------
              Net investment income                                                          11,498,874
- ----------------------------------------------------------------------------------------    -----------
Net realized gain on investments                                                                 12,000
- ----------------------------------------------------------------------------------------    -----------
         Change in net assets resulting from operations                                     $11,510,874
- ----------------------------------------------------------------------------------------    -----------
</TABLE>


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


NEW YORK MUNICIPAL CASH TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    YEAR ENDED OCTOBER 31,
                                                               ---------------------------------
                                                                    1995               1994
                                                               ---------------     -------------
<S>                                                            <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
- ------------------------------------------------------------
OPERATIONS--
- ------------------------------------------------------------
Net investment income                                          $    11,498,874     $   7,881,134
- ------------------------------------------------------------   ---------------     -------------
Net realized gain (loss) on investments                                 12,000               322
- ------------------------------------------------------------   ---------------     -------------
     Change in net assets resulting from operations                 11,510,874         7,881,456
- ------------------------------------------------------------   ---------------     -------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ------------------------------------------------------------
Distributions from net investment income
- ------------------------------------------------------------
  Institutional Service Shares                                      (9,657,797)       (5,630,675)
- ------------------------------------------------------------
  Cash II Shares                                                    (1,841,077)       (2,250,459)
- ------------------------------------------------------------   ---------------     -------------
     Change in net assets resulting from distributions to
     shareholders                                                  (11,498,874)       (7,881,134)
- ------------------------------------------------------------   ---------------     -------------
SHARE TRANSACTIONS--
- ------------------------------------------------------------
Proceeds from sale of Shares                                     1,236,075,244       918,756,952
- ------------------------------------------------------------
Net asset value of Shares issued to shareholders in payment
  of distributions declared                                          3,314,165         2,705,999
- ------------------------------------------------------------
Cost of Shares redeemed                                         (1,319,444,545)     (884,074,127)
- ------------------------------------------------------------   ---------------     -------------
     Change in net assets resulting from share transactions        (80,055,136)       37,388,824
- ------------------------------------------------------------   ---------------     -------------
          Change in net assets                                     (80,043,136)       37,389,146
- ------------------------------------------------------------   ---------------     -------------
NET ASSETS:
- ------------------------------------------------------------
Beginning of period                                                370,631,120       333,241,974
- ------------------------------------------------------------   ---------------     -------------
End of period                                                  $   290,587,984     $ 370,631,120
- ------------------------------------------------------------   ---------------     -------------
</TABLE>


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


NEW YORK MUNICIPAL CASH TRUST
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------

(1) ORGANIZATION

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

(2) SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

     At October 31, 1995, the Fund, for federal tax purposes, had a capital loss
     carryforward of $5,609, which will reduce the Fund's taxable income arising
     from future net realized gain on investments, if any, to the extent
     permitted by the Code, and thus will reduce the amount of the distributions
     to shareholders which would otherwise be necessary to relieve the Fund of
     any liability for federal tax. Pursuant to the Code, such capital loss
     carryforward will expire as follows:
<TABLE>
<CAPTION>
                     EXPIRATION YEAR                    EXPIRATION AMOUNT
            ---------------------------------   ---------------------------------
            <S>                                 <C>
                          1996                               $5,609
</TABLE>


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

     CONCENTRATION OF CREDIT RISK--Since the Fund invests a substantial portion
     of its assets in issuers located in one state, it will be more susceptible
     to factors adversely affecting issuers in that


NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

     state than would be a comparable tax-exempt mutual fund that invests
     nationally. In order to reduce the credit risk associated with such
     factors, at October 31, 1995, 61% of the securities in the portfolio of
     investments are backed by letters of credit or bond insurance of various
     financial institutions and financial guaranty assurance agencies. The value
     of investments insured by or supported (backed) by a letter of credit for
     any one institution or agency do not exceed 7.6% of total investments.

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

     Additional information on each restricted security held at October 31, 1995
     is as follows:
<TABLE>
<CAPTION>
                          SECURITY                         ACQUISITION DATE     ACQUISITION COST
    ----------------------------------------------------   ----------------     ----------------
    <S>                                                    <C>                  <C>
    New York State Dormitory Authority PA-60 (Series         March 13, 1995       $  5,475,000
      1989B)
    New York State Medical Care Facilities Finance             July 5, 1995          4,625,000
      Agency
    New York State Mortgage Agency (Series PA-29)             April 3, 1995          3,700,000
    New York State Mortgage Agency (Series PA-87)              July 5, 1995          4,945,000
    New York State Mortgage Agency (Series PT-15B)             July 5, 1995          2,640,000
    VRDC/IVRC Trust (Series 1992A) New York City               July 5, 1995          5,000,000
      Municipal Water Finance Authority
    VRDC/IVRC Trust (Series 1993B) New York Metropolitan       May 19, 1995          7,000,000
      Transportation Authority
    Commonwealth of Puerto Rico, Public Improvement            May 25, 1995         10,000,000
      Refunding Bonds TOC (Series 1995b)
</TABLE>


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


NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At October 31, 1995, capital paid-in aggregated $290,593,593.
Transactions in shares were as follows:
<TABLE>
<CAPTION>
                                                                    YEAR ENDED OCTOBER 31,
                                                                -------------------------------
                INSTITUTIONAL SERVICE SHARES                        1995              1994
- -------------------------------------------------------------   -------------     -------------
<S>                                                             <C>               <C>
Shares sold                                                     1,002,966,036       548,493,561
- -------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                          1,484,402           758,005
- -------------------------------------------------------------
Shares redeemed                                                  (964,892,684)     (587,029,347)
- -------------------------------------------------------------   -------------     -------------
  Net change resulting from Institutional Service share
  transactions                                                     39,557,754       (37,777,781)
- -------------------------------------------------------------   -------------     -------------
</TABLE>

<TABLE>
<CAPTION>
                                                                    YEAR ENDED OCTOBER 31,
                                                                -------------------------------
                       CASH II SHARES                               1995              1994
- -------------------------------------------------------------   -------------     -------------
<S>                                                             <C>               <C>
Shares sold                                                       233,109,208       370,263,391
- -------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                          1,829,763         1,947,994
- -------------------------------------------------------------
Shares redeemed                                                  (354,551,861)     (297,044,780)
- -------------------------------------------------------------   -------------     -------------
  Net change resulting from Cash II share transactions           (119,612,890)       75,166,605
- -------------------------------------------------------------   -------------     -------------
     Net change resulting from share transactions                 (80,055,136)       37,388,824
- -------------------------------------------------------------   -------------     -------------
</TABLE>


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Federated Management, the Fund's investment adviser,
(the "Adviser"), receives for its services an annual investment advisory fee
equal to .40 of 1% of the Fund's average daily net assets. The Adviser may
voluntarily choose to waive any portion of its fee and/or reimburse certain
operating expenses of the Fund. The Adviser can modify or terminate this
voluntary waiver and/or reimbursement at any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services, under the Administrative
Services Agreement, provides the Fund with administrative personnel and
services. This fee is based on the level of average aggregate daily net assets
of all funds advised by subsidiaries of Federated Investors for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

DISTRIBUTION SERVICES FEE--The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will
reimburse Federated Securities Corp. ("FSC"), the principal distributor, from
the net assets of the Fund to finance activities intended to result in the sale
of the Fund's Institutional Service Shares and Cash II Shares. The Plan provides
that the Fund may incur distribution expenses up to .25 of 1% of the average
daily net assets of the Institutional Service Shares and Cash II Shares,
annually, to reimburse FSC.


NEW YORK MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

SHAREHOLDER SERVICE FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services("FSS"), the Fund will pay FSS up to .25 of
1% of average daily net assets of the Fund shares for the period. This fee is to
obtain certain services for shareholders and to maintain shareholder accounts.
FSS may voluntarily choose to waive a portion of its fee. FSS can modify or
terminate this voluntary waiver at any time at its sole discretion.

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

PORTFOLIO ACCOUNTING FEES--FServ maintains the Fund's accounting records for
which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.

INTERFUND TRANSACTIONS--During the period ended October 31, 1995, the Fund
engaged in purchase and sale transactions with funds that have a common
investment adviser, common Directors/Trustees, and/or common Officers. These
transactions were made at current market value pursuant to rule 17a-7 under the
Act amounting to $518,060,000 and $576,715,000 respectively.

GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.


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

To the Shareholders and Board of Trustees of

FEDERATED MUNICIPAL TRUST
(New York Municipal Cash Trust):
We have audited the accompanying statement of assets and liabilities of New York
Municipal Cash Trust (an investment portfolio of Federated Municipal Trust, a
Massachusetts business trust), including the schedule of portfolio investments,
as of October 31, 1995, the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in the
period then ended, and the financial highlights (see pages 2 and 15 of the
prospectus) for the periods presented. These financial statements and financial
highlights are the responsibility of the Trust's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits. The financial highlights for the period ended October 31,
1993, and prior were audited by other auditors whose report dated December 17,
1993, expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian and broker. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Minnesota Municipal Cash Trust (an investment portfolio of Federated Municipal
Trust) as of October 31, 1995, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended, and the financial highlights for the periods presented, in
conformity with generally accepted accounting principles.
                                                             ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
December 15, 1995


ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>             <C>                                       <C>
New York Municipal Cash Trust
                Institutional Service Shares              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                     P.O. Box 8600
                Trust Company                             Boston, MA 02266-8600
- ----------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                P.O. Box 8600
                                                          Boston, MA 02266-8600
- ----------------------------------------------------------------------------------------------
Independent Public Accountants
                Arthur Andersen LLP                       2100 One PPG Place
                                                          Pittsburgh, PA 15222
- ----------------------------------------------------------------------------------------------
</TABLE>



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

- --------------------------------------------------------------------------------
                                      NEW YORK MUNICIPAL
                                      CASH TRUST
                                      INSTITUTIONAL SERVICE SHARES
                                      PROSPECTUS

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

                                      Prospectus dated December 31, 1995

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      CUSIP 314229741
      G00208-01 (12/95)

                      NEW YORK MUNICIPAL CASH TRUST
               (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
                             CASH II SHARES
                      INSTITUTIONAL SERVICE SHARES
                   STATEMENT OF ADDITIONAL INFORMATION
   This Statement of Additional Information should be read with the
   prospectuses of New York Municipal Cash Trust (the "Fund"), a
   portfolio of Federated Municipal Trust ( the "Trust") dated December
   31, 1995. This Statement is not a prospectus.  You may request a copy
   of a prospectus or a paper copy of this Statement, if you have
   received it electronically, free of charge by calling 1-800-235-4669.

   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779

                      Statement dated December 31, 1995
Federated Securities Corp.
DISTRIBUTOR
A SUBSIDIARY OF FEDERATED INVESTORS




INVESTMENT POLICIES            1

 Acceptable Investments        1
 Participation Interests       1
 Municipal Leases              1
 Ratings                       1
 When-Issued And Delayed Delivery
  Transactions                 1
 Repurchase Agreements         2
 Credit Enhancement            2
NEW YORK INVESTMENT RISKS      2

INVESTMENT LIMITATIONS         3

FEDERATED MUNICIPAL TRUST
MANAGEMENT                     5

 The Funds                     9
 Share Ownership               9
 Trustees Compensation        10
 Trustee Liability            10
INVESTMENT ADVISORY SERVICES  10

 Investment Adviser           10
 Advisory Fees                11
BROKERAGE TRANSACTIONS        11

OTHER SERVICES                11

 Fund Administration          12



 Custodian and Portfolio
  Recordkeeper                12
 Transfer Agent               12
 Independent Public Accountants12
SHAREHOLDER SERVICES AGREEMENT12

DETERMINING NET ASSET VALUE   12

REDEMPTION IN KIND            13

MASSACHUSETTS PARTNERSHIP LAW 13

THE FUND'S TAX STATUS         13

PERFORMANCE INFORMATION       13

 Yield                        13
 Effective Yield              13
 Tax-Equivalent Yield         13
 Tax-Equivalency Table        14
 Total Return                 14
 Performance Comparisons      15
ABOUT FEDERATED INVESTORS     15

 Mutual Fund Market           15
 Institutional Clients        15
 Trust Organizations          15
 Broker/Dealers and Bank
  Broker/Dealer
  Subsidiaries                16
APPENDIX                      17




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 participation interests having
a seven day demand feature, 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.
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, or 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."
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, brokers/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.
CREDIT ENHANCEMENT
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.
NEW YORK INVESTMENT RISKS

The Fund invests in obligations of New York (the "State") issuers which
result in the Fund's performance being subject to risks associated with
the overall conditions present within the State. The following
information is a general summary of the State's financial condition and a
brief summary of the prevailing economic conditions. This information is
based on official statements relating to securities that are believed to



be reliable but should not be considered as a complete description of all
relevant information.
The State has achieved fiscal balance for the last few years after large
deficits in the middle and late 1980's. Growing social service needs,
education and Medicare expenditures have been the areas of largest growth
while prudent program cuts and increases in revenues through service fees
has enabled the state's budget to remain within balance for the last few
years. While the state still has a large accumulated deficit as a
percentage of its overall budget, the fiscal performance in recent years
has demonstrated a changed political environment that has resulted in
realistic revenue and expenditure projections to achieve financially
favorable results. The state also benefits from a high level of per
capita income that is well above the national average and from
significant amounts of international trade.
New York's economy is large and diverse. While several upstate counties
benefit from agriculture, manufacturing and high technology industries,
New York City nonetheless still dominates the State's economy through its
international importance in economic sectors such as advertising,
finance, and banking. The State's economy is projected to be weak through
1996, with state jobs growth of 0.4% well below the national level of
1.7%.  State personal income growth is projected to be 4.2% while the
U.S. projected growth rate is 5.0%.  These numbers reflect an economic
slowdown from 1995.
New York's budget process has been  historically characterized by
contentious and protracted budget debates.  New York State's fiscal 1996
budget, adopted 68 days late, distinguishes itself by reducing the actual
level of General Fund expenditures, not merely reducing the rate of
expenditure growth.  In addition, tax reductions are phased in over the



next three years.  Balancing  the budget in the wake of tax cuts makes
the spending reduction plan even more critical.  The plan faces serious
implementation risks which leave it vulnerable to delays and shortfalls.
Key to balancing this year's budget will be the coordination and timely
implementation of substantive program changes within a complicated and
geographically dispersed bureaucracy.
The overall credit quality of the State is further demonstrated by its
debt ratings.  New York State maintains an A rating Moody's Investors
Service, Inc. and Standard & Poor's Ratings Group rates the State A-.
The Fund's concentration in municipal securities issued by the state and
its political subdivisions provides a greater level of risk than a fund
which is diversified across numerous states and municipal entities. The
ability of the state or its municipalities to meet their obligations will
depend on the availability of tax and other revenues; economic,
political, and demographic conditions within the state; and the
underlying fiscal condition of the state, its counties, and its
municipalities.
INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN
The Fund will not sell any securities short or purchase any securities on
margin but may obtain such short-term credits as may be necessary for
clearance of transactions.
BORROWING MONEY
The Fund will not borrow money except as a temporary measure for
extraordinary or emergency purposes and then only in amounts not in
excess of 5%  of its total assets or in an amount up to one-third of the
value of its total assets, including the amount borrowed, in order to



meet redemption requests without immediately selling portfolio
instruments.  This borrowing provision is not for investment leverage but
solely to facilitate management of the portfolio by enabling the Fund to
meet redemption requests when the liquidation of portfolio instruments
would be inconvenient or disadvantageous. Interest paid on borrowed funds
will serve to reduce the Fund's income. The Fund will liquidate any such
borrowings as soon as possible and may not purchase any portfolio
instruments while any borrowings are outstanding.
PLEDGING ASSETS
The Fund will not mortgage, pledge, or hypothecate any assets except as
necessary to secure permitted borrowings.  In those cases, it may pledge
assets having a market value not exceeding 10% of the value of its total
assets at the time of the pledge.
INVESTING IN REAL ESTATE
The Fund will not purchase or sell real estate, although it may invest in
New York municipal securities secured by real estate or interests in real
estate.
INVESTING IN COMMODITIES AND MINERALS
The Fund  will not purchase or sell commodities, commodity contracts, or
oil, gas, or other mineral exploration or development programs.
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.
MAKING LOANS
The Fund will not make loans except that it may acquire publicly or non-
publicly issued New York municipal securities, in accordance with its



investment objective, policies, and limitations, and the Trust's
Declaration of Trust.
ACQUIRING SECURITIES
The Fund will not acquire the voting securities of any issuer, except as
part of a merger, consolidation, reorganization, or acquisition of
assets.
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
The Fund will not invest in securities issued by any other investment
company or investment trust.
INVESTMENTS IN ANY ONE ISSUER
With respect to securities comprising 75% of its assets, the Fund will
not invest more than 10% of its total assets in the securities of any one
issuer.
Under this limitation, each governmental subdivision, including states,
territories, possessions of the United States, or their political
subdivisions, agencies, authorities, instrumentalitites, or similar
entities, will be considered a separate issuer if its assets and revenues
are separate from those of the government body creating it and the
security is backed only by its own assets and revenues.
Industrial development bonds backed only by the assets and revenues of a
nongovernmental user are considered to be issued solely by that user.  If
in the case of an industrial development bond or government issued
security, a governmental or other entity guarantees the security, such
guarantee would be considered a separate security issued by the
guarantor, as well as the other issuer, subject to limited exclusions
allowed by the Investment Company Act of 1940.



INVESTING IN NEW ISSUERS
The Fund will not invest more than 5% of the value of its total assets in
securities of issuers (or in the alternative, guarantors, where
applicable) which have records of less than three years of continuous
operations, including the operation of any predecessor.
INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS  AND TRUSTEES
OF THE TRUST
The Fund will not purchase or retain the securities of any issuer if the
Officers and Trustees of the Trust or its investment adviser, owning
individually more than .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 purchase puts, calls, straddles, spreads, or any
combination of them, except that the Fund may purchase municipal
securities accompanied by agreements of sellers to repurchase them at the
Fund's option.
INVESTING IN ILLIQUID SECURITIES
The Fund will not invest more than 10% of the value of its total assets
in illiquid securities, including repurchase agreements maturing in more
than seven days.
ISSUING SENIOR SECURITIES
The Fund will not issue senior securities, except as permitted by the
investment objective and policies and limitations of the Fund.
The above limitations cannot be changed without shareholder approval.
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 did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present
intent to do so during the coming fiscal year.
REGULATORY COMPLIANCE
The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in
the prospectus and this 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. 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
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, BIRTHDATES,
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. and Federated Global Research Corp.; Chairman, Passport
Research, Ltd.; Chief Executive Officer and Director, Trustee, or
Managing General Partner of the Funds. Mr. Donahue is the father of J.
Christopher Donahue, Executive 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.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center -
Downtown; Member, 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; Shareholder, Henny, Kochuba, 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.


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.


Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 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.



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


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, International Politics and Management Consultant; Trustee,
Carnegie Endowment for International Peace, RAND Corporation, Online
Computer Library Center, Inc., and U.S. Space Foundation; Chairman,
Czecho Management Center; Director, Trustee, or Managing General Partner
of the Funds; President Emeritus, University of Pittsburgh; founding
Chairman, National Advisory Council for Environmental Policy and
Technology and Federal Emergency Management Advisory Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.





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



Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global 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
of the Company.


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


 Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA



Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some
of the Funds; Director or Trustee of some of the Funds.


David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors;
Controller, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.;  Senior Vice
President, Federated Shareholder Services; Vice President, Federated
Administrative Services; Treasurer of some of the Funds.





John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary



Executive Vice President, Secretary, General Counsel, and Trustee,
Federated Investors; Trustee, Federated Advisers, Federated Management,
and Federated Research; Director, Federated Research Corp. and Federated
Global Research Corp.; Trustee, Federated Services Company; Executive
Vice President, Secretary, and Trustee, Federated Administrative
Services; President and Trustee, Federated Shareholder Services;
Director, Federated Securities Corp.; Executive 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.
THE FUNDS
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 Government Money Trust; Blanchard Funds;
Blanchard Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust
Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily Passport
Cash Trust; Federated ARMs Fund; Federated Equity Funds; Federated
Exchange Fund, Ltd.; Federated GNMA Trust; Federated Government Trust;
Federated High Yield Trust; Federated Income Securities Trust; Federated
Income Trust; Federated Index Trust; Federated Institutional Trust;
Federated Master Trust; Federated Municipal Trust; Federated Short-Term
Municipal Trust;  Federated Short-Term U.S. Government Trust; Federated
Stock Trust; Federated Tax-Free Trust; Federated Total Return Series,



Inc.; Federated U.S. Government Bond Fund; Federated U.S. Government
Securities Fund: 1-3 Years; Federated U.S. Government Securities Fund: 3-
5 Years; Federated U.S. Government Securities Fund: 5-10 Years; 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; 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; 111 Corcoran Funds; Peachtree Funds; The
Planters Funds; RIMCO Monument Funds; Star Funds; The Starburst Funds;
The Starburst Funds II; Stock and Bond Fund, Inc.; Targeted Duration
Trust; Tax-Free Instruments Trust; 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; World
Investment Series, Inc.
SHARE OWNERSHIP
Officers and Trustees own less than 1% of the Trust`s outstanding shares.
As of December 4, 1995, the following shareholder(s) of record owned 5%
or more of the outstanding Institutional Service Shares of New York
Municipal Cash Trust: Fiduciary Trust Company International, New York,
New York, owned approximately 51,028,500 shares (19.05%); Fleet
Securities Corp., Rochester, New York, owned approximately 43,275,119



shares (15.06%); Society National Bank, Cleveland, Ohio, owned
approximately 15,476,158 shares (5.38%); WESCO, Schenectady, New York,
owned approximately 15,895,333 shares (5.53%) and Schneider Mills Inc.,
owned approximately 18,803,509 shares (6.54%).
As of December 4, 1995, the following shareholder(s) of record owned 5%
or more of the outstanding Cash II Shares of New York Municipal Cash
Trust: Saul R. and Marion Klein Kramer, Garden City, New York, owned
approximately 20,000,000 shares (52.25%); North Fork Bank and Trust Co,
Mattituck, New York, owned approximately 3,178,564 shares (8.30%); Wayne
D. Thornbrough, New York, New York, owned approximately 2,410,162 shares
(6.29%); and Barrons Educational Series Inc., Hauppa, New York, owned
approximately 2,153,572 shares (5.62%).


TRUSTEES COMPENSATION


                  AGGREGATE
NAME ,          COMPENSATION
POSITION WITH       FROM          TOTAL COMPENSATION PAID
CORPORATION      CORPORATION*#      FROM FUND COMPLEX +


John F. Donahue, $0        $0 for the Fund and
Chairman and Director         68 other investment companies in the Fund
Complex
Thomas G. Bigley,$2,458    $20,688 for the Fund and
Director                   49 other investment companies in the Fund
Complex



John T. Conroy,  $3,520    $117,202 for the Fund and
Director                   64 other investment companies in the Fund
Complex
William J. Copeland,       $3,520  $117,202 for the Fund and
Director                   64 other investment companies in the Fund
Complex
James E. Dowd,   $3,520    $117,202 for the Fund and
Director                   64 other investment companies in the Fund
Complex
Lawrence D. Ellis, M.D.,   $3,266  $106,460 for the Fund and
Director                   64 other investment companies in the Fund
Complex
Edward L. Flaherty, Jr.,   $3,520  $117,202 for the Fund and
Director                   64 other investment companies in the Fund
Complex
Peter E. Madden, $2,757    $90,563 for the Fund and
Director                   64 other investment companies in the Fund
Complex
Gregor F. Meyer, $3,166    $106,460 for the Fund and
Director                   64 other investment companies in the Fund
Complex
John E. Murray, Jr.,       $1,762  $0 for the Fund and
Director                   64 other investment companies in the Fund
Complex
Wesley W. Posvar,$3,166    $106,460 for the Fund and
Director                   64 other investment companies in the Fund
Complex
Marjorie P. Smuts,         $3,166  $106,460 for the Fund and



Director                   64 other investment companies in the Fund
Complex


*Information is furnished for the fiscal year ended October 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised
of 15 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 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.
For the fiscal years ended October 31, 1995, 1994, and 1993, the adviser
earned $1,335,835, $1,383,576, and $1,065,970,  respectively, of which
$351,948, $364,783, and $460,455, respectively, was voluntarily waived.
  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.



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.  During the fiscal
years ended October 31, 1995, 1994, and 1993, the Trust paid no brokerage
commissions.
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.
OTHER SERVICES

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.  Prior to March 1, 1994, Federated
Administrative Services, Inc., also a subsidiary of Federated Investors,
served as the Fund's Administrator.  (For purposes of this Statement of
Additional Information, Federated Administrative Services and Federated
Administrative Services, Inc. may hereinafter collectively be referred to
as the "Administrators".)  For the fiscal years ended October 31, 1995,
1994, and 1993, the Administrators earned $252,807,  $292,612, and
$329,428,  respectively.  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.



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.
TRANSFER AGENT
As transfer agent, Federated Services Company  maintains all necessary
shareholder records. For its services, the transfer agent receives a fee
based on size, type, and number of accounts and transactions made by
shareholders.
INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for the Fund are Arthur Andersen  LLP,
Pittsburgh, PA.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES AGREEMENT

These arrangements permit the payment of fees to financial institutions,
the distributor, and Federated Shareholder Services, to stimulate
distribution activities and to cause services to be provided to
shareholders  by a representative who has knowledge of the shareholder's
particular circumstances and goals.  These activities and services may
include, but are not limited to: marketing efforts; providing office
space, equipment, telephone facilities, and various clerical,
supervisory, computer, and other personnel as necessary or beneficial to
establish and maintain shareholder accounts and records; processing
purchase and redemption transactions and automatic investments of client
account cash balances; answering routine client inquiries; and assisting
clients in changing dividend options, account designations, and
addresses.



By adopting the Distribution Plan, the Directors expect that the Fund
will be able to achieve a more predictable flow of cash for investment
purposes and to meet redemptions.  This will facilitate more efficient
portfolio management and assist the Fund in pursuing its investment
objectives.  By identifying potential investors whose needs are served by
the Fund's objectives, and properly servicing these accounts, it may be
possible to curb sharp fluctuations in rates of redemptions and sales.
Other benefits, which may be realized under either arrangement, may
include: (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.
For the fiscal period ended October 31, 1995, payments in the amount of
$143,918 and $690,979, respectively,  were made pursuant to the
Distribution Plan, on behalf of Cash II Shares and Institutional Service
Shares, respectively, of which  $130,887and $690,979, respectively, was
waived. In addition, for this period, the Fund paid shareholder service
fees in the amount of $143,918 and $690,979, respectively, on behalf of
Cash II Shares and Institutional Service Shares, respectively, 13,031 and
477,927, respectively, was waived.
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 Fund calculates its yield based upon the seven days ending on the day
of the calculation, called the "base period." This yield is computed by:
determining the net change in the value of a hypothetical account with a
balance of one share at the beginning of the base period, with the net
change excluding capital changes but including the value of any
additional shares purchased with dividends earned from the original one
share and 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.
For the seven-day period ended October 31, 1995, the yields for
Institutional Service Shares and Cash II Shares were         3.52%, and
3.34%, respectively.
EFFECTIVE YIELD
The Fund calculates its effective yield 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.
For the seven-day period ended October 31, 1995, the effective yields for
Institutional Service Shares and Cash II Shares were 3.58% and 3.39%,
respectively.
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.



For the seven-day period ended October 31, 1995, the tax-equivalent
yields for Institutional Service Shares and Cash II Shares were 6.82% and
6.45%, respectively.
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 NEW YORK


                                 TAX BRACKET:
    Combined Federal
    and State:22.875%  35.875%   38.875%    43.875%     47.475%

    Joint Return$1-39,000$39,001-94,250 $94,251-143,600$143,601-256,500
           OVER $256,500
    Single Return$1-23,350   $23,351-56,550$56,551-117,950$117,951-
    256,500OVER $256,500

    Tax-Exempt Yield            Taxable Yield Equivalent



     1.50%     1.94%    2.34%     2.45%      2.67%       2.86%
     2.00      2.59     3.12      3.27       3.56        3.81
     2.50      3.24     3.90      4.09       4.45        4.76
     3.00      3.89     4.68      4.91       5.35        5.71
     3.50      5.54     5.46      5.73       6.24        6.66
     4.00      5.19     6.24      6.54       7.13        7.62
     4.50      5.83     7.02      7.36       8.02        8.57
     5.00      6.48     7.80      8.18       8.91        9.52
     5.50      7.13     8.58      9.00       9.80       10.47
     6.00      7.78     9.36      9.82      10.69       11.42

    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 compounded 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.
The Fund's Institutional Service Shares average annual total returns for
the one-year period ended October 31, 1995 and for the period from
November 24, 1982 (date of initial public investment) through October 31,
1995 were 3.56% and 4.24%, respectively.
The Fund's Cash II Shares average annual total returns for the one-year
period ended   October 31, 1995 and for the period from  April 25, 1991
(date of initial public investment) through October 31, 1995 were 3.37%
and 2.79%, respectively.
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.



ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is
reflected in its investment decision making-structured, straightforward,
and consistent.  This has resulted in a history of competitive
performance with a range of competitive investment products that have
gained the confidence of thousands of clients and their customers.
The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research.
Investment decisions are made and executed by teams of portfolio
managers, analysts, and traders dedicated to specific market sectors.
In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund.  Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market
funds, a principal means used by money managers today to value money
market fund shares.  Other innovations include the first institutional
tax-free money market fund.  As of December 31, 1994, Federated Investors
managed more than $31 billion in assets across approximately 43 money
market funds, including 17 government, 8 prime and 18 municipal with
assets approximating $17 billion, $7.4 billion and $6.6 billion,
respectively.
J. Thomas Madden, Executive Vice President, oversees Federated
Investors's equity and high yield corporate bond management while William
D. Dawson, Executive Vice President, oversees Federated Investors's
domestic fixed income management.  Henry A. Frantzen, Executive Vice
President, oversees the management of Federated Investors's international
portfolios.



MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial
goals through mutual funds. These investors, as well as businesses and
institutions, have entrusted over $2 trillion to the more than 5,500
funds available.*
Federated Investors Investors, through its subsidiaries, distributes
mutual funds for a variety of investment applications.  Specific markets
include:
INSTITUTIONAL CLIENTS
Federated Investors meets the needs of more than 4,000 institutional
clients nationwide by managing and servicing separate accounts and mutual
funds for a variety of applications, including defined benefit and
defined contribution programs, cash management, and asset/liability
management.  Institutional clients include corporations, pension funds,
tax-exempt entities, foundations/endowments, insurance companies, and
investment and financial advisors.  The marketing effort to these
institutional clients is headed by John B. Fisher, President,
Institutional Sales Division.
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than
1,500 banks and trust organizations.  Virtually all of the trust
divisions of the top 100 bank holding companies use Federated Investors
funds in their clients' portfolios.  The marketing effort to trust
clients is headed by Mark R. Gensheimer, Executive Vice President, Bank
Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated Investors mutual funds are available to consumers through major
brokerage firms nationwide--including 200 New York Stock Exchange firms--



supported by more wholesalers than any other mutual fund distributor.
The marketing effort to these firms is headed by James F. Getz,
President, Broker/Dealer Division.



*Source:  Investment Company Institute
APPENDIX


STANDARD & POOR'S RATINGS GROUP
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
A  Standard & Poor's Ratings Group  (S&P) note  rating reflects the
liquidity concerns and market access risks unique to notes.
SP-1      Very strong or strong capacity to pay principal and interest.
   Those issues determined to possess overwhelming safety characteristics
   will be given a plus sign (+) designation.
SP-2      Satisfactory capacity to pay principal and interest.
VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS)
RATINGS
S&P assigns dual ratings to all long-term debt issues that have as part
of their provisions a variable rate demand feature.  The first rating
(long-term rating) addresses the likelihood of repayment of principal and
interest when due, and the second rating (short-term rating) describes
the demand characteristics.  Several examples are AAA/A-1+, AA/A-1+, A/A-
1.  (The definitions for the long-term and the short-term ratings are
provided below.)
COMMERCIAL PAPER (CP) RATINGS
An  S&P commercial paper rating is a current assessment of the likelihood
of timely payment of debt having an original maturity of no more than 365
days.
A-1       This highest category indicates that the degree of safety
   regarding timely payment is strong. Those issues determined to possess
   extremely strong safety characteristics are denoted with a plus sign
   (+) designation.
A-2       Capacity for timely payment on issues with this designation is
   satisfactory.  However, the relative degree of safety is not as high
   as for issues designated A-1.
LONG-TERM DEBT RATINGS
AAA  Debt rated "AAA" has the highest rating assigned by S&P.  Capacity
to pay interest and      repay principal is extremely strong.




   

FLORIDA MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
CASH II SHARES

PROSPECTUS

The Cash II Shares of Florida 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 primarily in short-term Florida municipal
securities, as well as securities of states, territories, and possessions of the
United States which are not issued by or on behalf of Florida, or its political
subdivisions and financing authorities, but which provide current income exempt
from federal regular income tax and which will enable the Fund to maintain an
investment portfolio that will cause its shares to be exempt from the Florida
intangibles tax, consistent with stability of principal and liquidity.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE FUND
ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE
NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

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

The Fund has also filed a Statement of Additional Information dated December 31,
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,
or a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995

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

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

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

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

  Investment Objective                                                         2
  Investment Policies                                                          2
  Florida Municipal Securities                                                 5
  Investment Risks                                                             5
  Non-Diversification                                                          6
  Investment Limitations                                                       6

FUND INFORMATION                                                               6
- ------------------------------------------------------

  Management of the Fund                                                       6
  Distribution of Cash II Shares                                               7
  Administration of the Fund                                                   8
  Expenses of the Fund                                                         8

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

HOW TO PURCHASE SHARES                                                         9
- ------------------------------------------------------

  Special Purchase Features                                                   10

HOW TO REDEEM SHARES                                                          10
- ------------------------------------------------------

  Special Redemption Features                                                 11

ACCOUNT AND SHARE INFORMATION                                                 12
- ------------------------------------------------------

TAX INFORMATION                                                               12
- ------------------------------------------------------

  Federal Income Tax                                                          12
  State and Local Taxes                                                       13
  Florida Intangibles Tax                                                     13
  Florida State Municipal Taxation                                            13

OTHER CLASSES OF SHARES                                                       14
- ------------------------------------------------------
PERFORMANCE INFORMATION                                                       14
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--
  INSTITUTIONAL SHARES                                                        15
- ------------------------------------------------------

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

REPORT OF INDEPENDENT
  PUBLIC ACCOUNTANTS                                                          28
- ------------------------------------------------------

ADDRESSES                                                                     29
- ------------------------------------------------------

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                              <C>         <C>
                                                       CASH II SHARES
                                              SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)..........................       None
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of offering price)...............       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds, as
  applicable)..........................................................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable).....................................       None
Exchange Fee...........................................................................................       None
                                                  ANNUAL OPERATING EXPENSES
                                     (As a percentage of projected average net assets)*
Management Fee (after waiver) (1)......................................................................       0.00%
12b-1 Fee (after waiver) (2)...........................................................................       0.14%
Total Other Expenses...................................................................................       0.51%
     Shareholder Services Fee..................................................................   0.25%
          Total Fund Operating Expenses (3)............................................................       0.65%
</TABLE>


- ------------
(1) The management fee has been reduced to reflect the anticipated voluntary
    waiver of the management fee. The adviser can terminate this anticipated
    voluntary waiver at any time at its sole discretion. The maximum management
    fee is 0.40%.

(2) The maximum 12b-1 fee is 0.25%.

(3) The total operating expenses are estimated to be 1.16% absent the
    anticipated voluntary waivers of the management fee and a portion of the
    12b-1 fee.

*Total operating expenses are estimated based on average expenses expected to be
 incurred during the period ending October 31, 1996. During the course of this
 period, expenses may be more or less than the average amount shown.

     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Fund will bear, either
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "Fund Information." Wire-transferred redemptions of less than
$5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
EXAMPLE                                                                                         1 year     3 years
- -------                                                                                         ------     -------
<S>                                                                                            <C>        <C>
You would pay the following expenses on a $1,000 investment assuming (1) 5% annual return and
(2) redemption at the end of each time period................................................     $7         $21
</TABLE>


     THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS
EXAMPLE IS BASED ON ESTIMATED DATA FOR CASH II SHARES FISCAL YEAR ENDING OCTOBER
31, 1996.


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 retail customers of financial institutions
as a convenient means of accumulating an interest in a professionally managed,
non-diversified portfolio investing primarily in short-term Florida municipal
securities. The Fund may not be a suitable investment for retirement plans or
for non-Florida 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 consistent with stability of principal and liquidity and to
maintain an investment portfolio that will cause its shares to be exempt from
the Florida 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 complying with the various
requirements of Rule 2a-7 under the Investment Company Act of 1940 which
regulates money market mutual funds and by following the investment policies
described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of Florida
municipal securities (as defined below) maturing in 13 months or less. As a
matter of investment policy, which cannot be changed without shareholder
approval, the Fund will invest so that at least 80% of its annual interest
income will be exempt from federal regular income 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 Florida and its political subdivisions and financing
authorities, as well as 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 ("Florida Municipal Securities "). Examples of Florida Municipal
Securities include, but are not limited to:


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

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

     . municipal commercial paper and other short-term notes;

     . variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in Florida
     Municipal Securities from financial institutions such as commercial and
     investment banks, savings 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 Florida 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. Lease obligations may be subject to periodic appropriation.
     Municipal leases are subject to certain specific risks in the event of
     default or failure of appropriation.

CREDIT ENHANCEMENT.  Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.

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


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

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, all of comparable quality
to other securities in which the Fund invests, such as: obligations issued by or
on behalf of municipal or corporate issuers; 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 Florida
Municipal Securities is subject to the federal alternative minimum tax.


FLORIDA MUNICIPAL SECURITIES

Florida 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.

Florida 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 Florida 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 Florida 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 Florida 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 Florida
Municipal Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Florida 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
Florida 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 Florida 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. These investment limitations
cannot be changed without shareholder approval.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND
BOARD OF TRUSTEES.  The Fund 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 .40 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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF CASH II SHARES

Federated Securities Corp. is the principal distributor for Cash II 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.

State securities laws may require certain financial institutions such as
depository institutions to register as dealers.

DISTRIBUTION PLAN AND SHAREHOLDER SERVICES.  Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the distributor may be paid a fee in an amount computed at an annual rate of .25
of 1% of the average daily net assets of Cash II Shares to finance any activity
which is principally intended to result in the sale of Cash II Shares subject to
the Distribution Plan. The distributor may select financial institutions such as
banks, fiduciaries, custodians for public funds, investment advisers, and
broker/dealers to provide sales services or distribution-related support
services as agents for their clients or customers.

The Distribution Plan is a compensation-type Plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amounts or may earn a profit from future payments made by Cash II
Shares under the Distribution Plan.


In addition, the Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up to .25 of 1% of the average daily net asset value
of Cash II Shares to obtain certain personal services for shareholders and the
maintenance of shareholder accounts. Under the Shareholder Services Agreement,
Federated Shareholders Services will either perform shareholder services
directly or will select financial institutions to perform shareholder services.
Financial institutions will receive fees based upon Cash II Shares owned by
their clients or customers. The schedules of such fees and the basis upon which
such fees will be paid will be determined from time to time by the Fund and
Federated Shareholder Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS.  In addition to payments made
pursuant to the Distribution Plan and Shareholder Services Agreement, Federated
Securities Corp. and Federated Shareholder Services, from their own assets, may
pay financial institutions supplemental fees for the performance of substantial
sales services, distribution-related support services, or shareholder services.
The support may include sponsoring sales, educational and training seminars for
their employees, providing sales literature, and engineering computer software
programs that emphasize the attributes of the Fund. Such assistance will be
predicated upon the amount of shares the financial institution sells or may
sell, and/or upon the type and nature of sales or marketing support furnished by
the financial institution. Any payments made by the distributor may be
reimbursed by the Fund's investment adviser or its affiliates.

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


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

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 Cash II 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, Monday through Friday, except on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

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 is open for business. Shares may be purchased as described below,
either 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 or more within a 90-day period. 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 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 purchase
shares through a financial institution which has a sales agreement with the
distributor. Orders 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.  Shares may be purchased by wire by calling the Fund
before 1:00 p.m. (Eastern time). The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) in
order to begin earning dividends 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: Florida Municipal Cash Trust,
Cash II Shares ; 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.


Questions on wire purchases should be directed to your shareholder services
representative at the telephone number listed on your account statement.

PURCHASING SHARES BY CHECK.  Shares may be purchased by sending a check to:
Federated Services Company, P.O. Box 8600, Boston, MA 02266-8600. The check
should be made payable to Florida Municipal Cash Trust--Cash II Shares. Please
include an account number on the check. 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 an Automated Clearing
House ("ACH") member and invested in Fund shares. Shareholders should contact
their financial institution 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 dividend. Proceeds from
redemption requests received after that time include that day's dividend but
will be wired the following business day. Proceeds from redemption requests
received on holidays when wire transfers are restricted will be wired the
following business day. Questions about telephone redemptions on days when wire
transfers are restricted should be directed to your shareholder services
representative at the telephone number listed on your account statement. Under
limited circumstances, arrangements may be made with the distributor for
same-day payment of 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 to: Federated Services Company, P.O. Box 8600, Boston, MA
02266-8600. If share certificates have been issued, they should be sent
unendorsed with the written request by registered or certified mail to the
address noted above.

The written request should state: the Fund name and the class designation; 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. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the 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 association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm 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. Shareholder accounts will continue to
receive the daily dividned declared on the shares to be redeemed until the check
is presented to UMB Bank, N.A., the bank responsible for administering the check
writing program, for payment. However, checks should never be made payable or
sent to UMB Bank, N.A. or the Fund to redeem shares, and a check may not be
written to close an account.

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 AND SHARE 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 all
transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES.  Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account balance falls below a required minimum value of
$10,000 due to shareholder redemptions. Before shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to purchase
additional shares to meet the minimum requirement.

VOTING RIGHTS.  Each shareholder has 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. 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 election of Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

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

FEDERAL INCOME TAX

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

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

Shareholders are not required to pay the federal regular income tax on any
dividends received from the Fund that represent net interest on tax-exempt
municipal bonds. However, under the Tax
Reform Act of 1986, dividends representing net interest earned on 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
Florida. Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.

FLORIDA INTANGIBLES TAX

Shareholders of the Fund that are subject to the Florida intangibles tax will
not be required to include the value of their Fund shares in their taxable
intangible property if all of the Fund's investments on the annual assessment
date are obligations that would be exempt from such tax if held directly by such
shareholders, such as Florida and U.S. government obligations. As described
earlier, the Fund will normally attempt to invest substantially all of its
assets in securities which are exempt from the Florida intangibles tax.
Accordingly, the value of the Fund shares held by a shareholder should under
normal circumstances be exempt from the Florida intangibles tax.

However, if the portfolio consists of any assets which are not so exempt on the
annual assessment date, only the portion of the shares of the Fund which relate
to securities issued by the United States and its possessions and territories
will be exempt from the Florida intangibles tax, even if they partly relate to
Florida tax exempt securities.

FLORIDA STATE MUNICIPAL TAXATION

In a majority of states that have an income tax, dividends paid by a mutual fund
attributable to investments in a particular state's municipal obligations are
exempt from both federal and such state's income tax. If Florida were to adopt
an income tax in the future, and assuming that its income tax policy with
respect to mutual funds investing in Florida state and local municipal
obligations would be similar to the general tax policy of other states,
dividends paid by the Fund would be exempt from Florida state income tax. A
constitutional amendment approved by referendum would be required before an
individual tax could be imposed.


OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund also offers another class of shares. These shares are sold at net asset
value primarily to financial institutions acting in an agency or fiduciary
capacity and are subject to a minimum initial investment of $10,000 over a
90-day period.

All classes are subject to certain of the same expenses.

The shares are distributed under a 12b-1 Plan adopted by the Fund and also are
subject to shareholder services fees.

Expense differences between classes may affect the performance of each class.

To obtain more information and a prospectus for any other class, investors may
call 1-800-235-4669.

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

From time to time, the Fund advertises its total return, yield, effective yield,
and tax-equivalent yield for shares. The performance figures will be calculated
separately for each class of shares.

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.

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 the
Fund's performance to certain indices.


FLORIDA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 28.
<TABLE>
<CAPTION>
                                                                               YEAR ENDED         PERIOD ENDED
                                                                               OCTOBER 31,         OCTOBER 31,
                                                                                  1995               1994(A)
                                                                               -----------        ------------
<S>                                                                         <C>                <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                               $ 1.00             $ 1.000
- --------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------------
  Net investment income                                                              0.04               0.004
- --------------------------------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------------
  Distributions from net investment income                                          (0.04)             (0.004)
- --------------------------------------------------------------------------         ------             -------
NET ASSET VALUE, END OF PERIOD                                                     $ 1.00             $ 1.000
- --------------------------------------------------------------------------         ------             -------
TOTAL RETURN (b)                                                                     3.60%               0.35%
- --------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------------
  Expenses                                                                           0.45%               0.28%*
- --------------------------------------------------------------------------
  Net investment income                                                              3.58%               3.28%*
- --------------------------------------------------------------------------
  Expense waiver/reimbursement (c)                                                   0.42%               1.03%*
- --------------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                        $153,347             $53,966
- --------------------------------------------------------------------------
</TABLE>


  * Computed on an annualized basis.

(a) Reflects operations for the period from September 21, 1994 (date of initial
    public investment) to October 31, 1994. For the period from September 12,
    1994 (start of business) to September 21, 1994 the Fund had no investment
    activity.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

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

FLORIDA MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                             CREDIT
   AMOUNT                                                                               RATING*       VALUE
<C>            <S>                                                                     <C>        <C>
- -------------  ----------------------------------------------------------------------  ---------  --------------
SHORT-TERM MUNICIPAL SECURITIES--99.4%
- -------------------------------------------------------------------------------------
               FLORIDA--96.4%
               ----------------------------------------------------------------------
$   2,400,000  Alachua County, FL Health Facilities Authority, Health Facility
               Revenue Bonds (Series 1991) Weekly VRDNs (North Florida Retirement
               Village)/(Kredietbank N.V., Brussels LOC)                               A-1        $    2,400,000
               ----------------------------------------------------------------------
      780,000  Broward County, FL Health Facility Authority, Revenue Bonds Weekly
               VRDNs (John Knox Village of Florida)/(First Union National Bank,
               Charlotte, N.C. LOC)                                                    P-1               780,000
               ----------------------------------------------------------------------
    8,000,000  Charlotte County, FL School District, TANS (Series 1995), 3.90% TANs,
               6/30/1996                                                               MIG1            8,007,668
               ----------------------------------------------------------------------
    3,000,000  Clay County, FL Development Authority, IDRB (Series 1994) Weekly VRDNs
               (Carlisle Corporation Project)/(Trust Company Bank, Atlanta LOC)        P-1             3,000,000
               ----------------------------------------------------------------------
    2,000,000  Dade County, FL IDA, IDRB (Series 1995) Weekly VRDNs (June Leasing Co.
               Project (FL))/(First Union National Bank of Florida LOC)                A-1             2,000,000
               ----------------------------------------------------------------------
   11,500,000  Dade County, FL Water & Sewer System Weekly VRDNs (FGIC
               INS)/(Industrial Bank of Japan Ltd., Tokyo LIQ)                         A-1            11,500,000
               ----------------------------------------------------------------------
    4,000,000  Florida Municipal Loan Council, (Series 1985-1), 3.90% CP (Florida
               League of Cities)/(Sumitomo Bank Ltd., Osaka LOC), Mandatory Tender
               12/1/1995                                                               A-1             4,000,000
               ----------------------------------------------------------------------
    5,375,000  Florida State Board of Education Administration, (CR55D), 4.00% TOBs
               (Citibank NA, New York LIQ), Optional Tender 12/1/1995                  AA              5,375,000
               ----------------------------------------------------------------------
    6,000,000  Greater Orlando (FL) Aviation Authority, Airport Facilities
               Subordinated CP Notes (Series B), 3.90% CP, Mandatory Tender
               11/28/1995                                                              P-1             6,000,000
               ----------------------------------------------------------------------
$   3,000,000  Hillsborough County, FL Aviation Authority, Bond Anticipation
               Commercial Paper Notes, 3.85% CP (Tampa International
               Airport)/(National Westminster Bank, PLC, London LOC), Mandatory
               Tender 12/7/1995                                                        A-1+       $    3,000,000
               ----------------------------------------------------------------------
</TABLE>



FLORIDA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                             CREDIT
   AMOUNT                                                                               RATING*       VALUE
<C>            <S>                                                                     <C>        <C>
- -------------  ----------------------------------------------------------------------  ---------  --------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------------------
               FLORIDA--CONTINUED
               ----------------------------------------------------------------------
    2,000,000  Hillsborough County, FL IDA Weekly VRDNs (Ringhager Equipment
               Co.)/(Mellon Bank NA, Pittsburgh LOC)                                   P-1             2,000,000
               ----------------------------------------------------------------------
    2,300,000  Hillsborough County, FL IDA, (Series 1992) Weekly VRDNs (SIFCO Turbine
               Component Service)/(National City Bank, Cleveland, OH LOC)              P-1             2,300,000
               ----------------------------------------------------------------------
    2,250,000  Indian River County School District, FL, TANS (Series 1995), 4.00%
               TANs, 6/30/1996                                                         NR              2,252,780
               ----------------------------------------------------------------------
    1,100,000  Jacksonville, FL Weekly VRDNs (Metal Sales)/(National City Bank,
               Kentucky LOC)                                                           P-1             1,100,000
               ----------------------------------------------------------------------
    1,000,000  Jacksonville, FL, Hospital Revenue Bonds (Series 1989) Weekly VRDNs
               (Baptist Medical Center, AL)/(First Union National Bank, Charlotte,
               N.C. LOC)                                                               VMIG1           1,000,000
               ----------------------------------------------------------------------
    4,300,000  Key West, FL Community Redevelopment Authority Weekly VRDNs (Pier
               House Joint Venture)/(PNC Bank, N.A. LOC)                               P-1             4,300,000
               ----------------------------------------------------------------------
    4,000,000  Lake Shore, FL Hospital Authority, Health Facilities Revenue Bonds
               (Series 1991) Weekly VRDNs (Lake Shore Hospital)/(Kredietbank N.V.,
               Brussels LOC)                                                           P-1             4,000,000
               ----------------------------------------------------------------------
    2,860,000  Lee County, FL IDA, (Series 1985) Weekly VRDNs (Christian & Missionary
               Alliance Foundation)/(Banque Paribas, Paris LOC)                        P-1             2,860,000
               ----------------------------------------------------------------------
    1,000,000  Lee County, FL IDA, Health Care Facilities Revenue Bonds Weekly VRDNs
               (Hope Hospice Project)/(Sun Bank NA, Orlando LOC)                       VMIG1           1,000,000
               ----------------------------------------------------------------------
    1,000,000  Lee County, FL IDA, IDRB (Series 1994) Weekly VRDNs (Baader North
               America Corporation)/(Deutsche Bank, AG LOC)                            VMIG1           1,000,000
               ----------------------------------------------------------------------
$     300,000  Manatee County, FL HFA Weekly VRDNs (Carriage Club)/ (Mellon Bank NA,
               Pittsburgh LOC)                                                         VMIG1      $      300,000
               ----------------------------------------------------------------------
</TABLE>



FLORIDA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                             CREDIT
   AMOUNT                                                                               RATING*       VALUE
<C>            <S>                                                                     <C>        <C>
- -------------  ----------------------------------------------------------------------  ---------  --------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------------------
               FLORIDA--CONTINUED
               ----------------------------------------------------------------------
    1,000,000  Marion County, FL Health Facility Authority, Floating Rate Demand
               Multifamily Revenue Bonds (1985 Series F) Weekly VRDNs (Paddock Place
               Project)/(Trust Company Bank, Atlanta LOC)                              A-1             1,000,000
               ----------------------------------------------------------------------
    3,250,000  Marion County, FL IDA, IDRB (Series 1989) Weekly VRDNs (Charter
               Springs Hospital, Inc.)/(Bankers Trust Co., New York LOC)               A1              3,250,000
               ----------------------------------------------------------------------
    4,500,000  Martin County, FL School District, District Operating Millage Tax
               Anticipation Notes (Series 1995), 4.25% TANs, 6/8/1996                  NR              4,510,414
               ----------------------------------------------------------------------
    4,000,000  Miami, FL, TANS, (Series 1995), 4.50% TANs, 9/27/1996                   SP-1+           4,024,380
               ----------------------------------------------------------------------
    2,000,000  Ocean Highway and Port Authority, Adjustable Demand Revenue Bonds
               (Series 1990) Weekly VRDNs (ABN AMRO Bank N.V., Amsterdam LOC)          Aa1             2,000,000
               ----------------------------------------------------------------------
    2,000,000  Orange County, FL HFA, Multifamily Housing Revenue Bonds Weekly VRDNs
               (Sutton Place. Ltd. Project)/ (Nationsbank of Maryland, N.A. LOC)       A-1+            2,000,000
               ----------------------------------------------------------------------
    8,000,000  Orange County, FL School District, TANS (Series 1995), 4.50% TANs,
               10/16/1996                                                              SP-1+           8,051,563
               ----------------------------------------------------------------------
    1,000,000  Orange County, FL, Health Facilities Authority Weekly VRDNs (Mayflower
               Retirement Community)/(Rabobank Nederland, Utrecht LOC)                 A-1             1,000,000
               ----------------------------------------------------------------------
    4,500,000  Palm Beach County, FL, Variable Rate Demand Revenue Bonds, (Series
               1995) Weekly VRDNs (Norton Gallery and School of Art, Inc.
               Project)/(Northern Trust Co., Chicago, IL LOC)                          AA-             4,500,000
               ----------------------------------------------------------------------
    5,500,000  Pasco County, FL School District, TANS (Series 1995), 3.90% TANs,
               6/30/1996                                                               MIG1            5,503,535
               ----------------------------------------------------------------------
$   3,500,000  Pinellas County Industry Council, FL, IDRB (Series 1994) Weekly VRDNs
               (Genca Corporation Project)/(PNC Bank, Ohio, N.A. LOC)                  A-1        $    3,500,000
               ----------------------------------------------------------------------
</TABLE>



FLORIDA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                             CREDIT
   AMOUNT                                                                               RATING*       VALUE
<C>            <S>                                                                     <C>        <C>
- -------------  ----------------------------------------------------------------------  ---------  --------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------------------
               FLORIDA--CONTINUED
               ----------------------------------------------------------------------
    1,700,000  Pinellas County, FL Health Facility Authority Daily VRDNs (Chemical
               Bank, New York LOC)                                                     A-1             1,700,000
               ----------------------------------------------------------------------
    1,000,000  Pinellas County, FL Health Facility Authority, (Series 1987) Weekly
               VRDNs (St. Mark Village Project)/(Nationsbank of Florida, N.A. LOC)     A-1             1,000,000
               ----------------------------------------------------------------------
    3,200,000  Pinellas County, FL Health Facility Authority, Single Family Mortgage
               Revnue Bonds (Series PA-92) Weekly VRDNs (GNMA COL)/(Merrill Lynch
               Capital Services, Inc. LIQ)                                             A-1+            3,200,000
               ----------------------------------------------------------------------
    3,800,000  Sarasota County, FL IDRB, (Series 1994) Monthly VRDNs (Resource
               Recovery Systems of Sarasota Project)/(Fleet National Bank,
               Providence, R.I. LOC)                                                   A-1             3,800,000
               ----------------------------------------------------------------------
    4,800,000  Seminole County, FL Health Facility Authority IDA, (Series 1991)
               Weekly VRDNs (Florida Living Nursing Center)/ (Barnett Bank of Central
               Florida, Orlando LOC)                                                   VMIG1           4,800,000
               ----------------------------------------------------------------------
    4,500,000  Southeast Volusia Hospital District, Revenue Bonds (Series 1995)
               Weekly VRDNs (Bert Fish Medical Center (FL))/ (SouthTrust Bank of
               Alabama, Birmingham LOC)                                                A-1             4,500,000
               ----------------------------------------------------------------------
    4,000,000  St. Lucie County, FL PCR, (Series 94A), 3.70% CP (Florida Power &
               Light Co.), Mandatory Tender 11/21/1995                                 A-1             4,000,000
               ----------------------------------------------------------------------
      845,000  St. Lucie County, FL, IDR Bonds (Series 1985) Weekly VRDNs (Savannahs
               Hospital)/(Nationsbank of Georgia, N.A. LOC)                            P-1               845,000
               ----------------------------------------------------------------------
    1,450,000  Sumter County, FL IDA Weekly VRDNs (Great Southern Wood of
               Florida)/(SouthTrust Bank of Alabama, Birmingham LOC)                   VMIG1           1,450,000
               ----------------------------------------------------------------------
    7,500,000  Suwannee County, FL, (Series 1989) Weekly VRDNs (Advent Christian
               Village Project)/(Barnett Bank of Jacksonville LOC)                     VMIG1           7,500,000
               ----------------------------------------------------------------------
$   4,000,000  Titusville, FL, Multi-Purpose Revenue Bonds, Installment 1995A Weekly
               VRDNs (Banque Paribas, Paris LOC)                                       VMIG1      $    4,000,000
               ----------------------------------------------------------------------
    1,675,000  Volusia County, FL IDA Weekly VRDNs (Crane Cams)/ (First Interstate
               Bank of Arizona, NA LOC)                                                P-1             1,675,000
               ----------------------------------------------------------------------
</TABLE>



FLORIDA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                             CREDIT
   AMOUNT                                                                               RATING*       VALUE
<C>            <S>                                                                     <C>        <C>
- -------------  ----------------------------------------------------------------------  ---------  --------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------------------
               FLORIDA--CONTINUED
               ----------------------------------------------------------------------
    1,900,000  Volusia County, FL IDA, (Series 1994) Weekly VRDNs (Southern States
               Utilities, Inc.)/(Sun Bank NA, Orlando LOC)                             VMIG1           1,900,000
               ----------------------------------------------------------------------             --------------
               Total                                                                                 147,885,340
               ----------------------------------------------------------------------             --------------
               ALABAMA--2.3%
               ----------------------------------------------------------------------
    3,500,000  Mobile, AL IDB, (1994 Series A), 4.05% TOBs (International Paper Co.),
               Mandatory Tender 12/1/1995                                              A-2             3,500,138
               ----------------------------------------------------------------------             --------------
               PUERTO RICO--0.7%
               ----------------------------------------------------------------------
    1,000,000  Puerto Rico Government Development Bank Weekly VRDNs (Credit Suisse,
               Zurich LOC)                                                             A-1+            1,000,000
               ----------------------------------------------------------------------             --------------
               TOTAL INVESTMENTS, AT AMORTIZED COST(A)                                            $  152,385,478
               ----------------------------------------------------------------------             --------------
</TABLE>


Securities that are subject to Alternative Minimum Tax represent 22.5% of the
portfolio as calculated based upon total portfolio market value.

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

(a) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($153,346,518) at October 31, 1995.

The following acronym(s) are used throughout this portfolio:

COL--Collateralized
CP--Commercial Paper
FGIC--Financial Guaranty Insurance Company
GNMA--Government National Mortgage Association
HFA--Housing Finance Authority
IDA--Industrial Development Authority
IDB--Industrial Development Bond
IDR--Industrial Development Revenue
IDRB--Industrial Development Revenue Bond
INS--Insured
LIQ--Liquidity Agreement


FLORIDA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
LOC--Letter of Credit
PCR--Pollution Control Revenue
PLC--Public Limited Company
TANs--Tax Anticipation Notes
TOBs--Tender Option Bonds
VRDNs--Variable Rate Demand Notes

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

FLORIDA MUNICIPAL CASH TRUST
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                <C>             <C>
ASSETS:
- ---------------------------------------------------------------------------------
Total investments in securities, at amortized cost and value                                       $  152,385,478
- -------------------------------------------------------------------------------------------------
Cash                                                                                                      344,475
- -------------------------------------------------------------------------------------------------
Income receivable                                                                                         855,048
- -------------------------------------------------------------------------------------------------
Deferred expenses                                                                                          32,212
- -------------------------------------------------------------------------------------------------  --------------
     Total assets                                                                                     153,617,213
- -------------------------------------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------------------------------------
Income distribution payable                                                        $      202,994
- ---------------------------------------------------------------------------------
Accrued expenses                                                                           67,701
- ---------------------------------------------------------------------------------  --------------
     Total liabilities                                                                                    270,695
- -------------------------------------------------------------------------------------------------  --------------
NET ASSETS for 153,346,518 shares outstanding                                                      $  153,346,518
- -------------------------------------------------------------------------------------------------  --------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- -------------------------------------------------------------------------------------------------
$153,346,518 / 153,346,518 shares outstanding                                                      $         1.00
- -------------------------------------------------------------------------------------------------  --------------
</TABLE>


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


FLORIDA MUNICIPAL CASH TRUST
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                        <C>          <C>           <C>
INVESTMENT INCOME:
- ----------------------------------------------------------------------------------------------------
Interest                                                                                              $  5,271,986
- ----------------------------------------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------------------------------------
Investment advisory fee                                                                 $    522,992
- --------------------------------------------------------------------------------------
Administrative personnel and services fee                                                    125,000
- --------------------------------------------------------------------------------------
Custodian fees                                                                                27,209
- --------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                      12,115
- --------------------------------------------------------------------------------------
Directors'/Trustees' fees                                                                      1,280
- --------------------------------------------------------------------------------------
Auditing fees                                                                                  9,750
- --------------------------------------------------------------------------------------
Legal fees                                                                                     2,290
- --------------------------------------------------------------------------------------
Portfolio accounting fees                                                                     39,547
- --------------------------------------------------------------------------------------
Shareholder services fee                                                                     326,870
- --------------------------------------------------------------------------------------
Share registration costs                                                                      35,917
- --------------------------------------------------------------------------------------
Printing and postage                                                                          20,880
- --------------------------------------------------------------------------------------
Insurance premiums                                                                             5,295
- --------------------------------------------------------------------------------------
Miscellaneous                                                                                  2,341
- --------------------------------------------------------------------------------------  ------------
     Total expenses                                                                        1,131,486
- --------------------------------------------------------------------------------------
Waivers--
- --------------------------------------------------------------------------------------
  Waiver of investment advisory fee                                        $  (480,076)
- -------------------------------------------------------------------------
  Waiver of shareholder services fee                                           (62,831)
- -------------------------------------------------------------------------  -----------
     Total waivers                                                                          (542,907)
- --------------------------------------------------------------------------------------  ------------
          Net expenses                                                                                     588,579
- ----------------------------------------------------------------------------------------------------  ------------
               Net investment income                                                                  $  4,683,407
- ----------------------------------------------------------------------------------------------------  ------------
</TABLE>


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


FLORIDA MUNICIPAL CASH TRUST
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                            YEAR ENDED            PERIOD ENDED
                                                                         OCTOBER 31, 1995     OCTOBER 31, 1994(A)
- ---------------------------------------------------------------------  --------------------  ----------------------
<S>                                                                    <C>                   <C>
INCREASE (DECREASE) IN NET ASSETS:
- ---------------------------------------------------------------------
OPERATIONS--
- ---------------------------------------------------------------------
Net investment income                                                   $        4,683,407       $      165,156
- ---------------------------------------------------------------------  --------------------  ----------------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ---------------------------------------------------------------------
Distributions from net investment income                                        (4,683,407)            (165,156)
- ---------------------------------------------------------------------  --------------------  ----------------------
SHARE TRANSACTIONS--
- ---------------------------------------------------------------------
Proceeds from sale of shares                                                 1,361,774,097          134,110,437
- ---------------------------------------------------------------------
Net asset value of shares issued to shareholders in
payment of distributions declared                                                2,166,363               92,846
- ---------------------------------------------------------------------
  Cost of shares redeemed                                                   (1,264,560,129)         (80,237,096)
- ---------------------------------------------------------------------  --------------------  ----------------------
     Change in net assets resulting from share
     transactions                                                               99,380,331           53,966,187
- ---------------------------------------------------------------------  --------------------  ----------------------
       Change in net assets                                                     99,380,331           53,966,187
- ---------------------------------------------------------------------
NET ASSETS:
- ---------------------------------------------------------------------
  Beginning of period                                                           53,966,187             --
- ---------------------------------------------------------------------  --------------------  ----------------------
  End of period                                                         $      153,346,518       $   53,966,187
- ---------------------------------------------------------------------  --------------------  ----------------------
</TABLE>


(a) For the period from September 12, 1994 (start of business) to October 31,
    1994.

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

FLORIDA MUNICIPAL CASH TRUST
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------

(1) ORGANIZATION

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

(2) SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

     CONCENTRATION OF CREDIT RISK--Since the Fund invests a substantial portion
     of its assets in issuers located in one state, it will be more susceptible
     to factors adversely affecting issuers of that state than would be a
     comparable tax-exempt mutual fund that invests nationally. In order to
     reduce the credit risk associated with such factors, at October 31, 1995,
     66.4% of the securities in the portfolio of investments are backed by
     letters of credit or bond insurance of various financial institutions and
     financial guaranty assurance agencies. The value of investments insured by
     or supported (backed) by a letter of credit for any one institution or
     agency does not exceed 7.5% of total investments.

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

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value). At
October 31, 1995, capital paid-in aggregated $153,346,518. Transactions in
shares were as follows:
<TABLE>
<CAPTION>
                                                                           YEAR ENDED            PERIOD ENDED
                                                                        OCTOBER 31, 1995     OCTOBER 31, 1994(A)
- --------------------------------------------------------------------  --------------------  ----------------------
<S>                                                                   <C>                   <C>
Shares sold                                                                 1,361,774,097          134,110,437
- --------------------------------------------------------------------
Shares issued to shareholders in payment of distributions declared              2,166,363               92,846
- --------------------------------------------------------------------
Shares redeemed                                                            (1,264,560,129)         (80,237,096)
- --------------------------------------------------------------------  --------------------  ----------------------
  Net change resulting from share transactions                                 99,380,331           53,966,187
- --------------------------------------------------------------------  --------------------  ----------------------
</TABLE>


(a) For the period from September 12, 1994 (start of business) to October 31,
    1994.

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Federated Management, the Fund's investment adviser,
(the "Adviser"), receives for its services an annual investment advisory fee
equal to .40 of 1% of the Fund's average daily net assets. The Adviser may
voluntarily choose to waive any portion of its fee and/or reimburse certain
operating expenses of the Fund. The Adviser can modify or terminate this
voluntary waiver and/or reimbursement at any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services, under the Administrative
Services Agreement, provides the Fund with administrative personnel and
services. This fee is based on the level of average aggregate daily net assets
of all funds advised by subsidiaries of Federated Investors for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

DISTRIBUTION SERVICES FEE--The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will
compensate Federated Securities Corp. ("FSC"), the principal distributor, from
the net assets of the Fund to finance activities intended to result in the sale
of the Fund's shares. The Plan provides that the Fund may
incur distribution expenses up to .25 of 1% of the average daily net assets of
the Fund shares, annually, to compensate FSC.

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services ("FSS"), the Fund will pay FSS up to .25 of
1% of average daily net assets of the Fund for the period. This fee is to obtain
certain services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive a portion of its fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion.

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

PORTFOLIO ACCOUNTING FEES--FServ maintains the Fund's accounting records for
which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.

ORGANIZATIONAL EXPENSES--Organizational expenses of $15,374 were borne initially
by the Adviser. The Fund has agreed to reimburse the Adviser for the
organizational expenses during the five year period following the effective
date. For the period ended October 31, 1995, the Fund paid $1,110 pursuant to
this agreement.

INTERFUND TRANSACTIONS--During the year ended October 31, 1995, the Fund engaged
in purchase and sale transactions with funds that have a common investment,
common Directors/Trustees, and/ or common Officers. These transactions were made
at current market value pursuant to Rule 17a-7 under the Act amounting to
$788,505,000 and $785,600,000, respectively.

GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.

(5) SUBSEQUENT EVENT

Effective November 17, 1995 the Fund added an additional class of shares called
Cash II Shares.

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

To the Shareholders and Board of Trustees of
FEDERATED MUNICIPAL TRUST
(Florida Municipal Cash Trust):

We have audited the accompanying statement of assets and liabilities of Florida
Municipal Cash Trust (an investment portfolio of Federated Municipal Trust, a
Massachusetts business trust), including the schedule of portfolio investments,
as of October 31, 1995, the related statement of operations for the year then
ended, and the statement of changes in net assets and the financial highlights
(see page 15 of the prospectus) for the periods presented. These financial
statements and financial highlights are the responsibility of the Trust's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Florida Municipal Cash Trust (an investment portfolio of Federated Municipal
Trust) as of October 31, 1995, the results of its operations for the year then
ended, and the changes in its net assets and the financial highlights for the
periods presented, in conformity with generally accepted accounting principles.

                                                            ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
December 15, 1995

ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                 <C>                                                    <C>
Florida Municipal Cash Trust
                    Cash II Shares                                         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 8600
                                                                           Boston, MA 02266-8600
- ---------------------------------------------------------------------------------------------------------------------

Transfer Agent and Dividend Disbursing Agent
                    Federated Services Company                             P.O. Box 8600
                                                                           Boston, MA 02266-8600
- ---------------------------------------------------------------------------------------------------------------------

Independent Public Accountants
                    Arthur Andersen LLP                                    2100 One PPG Place
                                                                           Pittsburgh, PA 15222
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>


FLORIDA MUNICIPAL
CASH TRUST
CASH II SHARES
PROSPECTUS

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

Prospectus dated December 31, 1995

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

      FEDERATED INVESTORS TOWER
      PITTSBURGH, PENNSYLVANIA 15222-3779
      CUSIP 314229683
      G00537-02-CII (12/95)



- --------------------------------------------------------------------------------
FLORIDA MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SHARES
PROSPECTUS

The Institutional Shares of Florida 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  primarily  in  short-term  Florida municipal
securities, including securities of states, territories, and possessions of  the
United  States which are not issued by or on behalf of Florida, or its political
subdivisions and financing  authorities, but  which provide  income exempt  from
federal  regular  income tax  and  which will  enable  the Fund  to  maintain an
investment portfolio that will  cause its shares to  be exempt from the  Florida
intangibles tax consistent with stability of principal and liquidity.

THE  SHARES OFFERED BY  THIS PROSPECTUS ARE  NOT DEPOSITS OR  OBLIGATIONS OF ANY
BANK, ARE  NOT  ENDORSED OR  GUARANTEED  BY ANY  BANK  AND ARE  NOT  INSURED  OR
GUARANTEED  BY THE U.S.  GOVERNMENT, THE FEDERAL  DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY  OTHER GOVERNMENT AGENCY. INVESTMENT IN  THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE FUND
ATTEMPTS  TO MAINTAIN A STABLE NET ASSET VALUE  OF $1.00 PER SHARE; THERE CAN BE
NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

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

The Fund has also filed a Statement of Additional Information dated December 31,
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,
or a  paper  copy of  this  prospectus, if  you  have received  your  prospectus
electronically,  free  of  charge  by calling  1-800-235-4669.  To  obtain other
information, or make inquiries about the  Fund, contact the Fund at the  address
listed in the back of this prospectus.

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

Prospectus dated December 31, 1995

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S>                                      <C>
SUMMARY OF FUND EXPENSES                         1
- --------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SHARES                                         2
- --------------------------------------------------
GENERAL INFORMATION                              3
- --------------------------------------------------
INVESTMENT INFORMATION                           3
- --------------------------------------------------
  Investment Objective                           3
  Investment Policies                            3
  Florida Municipal Securities                   6
  Investment Risks                               6
  Non-Diversification                            7
  Investment Limitations                         7

FUND INFORMATION                                 7
- --------------------------------------------------
  Management of the Fund                         7
  Distribution of Institutional Shares           8
  Administration of the Fund                     9

NET ASSET VALUE                                  9
- --------------------------------------------------
HOW TO PURCHASE SHARES                          10
- --------------------------------------------------
  Special Purchase Features                     10

HOW TO REDEEM SHARES                            11
- --------------------------------------------------
  Special Redemption Features                   12

ACCOUNT AND SHARE INFORMATION                   12
- --------------------------------------------------
TAX INFORMATION                                 13
- --------------------------------------------------
  Federal Income Tax                            13
  State and Local Taxes                         14
  Florida Intangibles Tax                       14
  Florida State Municipal Taxation              14

OTHER CLASSES OF SHARES                         14
- --------------------------------------------------
PERFORMANCE INFORMATION                         15
- --------------------------------------------------
FINANCIAL STATEMENTS                            16
- --------------------------------------------------
REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                   28
- --------------------------------------------------
ADDRESSES                                       29
- --------------------------------------------------
</TABLE>


                                       I

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

<CAPTION>

                                         ANNUAL OPERATING EXPENSES
                                  (As a percentage of average net assets)
<S>                                                                                     <C>        <C>
Management Fee (after waiver) (1)................................................................      0.00%
12b-1 Fee (2)....................................................................................      0.00%
Total Other Expenses.............................................................................      0.49%
  Shareholder Services Fee (after waiver) (3).........................................      0.20%
        Total Operating Expenses (4).............................................................      0.49%
</TABLE>


(1)  The management fee has been reduced  to reflect the voluntary waiver of the
    management fee. The adviser can terminate this voluntary waiver at any  time
    at its sole discretion. The maximum management fee is 0.40%.

(2) The Fund has no present intention of paying or accruing the 12b-1 fee during
    the fiscal year ending October 31, 1996. If the Fund were paying or accruing
    the  12b-1 fee, the  Fund would be  able to pay  up to 0.25%  of its average
    daily net assets for the 12b-1 fee. See "Fund Information".

(3) The maximum shareholder services fee is 0.25%.

(4) The  total operating  expenses in  the  table above  are based  on  expenses
    expected during the fiscal year ending October 31, 1996. The total operating
    expenses  were 0.45% for  the fiscal year  ended October 31,  1995 and would
    have been 0.87% absent the voluntary waivers of a portion of the  management
    fee and a portion of the shareholder services fee.

    The  purpose of  this table  is to assist  an investor  in understanding the
various costs and  expenses that  a shareholder of  the Fund  will bear,  either
directly  or indirectly. For more complete descriptions of the various costs and
expenses, see  "Fund Information."  Wire-transferred  redemptions of  less  than
$5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
EXAMPLE                                                             1 YEAR     3 YEARS    5 YEARS   10 YEARS
- -----------------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                                <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of
each time period.................................................     $5         $16        $27        $62
</TABLE>


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

                                       1

FLORIDA MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 28.
<TABLE>
<CAPTION>
                                                        YEAR ENDED    PERIOD ENDED
                                                       OCTOBER 31,     OCTOBER 31,
                                                           1995          1994(a)
- -----------------------------------------------------  ------------   -------------
<S>                                                    <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD                        $1.00         $1.000
- -----------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------
  Net investment income                                      0.04          0.004
- -----------------------------------------------------
LESS DISTRIBUTIONS
- -----------------------------------------------------
  Distributions from net investment income                  (0.04)        (0.004)
- -----------------------------------------------------  ------------   -------------
NET ASSET VALUE, END OF PERIOD                              $1.00         $1.000
- -----------------------------------------------------  ------------   -------------
                                                       ------------   -------------
TOTAL RETURN (b)                                             3.60%          0.35%
- -----------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------
  Expenses                                                   0.45%          0.28%*
- -----------------------------------------------------
  Net investment income                                      3.58%          3.28%*
- -----------------------------------------------------
  Expense waiver/reimbursement (c)                           0.42%          1.03%*
- -----------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------
  Net assets, end of period (000 omitted)                $153,347        $53,966
- -----------------------------------------------------
</TABLE>


*   Computed on an annualized basis.

(a) Reflects operations for the period from September 21, 1994 (date of  initial
    public  investment) to October  31, 1994. For the  period from September 12,
    1994 (start of business)  to September 21, 1994  the Fund had no  investment
    activity.

(b)  Based  on net  asset  value, which  does not  reflect  the sales  charge or
    contingent deferred sales charge, if applicable.

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

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

                                       2

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 shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of  the date of this prospectus, the Trustees  have
established  two classes  of shares  known as  Institutional Shares  and Cash II
Shares. This prospectus relates only to Institutional Shares of the Fund,  which
are  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 Florida
municipal securities. The Fund may not  be a suitable investment for  retirement
plans or for non-Florida 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 consistent with stability  of principal and liquidity and  to
maintain  an investment portfolio that  will cause its shares  to be exempt from
the Florida 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  complying with  the  various
requirements  of  Rule  2a-7 under  the  Investment  Company Act  of  1940 which
regulates money market  mutual funds  and by following  the investment  policies
described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of Florida
municipal  securities (as  defined below)  maturing in 13  months or  less. As a
matter of  investment  policy,  which  cannot  be  changed  without  shareholder
approval,  the Fund  will invest  so that  at least  80% of  its annual interest
income will be exempt from federal  regular income 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  Florida 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

                                       3

qualified  legal  counsel, exempt  from  federal regular  income  tax. ("Florida
Municipal Securities"). Examples  of Florida Municipal  Securities include,  but
are not limited to:

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

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

    - municipal commercial paper and other short-term notes;

    - variable rate demand notes;

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

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

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

    PARTICIPATION INTERESTS.    The  Fund  may  purchase  interests  in  Florida
    Municipal  Securities  from financial  institutions  such as  commercial and
    investment banks,  savings  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  Florida  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. Lease  obligations may be  subject to periodic  appropriation.
    Municipal  leases  are subject  to certain  specific risks  in the  event of
    default or failure of appropriation.
CREDIT ENHANCEMENT.    Certain  of  the Fund's  acceptable  investments  may  be
credit-enhanced  by a guaranty, letter of  credit, or insurance. Any bankruptcy,
receivership, or  default of  the party  providing the  credit enhancement  will
adversely affect the quality and marketability of the underlying security.

                                       4

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

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

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,  all of comparable quality to other
securities in  which the  Fund invests,  such as:  obligations issued  by or  on
behalf  of municipal or  corporate issuers; 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).

                                       5

Although  the Fund is permitted to make taxable, temporary investments, there is
no current  intention to  do  so. However,  the  interest from  certain  Florida
Municipal Securities is subject to the federal alternative minimum tax.

FLORIDA MUNICIPAL SECURITIES

Florida  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.

Florida  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  Florida 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  Florida  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  Florida  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 Florida
Municipal Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Florida  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
Florida 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 Florida  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.

                                       6

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. These investment limitations
cannot be changed without shareholder approval.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES.  The Fund 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  .40  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

                                       7

    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. With over $72 billion invested across more
    than 260 funds under management  and/or administration by its  subsidiaries,
    as  of December 31, 1994,  Federated Investors is one  of the largest mutual
    fund investment  managers  in  the  United  States.  With  more  than  1,750
    employees,  Federated continues to be led  by the management who founded the
    company in 1955. Federated funds are presently at work in and through  4,000
    financial    institutions   nationwide.   More   than   100,000   investment
    professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes  recognize  that  such  persons  owe  a  fiduciary  duty  to  the   Fund's
shareholders  and  must  place  the  interests  of  shareholders  ahead  of  the
employees' own interest. Among other things, the codes: require preclearance and
periodic  reporting  of  personal  securities  transactions;  prohibit  personal
transactions  in securities  being purchased  or sold,  or being  considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial  public
offerings;  and prohibit taking  profits on securities held  for less than sixty
days. Violations of the codes are subject  to review by the Trustees, and  could
result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SHARES

Federated Securities Corp. is the principal distributor for Institutional 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.

State securities  laws  may  require  certain  financial  institutions  such  as
depository institutions to register as dealers.

DISTRIBUTION  PLAN AND SHAREHOLDER SERVICES.   Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution  Plan"),
the distributor may be paid a fee in an amount computed at an annual rate of .25
of  1% of the  average daily net  assets of Institutional  Shares to finance any
activity which is principally  intended to result in  the sale of  Institutional
Shares  subject to the  Distribution Plan. The  distributor may select financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to  provide sales services or  distribution-related
support services as agents for their clients or customers.

The  Distribution Plan is a  compensation-type Plan. As such,  the Fund makes no
payments to the distributor except as described above. Therefore, the Fund  does
not pay for unreimbursed expenses of the distributor, including amounts expended
by  the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts  expended,
or  the distributor's overhead expenses. However, the distributor may be able to
recover such  amounts  or  may  earn  a profit  from  future  payments  made  by
Institutional Shares under the Distribution Plan.

                                       8

In  addition, the  Fund has entered  into a Shareholder  Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up to .25 of 1% of the average daily net asset  value
of Institutional Shares to obtain certain personal services for shareholders and
the   maintenance  of  shareholder  accounts.  Under  the  Shareholder  Services
Agreement, Federated  Shareholders  Services  will  either  perform  shareholder
services  directly or will select  financial institutions to perform shareholder
services. Financial  institutions will  receive  fees based  upon  Institutional
Shares  owned by their clients or customers.  The schedules of such fees and the
basis upon which such fees will be paid will be determined from time to time  by
the Fund and Federated Shareholder Services.

SUPPLEMENTAL  PAYMENTS TO FINANCIAL INSTITUTIONS.   In addition to payments made
pursuant to the Distribution Plan and Shareholder Services Agreement,  Federated
Securities  Corp. and Federated Shareholder Services, from their own assets, may
pay financial institutions supplemental fees for the performance of  substantial
sales  services, distribution-related support services, or shareholder services.
The support may include sponsoring sales, educational and training seminars  for
their  employees, providing sales literature,  and engineering computer software
programs that emphasize  the attributes  of the  Fund. Such  assistance will  be
predicated  upon the  amount of  shares the  financial institution  sells or may
sell, and/or upon the type and nature of sales or marketing support furnished by
the  financial  institution.  Any  payments  made  by  the  distributor  may  be
reimbursed by the Fund's investment adviser or its affiliates.

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


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

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

The Fund attempts to stabilize the  net asset value of its Institutional  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.

                                       9

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, Monday  through Friday, except  on New  Year's Day, Presidents'
Day, Good Friday, Memorial Day,  Independence Day, Labor Day, Thanksgiving  Day,
and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

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  is  open for  business. Shares  may be  purchased as  described below,
either 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 or  more  within a  90-day  period. 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  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 purchase
shares through a  financial institution  which has  a sales  agreement with  the
distributor.  Orders 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.  Shares may be purchased by wire by calling the  Fund
before  1:00 p.m. (Eastern time). The  order is considered received immediately.
Payment by federal  funds must be  received before 3:00  p.m. (Eastern time)  in
order to begin earning dividends 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: Florida 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. Questions on wire purchases should be directed to your
shareholder services  representative  at the  telephone  number listed  on  your
account statement.

PURCHASING  SHARES BY  CHECK.  Shares  may be  purchased by sending  a check to:
Federated Services  Company, P.O.  Box 8600,  Boston, MA  02266-8600. The  check
should  be  made payable  to  Florida Municipal  Cash  Trust. Please  include an
account number on the check. 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  an Automated Clearing
House ("ACH") member and

                                       10

invested in Fund shares. Shareholders should contact their financial institution
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 dividend. Proceeds  from
redemption  requests received  after that time  include that  day's dividend but
will be  wired the  following business  day. Proceeds  from redemption  requests
received  on  holidays when  wire  transfers are  restricted  will be  wired the
following business day. Questions about telephone redemptions on days when  wire
transfers  are  restricted  should  be  directed  to  your  shareholder services
representative at the telephone number  listed on your account statement.  Under
limited  circumstances,  arrangements  may  be  made  with  the  distributor for
same-day payment  of  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  to:  Federated Services  Company,  P.O. Box  8600,  Boston,  MA
02266-8600.  If  share  certificates  have  been  issued,  they  should  be sent
unendorsed with  the written  request by  registered or  certified mail  to  the
address noted above.
The  written request should state: the Fund  name and the class designation; the
account name as registered with the Fund; the account number; and the number  of
shares to be redeemed or the

                                       11

dollar amount requested. All owners of the account must sign the request exactly
as  the shares  are registered.  Normally, a  check for  the proceeds  is mailed
within one business day, but in no event more than seven days, after the 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 association whose deposits are insured
by an  organization  which is  administered  by the  Federal  Deposit  Insurance
Corporation;  a member firm 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. Shareholder accounts will continue  to
receive the daily dividend declared on the shares to be redeemed until the check
is  presented  to UMB  Bank, N.A.,  the bank  responsible for  administering the
checkwriting program, for payment. However, checks should never be made  payable
or  sent to UMB Bank, N.A. or the Fund  to redeem shares, and a check may not be
written to close an account.

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
institutions or the Fund.

ACCOUNT AND SHARE 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 all
transactions as well as dividends paid during the month.

                                       12

ACCOUNTS WITH LOW BALANCES.  Due to  the high cost of maintaining accounts  with
low  balances, the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account balance  falls below a required minimum value  of
$10,000  due to shareholder redemptions. Before  shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to  purchase
additional shares to meet the minimum requirement.

VOTING  RIGHTS.  Each  shareholder has 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.  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 election of Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A  special meeting shall be  called by the Trustees  upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

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

FEDERAL INCOME TAX

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

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

Shareholders are  not required  to pay  the federal  regular income  tax on  any
dividends  received  from the  Fund that  represent  net interest  on tax-exempt
municipal  bonds.  However,  under  the  Tax  Reform  Act  of  1986,   dividends
representing  net  interest earned  on 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.

                                       13

STATE AND LOCAL TAXES

Income  from the Fund  is not necessarily  free from taxes  in states other than
Florida. Shareholders are urged to consult their own tax advisers regarding  the
status of their accounts under state and local tax laws.

FLORIDA INTANGIBLES TAX

Shareholders  of the Fund that  are subject to the  Florida intangibles tax will
not be required  to include  the value  of their  Fund shares  in their  taxable
intangible  property if all  of the Fund's investments  on the annual assessment
date are obligations that would be exempt from such tax if held directly by such
shareholders, such  as Florida  and U.S.  government obligations.  As  described
earlier,  the  Fund will  normally attempt  to invest  substantially all  of its
assets in  securities  which  are  exempt  from  the  Florida  intangibles  tax.
Accordingly,  the value of  the Fund shares  held by a  shareholder should under
normal circumstances be exempt from the Florida intangibles tax.

However, if the portfolio consists of any assets which are not so exempt on  the
annual  assessment date, only the portion of the shares of the Fund which relate
to securities issued by  the United States and  its possessions and  territories
will  be exempt from the Florida intangibles  tax, even if they partly relate to
Florida tax exempt securities.

FLORIDA STATE MUNICIPAL TAXATION

In a majority of states that have an income tax, dividends paid by a mutual fund
attributable to investments  in a particular  state's municipal obligations  are
exempt  from both federal and such state's  income tax. If Florida were to adopt
an income  tax in  the future,  and assuming  that its  income tax  policy  with
respect  to  mutual  funds  investing  in  Florida  state  and  local  municipal
obligations would  be  similar  to  the general  tax  policy  of  other  states,
dividends  paid by  the Fund would  be exempt  from Florida state  income tax. A
constitutional amendment  approved by  referendum would  be required  before  an
individual tax could be imposed.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The  Fund also  offers another class  of shares  called Cash II  Shares. Cash II
Shares are sold at  net asset value primarily  to retail customers of  financial
institutions  and are subject to a minimum  initial investment of $10,000 over a
90-day period.

All classes are subject to certain of the same expenses.

Cash II Shares are distributed under a  12b-1 Plan adopted by the Fund and  also
are subject to shareholder services fees.

Expense differences between classes may affect the performance of each class.

To  obtain more information and a prospectus  for any other class, investors may
call 1-800-235-4669.

                                       14

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

From time to time, the Fund advertises its total return, yield, effective yield,
and tax-equivalent yield for shares. The performance figures will be  calculated
separately for each class of shares.

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.

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 the
Fund's performance to certain indices.

                                       15

FLORIDA MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                        CREDIT
    AMOUNT                                                                         RATING*       VALUE
- --------------     ------------------------------------------------------------    -------    ------------
<C>                <S>                                                             <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--99.4%
- -------------------------------------------------------------------------------
                   FLORDIA--96.4%
                   ------------------------------------------------------------
$2,400,000         Alachua County, FL Health Facilities Authority, Health
                   Facility Revenue Bonds (Series 1991) Weekly VRDNs (North
                   Florida Retirement Village)/(Kredietbank, N.V., Brussels
                   LOC)                                                              A-1      $  2,400,000
                   ------------------------------------------------------------
   780,000         Broward County, FL Health Facility Authority, Revenue Bonds
                   Weekly VRDNs (John Knox Village of Florida)/(First Union
                   National Bank, Charlotte, N.C. LOC)                               P-1           780,000
                   ------------------------------------------------------------
 8,000,000         Charlotte County, FL School District, TANS (Series 1995),
                   3.90% TANs, 6/30/1996                                            MIG1         8,007,668
                   ------------------------------------------------------------
 3,000,000         Clay County, FL Development Authority, IDRB (Series 1994)
                   Weekly VRDNs (Carlisle Corporation Project)/(Trust Company
                   Bank, Atlanta LOC)                                                P-1         3,000,000
                   ------------------------------------------------------------
 2,000,000         Dade County, FL IDA, IDRB (Series 1995) Weekly VRDNs (June
                   Leasing Co. Project (FL))/(First Union National Bank of
                   Florida LOC)                                                      A-1         2,000,000
                   ------------------------------------------------------------
11,500,000         Dade County, FL Water & Sewer System Weekly VRDNs (FGIC
                   INS)/(Industrial Bank of Japan Ltd., Tokyo LIQ)                   A-1        11,500,000
                   ------------------------------------------------------------
 4,000,000         Florida Municipal Loan Council, (Series 1985-1), 3.90% CP
                   (Florida League of Cities)/(Sumitomo Bank Ltd., Osaka LOC),
                   Mandatory Tender 12/1/1995                                        A-1         4,000,000
                   ------------------------------------------------------------
 5,375,000         Florida State Board of Education Administration, (CR55D),
                   4.00% TOBs (Citibank NA, New York LIQ), Optional Tender
                   12/1/1995                                                         AA          5,375,000
                   ------------------------------------------------------------
 6,000,000         Greater Orlando (FL) Aviation Authority, Airport Facilities
                   Subordinated CP Notes (Series B), 3.90% CP, Mandatory Tender
                   11/28/1995                                                        P-1         6,000,000
                   ------------------------------------------------------------
</TABLE>


                                       16

FLORIDA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                        CREDIT
    AMOUNT                                                                         RATING*       VALUE
- --------------     ------------------------------------------------------------    -------    ------------
<C>                <S>                                                             <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------------
                   FLORIDA--CONTINUED
                   ------------------------------------------------------------
$3,000,000         Hillsborough County, FL Aviation Authority, Bond
                   Anticipation Commercial Paper Notes, 3.85% CP (Tampa
                   International Airport)/(National Westminster Bank, PLC,
                   London LOC), Mandatory Tender 12/7/1995                          A-1+      $  3,000,000
                   ------------------------------------------------------------
 2,000,000         Hillsborough County, FL IDA Weekly VRDNs (Ringhager
                   Equipment Co.)/(Mellon Bank NA, Pittsburgh LOC)                   P-1         2,000,000
                   ------------------------------------------------------------
 2,300,000         Hillsborough County, FL IDA, (Series 1992) Weekly VRDNs
                   (SIFCO Turbine Component Service)/(National City Bank,
                   Cleveland, OH LOC)                                                P-1         2,300,000
                   ------------------------------------------------------------
 2,250,000         Indian River County School District, FL, TANS (Series 1995),
                   4.00% TANs, 6/30/1996                                             NR          2,252,780
                   ------------------------------------------------------------
 1,100,000         Jacksonville, FL Weekly VRDNs (Metal Sales)/(National City
                   Bank, Kentucky LOC)                                               P-1         1,100,000
                   ------------------------------------------------------------
 1,000,000         Jacksonville, FL, Hospital Revenue Bonds (Series 1989)
                   Weekly VRDNs (Baptist Medical Center, AL)/(First Union
                   National Bank, Charlotte, N.C. LOC)                              VMIG1        1,000,000
                   ------------------------------------------------------------
 4,300,000         Key West, FL Community Redevelopment Authority Weekly VRDNs
                   (Pier House Joint Venture)/(PNC Bank, N.A. LOC)                   P-1         4,300,000
                   ------------------------------------------------------------
 4,000,000         Lake Shore, FL Hospital Authority, Health Facilities Revenue
                   Bonds (Series 1991) Weekly VRDNs (Lake Shore
                   Hospital)/(Kredietbank N.V., Brussels LOC)                        P-1         4,000,000
                   ------------------------------------------------------------
 2,860,000         Lee County, FL IDA, (Series 1985) Weekly VRDNs (Christian &
                   Missionary Alliance Foundation)/(Banque Paribas, Paris LOC)       P-1         2,860,000
                   ------------------------------------------------------------
 1,000,000         Lee County, FL IDA, Health Care Facilities Revenue Bonds
                   Weekly VRDNs (Hope Hospice Project)/(Sun Bank NA, Orlando
                   LOC)                                                             VMIG1        1,000,000
                   ------------------------------------------------------------
</TABLE>


                                       17

FLORIDA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                        CREDIT
    AMOUNT                                                                         RATING*       VALUE
- --------------     ------------------------------------------------------------    -------    ------------
<C>                <S>                                                             <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------------
                   FLORIDA--CONTINUED
                   ------------------------------------------------------------
$1,000,000         Lee County, FL IDA, IDRB (Series 1994) Weekly VRDNs (Baader
                   North America Corporation)/(Deutsche Bank, AG LOC)               VMIG1     $  1,000,000
                   ------------------------------------------------------------
   300,000         Manatee County, FL HFA Weekly VRDNs (Carriage Club)/(Mellon
                   Bank NA, Pittsburgh LOC)                                         VMIG1          300,000
                   ------------------------------------------------------------
 1,000,000         Marion County, FL Health Facility Authority, Floating Rate
                   Demand Multifamily Revenue Bonds (1985 Series F) Weekly
                   VRDNs (Paddock Place Project)/(Trust Company Bank, Atlanta
                   LOC)                                                              A-1         1,000,000
                   ------------------------------------------------------------
 3,250,000         Marion County, FL IDA, IDRB (Series 1989) Weekly VRDNs
                   (Charter Springs Hospital, Inc.)/(Bankers Trust Co., New
                   York LOC)                                                         A-1         3,250,000
                   ------------------------------------------------------------
 4,500,000         Martin County, FL School District, District Operating
                   Millage Tax Anticipation Notes (Series 1995), 4.25% TANs,
                   6/8/1996                                                          NR          4,510,414
                   ------------------------------------------------------------
 4,000,000         Miami, FL, TANS, (Series 1995), 4.50% TANs, 9/27/1996            SP-1+        4,024,380
                   ------------------------------------------------------------
 2,000,000         Ocean Highway and Port Authority, Adjustable Demand Revenue
                   Bonds (Series 1990) Weekly VRDNs (ABN AMRO Bank N.V.,
                   Amsterdam LOC)                                                    Aa1         2,000,000
                   ------------------------------------------------------------
 2,000,000         Orange County, FL HFA, Multifamily Housing Revenue Bonds
                   Weekly VRDNs (Sutton Place Ltd. Project)/(Nationsbank of
                   Maryland, N.A. LOC)                                              A-1+         2,000,000
                   ------------------------------------------------------------
 8,000,000         Orange County, FL School District, TANS (Series 1995), 4.50%
                   TANs, 10/16/1996                                                 SP-1+        8,051,563
                   ------------------------------------------------------------
 1,000,000         Orange County, FL, Health Facilities Authority Weekly VRDNs
                   (Mayflower Retirement Community)/(Rabobank Nederland,
                   Utrecht LOC)                                                      A-1         1,000,000
                   ------------------------------------------------------------
 4,500,000         Palm Beach County, FL, Variable Rate Demand Revenue Bonds,
                   (Series 1995) Weekly VRDNs (Norton Gallery and School of
                   Art, Inc. Project)/(Northern Trust Co., Chicago, IL LOC)          AA-         4,500,000
                   ------------------------------------------------------------
</TABLE>


                                       18

FLORIDA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                        CREDIT
    AMOUNT                                                                         RATING*       VALUE
- --------------     ------------------------------------------------------------    -------    ------------
<C>                <S>                                                             <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------------
                   FLORIDA--CONTINUED
                   ------------------------------------------------------------
$5,500,000         Pasco County, FL School District, TANS (Series 1995), 3.90%
                   TANs, 6/30/1996                                                  MIG1      $  5,503,535
                   ------------------------------------------------------------
 3,500,000         Pinellas County Industry Council, FL, IDRB (Series 1994)
                   Weekly VRDNs (Genca Corporation Project)/(PNC Bank, Ohio,
                   N.A. LOC)                                                         A-1         3,500,000
                   ------------------------------------------------------------
 1,700,000         Pinellas County, FL Health Facility Authority Daily VRDNs
                   (Chemical Bank, New York LOC)                                     A-1         1,700,000
                   ------------------------------------------------------------
 1,000,000         Pinellas County, FL Health Facility Authority, (Series 1987)
                   Weekly VRDNs (St. Mark Village Project)/(Nationsbank of
                   Florida, N.A. LOC)                                                A-1         1,000,000
                   ------------------------------------------------------------
 3,200,000         Pinellas County, FL Health Facility Authority, Single Family
                   Mortgage Revenue Bonds (Series PA-92) Weekly VRDNs (GNMA
                   COL)(Merrill Lynch Capital Services, Inc. LIQ)                   A-1+         3,200,000
                   ------------------------------------------------------------
 3,800,000         Sarasota County, FL IDRB, (Series 1994) Monthly VRDNs
                   (Resource Recovery Systems of Sarasota Project)/(Fleet
                   National Bank, Providence R.I. LOC)                               A-1         3,800,000
                   ------------------------------------------------------------
 4,800,000         Seminole County, FL Health Facility Authority IDA, (Series
                   1991) Weekly VRDNs (Florida Living Nursing Center)/(Barnett
                   Bank of Central Florida, Orlando LOC)                            VMIG1        4,800,000
                   ------------------------------------------------------------
 4,500,000         Southeast Volusia Hospital District, Revenue Bonds (Series
                   1995) Weekly VRDNs (Bert Fish Medical Center (FL))/(South
                   Trust Bank of Alabama, Birmingham LOC)                            A-1         4,500,000
                   ------------------------------------------------------------
 4,000,000         St. Lucie County, FL PCR, (Series 94A), 3.70% CP (Florida
                   Power & Light Co.), Mandatory Tender 11/21/1995                   A-1         4,000,000
                   ------------------------------------------------------------
   845,000         St. Lucie County, FL, IDR Bonds (Series 1985) Weekly VRDNs
                   (Savannahs Hospital)/(Nationsbank of Georgia, N.A. LOC)           P-1           845,000
                   ------------------------------------------------------------
</TABLE>


                                       19

FLORIDA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                        CREDIT
    AMOUNT                                                                         RATING*       VALUE
- --------------     ------------------------------------------------------------    -------    ------------
<C>                <S>                                                             <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------------
                   FLORIDA--CONTINUED
                   ------------------------------------------------------------
$1,450,000         Sumter County, FL IDA Weekly VRDNs (Great Southern Wood of
                   Florida)/(South Trust Bank of Alabama, Birmingham LOC)           VMIG1     $  1,450,000
                   ------------------------------------------------------------
 7,500,000         Suwannee County, FL, (Series 1989) Weekly VRDNs (Advent
                   Christian Village Project)/(Barnett Bank of Jacksonville
                   LOC)                                                             VMIG1        7,500,000
                   ------------------------------------------------------------
 4,000,000         Titusville, FL, Multi-Purpose Revenue Bonds, Installment
                   1995A Weekly VRDNs (Banque Paribas, Paris LOC)                   VMIG1        4,000,000
                   ------------------------------------------------------------
 1,675,000         Volusia County, FL IDA Weekly VRDNs (Crane Cams)/(First
                   Interstate Bank of Arizona, NA LOC)                               P-1         1,675,000
                   ------------------------------------------------------------
 1,900,000         Volusia County, FL IDA, (Series 1994) Weekly VRDNs (Southern
                   States Utilities, Inc.)/(Sun Bank NA, Orlando LOC)               VMIG1        1,900,000
                   ------------------------------------------------------------               ------------
                       Total                                                                   147,885,340
                   ------------------------------------------------------------               ------------
                   ALABAMA--2.3%
                   ------------------------------------------------------------
 3,500,000         Mobile, AL IDB, (1994 Series A), 4.05% TOBs (International
                   Paper Co.), Mandatory Tender 12/1/1995                            A-2         3,500,138
                   ------------------------------------------------------------               ------------
                   PUERTO RICO--0.7%
                   ------------------------------------------------------------
 1,000,000         Puerto Rico Government Development Bank Weekly VRDNs (Credit
                   Suisse, Zurich LOC)                                              A-1+         1,000,000
                   ------------------------------------------------------------               ------------
                     TOTAL INVESTMENTS, (AT AMORTIZED COST)(a)                                $152,385,478
                   ------------------------------------------------------------               ------------
                                                                                              ------------
</TABLE>


Securities  that are subject  to Alternative Minimum Tax  represent 22.5% of the
portfolio as calculated based upon total portfolio market value.

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

  (a) Also represents cost for federal tax purposes.

Note: The categories of  investments are  shown as  a percentage  of net  assets
      ($153,346,518) at October 31, 1995.

                                       20

FLORIDA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronym(s) are used throughout this portfolio:

COL    --Collateralized
CP     --Commercial Paper
FGIC   --Financial Guaranty Insurance Company
GNMA   --Government National Mortgage Association
HFA    --Housing Finance Authority
IDA    --Industrial Development Authority
IDB    --Industrial Development Bond
IDR    --Industrial Development Revenue
IDRB   --Industrial Development Revenue Bond
INS    --Insured
LIQ    --Liquidity Agreement
LOC    --Letter of Credit
PCR    --Pollution Control Revenue
PLC    --Public Limited Company
TANs   --Tax Anticipation Notes
TOBs   --Tender Option Bonds
VRDNs  --Variable Rate Demand Notes

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

                                       21

FLORIDA MUNICIPAL CASH TRUST

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                       <C>       <C>
ASSETS:
- ------------------------------------------------------------------
Total investments in securities, at amortized cost and value        $152,385,478
- ------------------------------------------------------------------
Cash                                                                     344,475
- ------------------------------------------------------------------
Income receivable                                                        855,048
- ------------------------------------------------------------------
Deferred expenses                                                         32,212
- ------------------------------------------------------------------  ------------
    Total assets                                                     153,617,213
- ------------------------------------------------------------------
LIABILITIES:
- ------------------------------------------------------------------
Income distribution payable                               $202,994
- --------------------------------------------------------
Accrued expenses                                            67,701
- --------------------------------------------------------  --------
    Total liabilities                                                    270,695
- ------------------------------------------------------------------  ------------
NET ASSETS for 153,346,518 shares outstanding                       $153,346,518
- ------------------------------------------------------------------  ------------
                                                                    ------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- ------------------------------------------------------------------
$153,346,518  DIVIDED BY 153,346,518 shares outstanding             $       1.00
- ------------------------------------------------------------------  ------------
                                                                    ------------
</TABLE>


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

                                       22

FLORIDA MUNICIPAL CASH TRUST

STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                            <C>        <C>         <C>
INVESTMENT INCOME:
- --------------------------------------------------------------------
Interest                                                              $5,271,986
- --------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------
Investment advisory fee                                   $  522,992
- --------------------------------------------------------
Administrative personnel and services fee                    125,000
- --------------------------------------------------------
Custodian fees                                                27,209
- --------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses      12,115
- --------------------------------------------------------
Directors'/Trustees' fees                                      1,280
- --------------------------------------------------------
Auditing fees                                                  9,750
- --------------------------------------------------------
Legal fees                                                     2,290
- --------------------------------------------------------
Portfolio accounting fees                                     39,547
- --------------------------------------------------------
Shareholder services fee                                     326,870
- --------------------------------------------------------
Share registration costs                                      35,917
- --------------------------------------------------------
Printing and postage                                          20,880
- --------------------------------------------------------
Insurance premiums                                             5,295
- --------------------------------------------------------
Miscellaneous                                                  2,341
- --------------------------------------------------------  ----------
    Total expenses                                         1,131,486
- --------------------------------------------------------
Waivers--
- ---------------------------------------------
  Waiver of investment advisory fee            $(480,076)
- ---------------------------------------------
  Waiver of shareholder services fee             (62,831)
- ---------------------------------------------  ---------
    Total waivers                                           (542,907)
- --------------------------------------------------------  ----------
      Net expenses                                                       588,579
- --------------------------------------------------------------------  ----------
        Net investment income                                         $4,683,407
- --------------------------------------------------------------------  ----------
                                                                      ----------
</TABLE>


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

                                       23

FLORIDA MUNICIPAL CASH TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                      YEAR ENDED          PERIOD ENDED
                                                   OCTOBER 31, 1995    OCTOBER 31, 1994(a)
                                                   -----------------   -------------------
<S>                                                <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
- -------------------------------------------------
OPERATIONS--
- -------------------------------------------------
Net investment income                               $     4,683,407        $    165,156
- -------------------------------------------------  -----------------   -------------------
DISTRIBUTIONS TO SHAREHOLDERS--
- -------------------------------------------------
Distributions from net investment income                 (4,683,407)           (165,156)
- -------------------------------------------------  -----------------   -------------------
SHARE TRANSACTIONS--
- -------------------------------------------------
Proceeds from sale of shares                          1,361,774,097         134,110,437
- -------------------------------------------------
Net asset value of shares issued to shareholders
in payment of distributions declared                      2,166,363              92,846
- -------------------------------------------------
Cost of shares redeemed                              (1,264,560,129)        (80,237,096)
- -------------------------------------------------  -----------------   -------------------
    Change in net assets resulting from share
    transactions                                         99,380,331          53,966,187
- -------------------------------------------------  -----------------   -------------------
        Change in net assets                             99,380,331          53,966,187
- -------------------------------------------------
NET ASSETS:
- -------------------------------------------------
Beginning of period                                      53,966,187           --
- -------------------------------------------------  -----------------   -------------------
End of period                                       $   153,346,518        $ 53,966,187
- -------------------------------------------------  -----------------   -------------------
                                                   -----------------   -------------------
</TABLE>


(a)  For the period from  September 12, 1994 (start  of business) to October 31,
    1994.

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

                                       24

FLORIDA MUNICIPAL CASH TRUST

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------

(1) ORGANIZATION

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

(2) SIGNIFICANT ACCOUNTING POLICIES

The  following  is a  summary  of significant  accounting  policies consistently
followed by  the Fund  in the  preparation of  its financial  statements.  These
policies are in conformity with generally accepted accounting principles.

    INVESTMENT  VALUATIONS--The Fund's use of the amortized cost method to value
    its portfolio securities is in accordance with Rule 2a-7 under the Act.

    INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and  expenses
    are  accrued daily. Bond premium and  discount, if applicable, are amortized
    as  required  by  the  Internal  Revenue  Code,  as  amended  (the  "Code").
    Distributions to shareholders are recorded on the ex-dividend date.

    FEDERAL  TAXES--It is the Fund's policy to comply with the provisions of the
    Code applicable  to  regulated investment  companies  and to  distribute  to
    shareholders  each  year substantially  all of  its income.  Accordingly, no
    provisions for federal tax are necessary.

    WHEN-ISSUED AND  DELAYED  DELIVERY  TRANSACTIONS--The  Fund  may  engage  in
    when-issued  or delayed delivery transactions.  The Fund records when-issued
    securities on  the trade  date and  maintains security  positions such  that
    sufficient  liquid  assets  will  be  available  to  make  payment  for  the
    securities purchased.  Securities  purchased  on a  when-issued  or  delayed
    delivery  basis are marked to market daily and begin earning interest on the
    settlement date.

    CONCENTRATION OF CREDIT RISK--Since the  Fund invests a substantial  portion
    of  its assets in issuers located in  one state, it will be more susceptible
    to factors  adversely  affecting issuers  of  that  state than  would  be  a
    comparable  tax-exempt  mutual fund  that  invests nationally.  In  order to
    reduce the credit risk  associated with such factors,  at October 31,  1995,
    66.4%  of  the securities  in  the portfolio  of  investments are  backed by
    letters of credit or  bond insurance of  various financial institutions  and
    financial  guaranty assurance agencies. The  value of investments insured by
    or supported  (backed) by  a letter  of credit  for any  one institution  or
    agency does not exceed 7.5% of total investments.

                                       25

FLORIDA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

    DEFERRED   EXPENSES--The  costs  incurred  by   the  Fund  with  respect  to
    registration of its shares in its  first fiscal year, excluding the  initial
    expense  of  registering  its  shares,  have  been  deferred  and  are being
    amortized using the straight-line  method over a period  of five years  from
    the Fund's commencement date.

    OTHER--Investment transactions are accounted for on the trade date.

(3) SHARES OF BENEFICIAL INTEREST

The  Declaration of Trust permits  the Trustees to issue  an unlimited number of
full and  fractional  shares of  beneficial  interest (without  par  value).  At
October  31,  1995,  capital paid-in  aggregated  $153,346,518.  Transactions in
shares were as follows:
<TABLE>
<CAPTION>
                                                  YEAR ENDED      PERIOD ENDED OCTOBER
                                               OCTOBER 31, 1995       31, 1994(a)
      ---------------------------------------  ----------------   --------------------
      <S>                                      <C>                <C>
      Shares sold                                1,361,774,097         134,110,437
      ---------------------------------------
      Shares issued to shareholders in
      payment of distributions declared              2,166,363              92,846
      ---------------------------------------
      Shares redeemed                           (1,264,560,129)        (80,237,096)
      ---------------------------------------  ----------------        -----------
        Net change resulting from share
          transactions                              99,380,331          53,966,187
      ---------------------------------------  ----------------        -----------
                                               ----------------        -----------
</TABLE>


(a) For the period from  September 12, 1994 (start  of business) to October  31,
    1994.

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT  ADVISORY FEE--Federated  Management, the  Fund's investment adviser,
(the "Adviser"), receives  for its  services an annual  investment advisory  fee
equal  to .40  of 1%  of the Fund's  average daily  net assets.  The Adviser may
voluntarily choose to  waive any  portion of  its fee  and/or reimburse  certain
operating  expenses  of  the Fund.  The  Adviser  can modify  or  terminate this
voluntary waiver and/or reimbursement at any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services, under the  Administrative
Services   Agreement,  provides  the  Fund  with  administrative  personnel  and
services. This fee is based on the  level of average aggregate daily net  assets
of  all funds advised by subsidiaries of Federated Investors for the period. The
administrative fee received  during the  period of  the Administrative  Services
Agreement  shall  be  at  least  $125,000 per  portfolio  and  $30,000  per each
additional class of shares.

DISTRIBUTION SERVICES FEE--The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will
compensate Federated Securities Corp.  ("FSC"), the principal distributor,  from
the  net assets of the Fund to finance activities intended to result in the sale
of the Fund's  shares. The Plan  provides that the  Fund may incur  distribution

                                       26

FLORIDA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
expenses  up to .25  of 1% of the  average daily net assets  of the Fund shares,
annually, to compensate FSC.

SHAREHOLDER SERVICES FEE--Under  the terms of  a Shareholder Services  Agreement
with  Federated Shareholder Services ("FSS"), the Fund will pay FSS up to .25 of
1% of average daily net assets of the Fund for the period. This fee is to obtain
certain services for shareholders and to maintain shareholder accounts. FSS  may
voluntarily  choose to waive a portion of  its fees. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion.

TRANSFER AGENT  AND  DIVIDEND  DISBURSING  AGENT  FEES  AND  EXPENSES--Federated
Services  Company ("FServ") serves as transfer and dividend disbursing agent for
the Fund.  This fee  is based  on the  size, type,  and number  of accounts  and
transactions made by shareholders.

PORTFOLIO  ACCOUNTING FEES--FServ  maintains the  Fund's accounting  records for
which it receives a  fee. The fee is  based on the level  of the Fund's  average
daily net assets for the period, plus out-of-pocket expenses.

ORGANIZATIONAL EXPENSES--Organizational expenses of $15,374 were borne initially
by  the  Adviser.  The  Fund  has  agreed  to  reimburse  the  Adviser  for  the
organizational expenses  during the  five year  period following  the  effective
date.  For the period ended  October 31, 1995, the  Fund paid $1,110 pursuant to
this agreement.

INTERFUND TRANSACTIONS--During the year ended October 31, 1995, the Fund engaged
in purchase and  sale transactions  with funds  that have  a common  investment,
common  Directors/Trustees, and/or common Officers. These transactions were made
at current  market value  pursuant to  Rule  17a-7 under  the Act  amounting  to
$788,505,000 and $785,600,000, respectively.

GENERAL--Certain  of the  Officers and  Trustees of  the Trust  are Officers and
Directors or Trustees of the above companies.
(5) SUBSEQUENT EVENT

Effective November 17, 1995 the Fund added an additional class of shares  called
Cash II Shares.

                                       27

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholders and Board of Trustees of
FEDERATED MUNICIPAL TRUST
(Florida Municipal Cash Trust):

We  have audited the accompanying statement of assets and liabilities of Florida
Municipal Cash Trust (an  investment portfolio of  Federated Municipal Trust,  a
Massachusetts  business trust), including the schedule of portfolio investments,
as of October 31, 1995,  the related statement of  operations for the year  then
ended,  and the statement of changes in  net assets and the financial highlights
(see page  2 of  the  prospectus) for  the  periods presented.  These  financial
statements  and  financial  highlights  are the  responsibility  of  the Trust's
management. Our  responsibility is  to  express an  opinion on  these  financial
statements and financial highlights based on our audits.

We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable  assurance  about  whether  the  financial  statements  and financial
highlights are free of material misstatement. An audit includes examining, on  a
test  basis, evidence  supporting the amounts  and disclosures  in the financial
statements. Our  procedures  included confirmation  of  securities owned  as  of
October  31, 1995, by correspondence with  the custodian. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the  financial statements and  financial highlights referred  to
above  present  fairly,  in all  material  respects, the  financial  position of
Florida Municipal Cash  Trust (an  investment portfolio  of Federated  Municipal
Trust)  as of October 31, 1995, the results  of its operations for the year then
ended, and the changes in  its net assets and  the financial highlights for  the
periods presented, in conformity with generally accepted accounting principles.

                                          ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
December 15, 1995

                                       28

ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                   <C>
Florida Municipal Cash Trust
              Institutional Shares                    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 8600
                                                      Boston, MA 02266-8600
- --------------------------------------------------------------------------------

Transfer Agent and Dividend Disbursing Agent
              Federated Services Company              P.O. Box 8600
                                                      Boston, MA 02266-8600
- --------------------------------------------------------------------------------

Independent Public Accountants
              Arthur Andersen LLP                     2100 One PPG Place
                                                      Pittsburgh, PA 15222
- --------------------------------------------------------------------------------
</TABLE>


                                       29


- --------------------------------------------------------------------------------
                                                     FLORIDA MUNICIPAL
                                                     CASH TRUST
                                                     INSTITUTIONAL SHARES

                                                     PROSPECTUS
                                                     A Non-Diversified
                                                     Portfolio of
                                                     Federated Municipal
                                                     Trust,
                                                     an Open-End Management
                                                     Investment Company
                                                     Prospectus dated December
                                                     31, 1995

[FEDERATED SECURITIES CORP. LOGO]
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           Cusip 314229758
           005392 (12/95)                  [RECYCLED PAPER LOGO]
                                           RECYCLED
                                           PAPER




   


MASSACHUSETTS MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SERVICE SHARES
PROSPECTUS

The Institutional Service Shares of Massachusetts 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 primarily in short-term
Massachusetts municipal securities, including securities of states, territories,
and possessions of the United States which are not issued by or on behalf of
Massachusetts, or its political subdivisions and financing authorities, but
which provide income exempt from federal regular income tax and Massachusetts
state income tax consistent with stability of principal.

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 December 31,
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 or
a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Prospectus dated December 31, 1995

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--
  INSTITUTIONAL SERVICE SHARES                                                 2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
     Acceptable Investments                                                    3
       Variable Rate Demand Notes                                              4
       Participation Interests                                                 4
       Municipal Leases                                                        4
     Credit Enhancement                                                        4
     Demand Features                                                           5
     When-Issued and Delayed
       Delivery Transactions                                                   5
     Restricted and Illiquid Securities                                        5
     Temporary Investments                                                     5
  Massachusetts Municipal Securities                                           6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7

FUND INFORMATION                                                               7
- ------------------------------------------------------

  Management of the Fund                                                       7
     Board of Trustees                                                         7
     Investment Adviser                                                        7
       Advisory Fees                                                           7
       Adviser's Background                                                    7
  Distribution of Institutional
     Service Shares                                                            8
     Shareholder Services                                                      8
     Supplemental Payments to
       Financial Institutions                                                  9
  Administration of the Fund                                                   9
     Administrative Services                                                   9

NET ASSET VALUE                                                                9
- ------------------------------------------------------

HOW TO PURCHASE SHARES                                                        10
- ------------------------------------------------------
     Purchasing Shares Through a
       Financial Institution                                                  10
     Purchasing Shares By Wire                                                10
     Purchasing Shares By Check                                               10
  Special Purchase Features                                                   10
     Systematic Investment Program                                            10

HOW TO REDEEM SHARES                                                          11
- ------------------------------------------------------

     Redeeming Shares Through a
       Financial Institution                                                  11
     Redeeming Shares By Telephone                                            11
     Redeeming Shares By Mail                                                 11
  Special Redemption Features                                                 12
     Check Writing                                                            12
     Debit Card                                                               12
     Systematic Withdrawal Program                                            12

ACCOUNT AND SHARES INFORMATION                                                12
- ------------------------------------------------------

     Dividends                                                                12
     Capital Gains                                                            12
     Certificates and Conformations                                           12
     Accounts with Low Balances                                               12
     Voting Rights                                                            13

TAX INFORMATION                                                               13
- ------------------------------------------------------

  Federal Income Tax                                                          13
  State and Local Taxes                                                       14
     Massachusetts Taxes                                                      14

OTHER CLASSES OF SHARES                                                       14
- ------------------------------------------------------

PERFORMANCE INFORMATION                                                       14
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--
  BAYFUNDS SHARES                                                             16
- ------------------------------------------------------

FINANCIAL STATEMENTS                                                          17
- ------------------------------------------------------

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                      29
- ------------------------------------------------------

ADDRESSES                                                                     30
- ------------------------------------------------------

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                        <C>
                                            INSTITUTIONAL SERVICE SHARES
                                          SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)............................       None
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of offering price).................       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or
  redemption proceeds, as applicable)....................................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable).......................................       None
Exchange Fee.............................................................................................       None

                                             ANNUAL OPERATING EXPENSES
                                      (As a percentage of average net assets)
Management Fee (after waiver) (1)........................................................................       0.30%
12b-1 Fee................................................................................................       None
Total Other Expenses.....................................................................................       0.25%
     Shareholder Services Fee (after waiver) (2).................................................   0.00%
          Total Operating Expenses (3)...................................................................       0.55%
</TABLE>


(1) The management fee has been reduced to reflect the voluntary waiver of a
    portion of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.50%.

(2) The maximum shareholder services fee is 0.25%.

(3) The total operating expenses would have been 1.00% absent the voluntary
    waivers of a portion of the management fee and the shareholder services fee.

The purpose of this table is to assist an investor in understanding the various
costs and expenses that a shareholder of Institutional Services Shares of the
Fund will bear, either directly or indirectly. For more complete descriptions of
the various costs and expenses, see "Fund Information". Wire-transferred
redemptions of less than $5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
EXAMPLE:                                                                  1 YEAR         3 YEARS        5 YEARS       10 YEARS
<S>                                                                      <C>            <C>            <C>            <C>
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time
period...............................................................    $       6      $      18      $      31      $      69
</TABLE>


THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.


MASSACHUSETTS MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 29.
<TABLE>
<CAPTION>
                                                                                 YEAR ENDED OCTOBER 31,
<S>                                                          <C>        <C>        <C>        <C>        <C>        <C>
                                                              1995       1994       1993       1992       1991      1990(A)
NET ASSET VALUE, BEGINNING OF PERIOD                        $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00
- ----------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------
     Net investment income                                       0.03       0.02       0.02       0.03       0.05       0.03
- ----------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------
     Dividends from net investment income                       (0.03)     (0.02)     (0.02)     (0.03)     (0.05)     (0.03)
- ----------------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                              $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00
- ----------------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN (B)                                                 3.34%      2.14%      1.99%      2.87%      4.63%      2.59%
- ----------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------
     Expenses                                                    0.55%      0.55%      0.53%      0.34%      0.30%      0.17%*
- ----------------------------------------------------------
     Net investment income                                       3.30%      2.12%      1.97%      2.82%      4.48%      5.66%*
- ----------------------------------------------------------
     Expense waiver/reimbursement (c)                            0.45%      0.35%      0.43%      0.55%      0.69%      0.57%*
- ----------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------
     Net assets, end of period (000 omitted)                  $99,628    $90,013    $84,524    $85,570     $81,681   $63,483
- ----------------------------------------------------------
</TABLE>


  * Computed on an annualized basis.

 (a) Reflects operations for the period from May 18, 1990 (date of initial
     public investment) to October 31, 1990.

 (b) Based on net asset value which does not reflect sales charge or contingent
     deferred sales charge, if applicable.

 (c) This voluntary expense decrease is reflected in both the expense and net
     investment income ratios shown above.

(See Notes which are an integral part of the Financial Statements)


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 shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Institutional Service Shares and
BayFunds Shares. This prospectus relates only to Institutional Service Shares of
the Fund, which are designed primarily for financial institutions acting in an
agency capacity as a convenient means of accumulating an interest in a
professionally managed, non-diversified portfolio investing primarily in
short-term Massachusetts municipal securities. The Fund may not be a suitable
investment for retirement plans or for non-Massachusetts taxpayers because it
invests in municipal securities of that state. A minimum initial investment of
$25,000 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 Massachusetts state income tax consistent with stability
of principal. 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 complying with the various requirements of
Rule 2a-7 under the Investment Company Act of 1940 which regulates money market
funds and by following the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
Massachusetts 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 Massachusetts state income 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 Massachusetts 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 Massachusetts state income tax imposed upon non-corporate taxpayers
("Massachusetts Municipal Securities"). Examples of Massachusetts Municipal
Securities include, but are not limited to:

       tax and revenue anticipation notes ("TRANs") issued to finance working
       capital needs in anticipation of receiving taxes or other revenues;

       bond anticipation notes ("BANs") that are intended to be refinanced
       through a later issuance of longer-term bonds;

       municipal commercial paper and other short-term notes;

       variable rate demand notes;

       municipal bonds (including bonds having serial maturities and
       pre-refunded bonds) and leases; and

       participation, trust and partnership interests in any of the foregoing
       obligations.

     VARIABLE RATE DEMAND NOTES.  Variable rate demand notes are long-term debt
     instruments that have variable or floating interest rates and provide the
     Fund with the right to tender the security for repurchase at its stated
     principal amount plus accrued interest. Such securities typically bear
     interest at a rate that is intended to cause the securities to trade at
     par. The interest rate may float or be adjusted at regular intervals
     (ranging from daily to annually), and is normally based on a published
     interest rate or interest rate index. Most variable rate demand notes allow
     the Fund to demand the repurchase of the security on not more than seven
     days prior notice. Other notes only permit the Fund to tender the security
     at the time of each interest rate adjustment or at other fixed intervals.
     See "Demand Features." The Fund treats variable rate demand notes as
     maturing on the later of the date of the next interest rate adjustment or
     the date on which the Fund may next tender the security for repurchase.

     PARTICIPATION INTERESTS.  The Fund may purchase interests in Massachusetts
     Municipal Securities from financial institutions such as commercial and
     investment banks, savings 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 Massachusetts
     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. Lease obligations may be subject to periodic appropriation.
     Municipal leases are subject to certain specific risks in the event of
     default or failure of appropriation.

CREDIT ENHANCEMENT.  Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.

The Fund may have more than 25% of its total assets invested in securities
credit-enhanced by banks.

DEMAND FEATURES.  The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period (usually
seven days) following a demand by the Fund. The demand feature may be issued by
the issuer of the underlying securities, a dealer in the securities, or by
another third party, and may not be transferred separately from the underlying
security. The Fund uses these arrangements to provide the Fund with liquidity
and not to protect against changes in the market value of the underlying
securities. The bankruptcy, receivership, or default by the issuer of the demand
feature, or a default on the underlying security or other event that terminates
the demand feature before its exercise, will adversely affect the liquidity of
the underlying security. Demand features that are exercisable even after a
payment default on the underlying security may be treated as a form of credit
enhancement.

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, all of comparable quality
to other securities in which the Fund invests, such as: obligations issued by or
on behalf of municipal or corporate issuers; 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 Massachusetts
Municipal Securities is subject to the federal alternative minimum tax.

MASSACHUSETTS MUNICIPAL SECURITIES

Massachusetts 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.
Massachusetts 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 Massachusetts 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 Massachusetts 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 Massachusetts 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 Massachusetts
Municipal Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Massachusetts 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 Massachusetts 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 Massachusetts 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 up to 15% of the value of total assets to secure such
borrowings. This investment limitation cannot be changed without shareholder
approval.

FUND INFORMATION
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MANAGEMENT OF THE FUND

BOARD OF TRUSTEES.  The Fund 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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES

Federated Securities Corp. is the principal distributor for Institutional
Service 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.

State securities laws may require certain financial institutions such as
depository institutions to register as dealers.

SHAREHOLDER SERVICES.  The Fund has entered into a Shareholder Services
Agreement with Federated Shareholder Services, a subsidiary of Federated
Investors, under which the Fund will make payments up to .25 of 1% of the
average daily net asset value of the Institutional Service Shares, computed at
an annual rate, to obtain certain personal services for shareholders and to
provide the maintenance of shareholder accounts (shareholder services). From
time to time and for such periods as deemed appropriate, the amount stated above
may be reduced voluntarily. Federated Shareholder Services will either perform
shareholder services directly or will select financial institutions to perform
shareholder services. Financial institutions will receive fees based upon shares
owned by their clients or customers. The schedules of such fees and the basis
upon which such fees will be paid will be determined from time to time by the
Fund and Federated Shareholder Services.


SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS.  With respect to Institutional
Service Shares, in addition to payments made pursuant to the Shareholder
Services Agreement, Federated Securities Corp. and Federated Shareholder
Services, from their own assets, may pay financial institutions supplemental
fees for the performance of substantial sales services, distribution-related
support services, or shareholder services. The support may include sponsoring
sales, educational and training seminars for their employees, providing sales
literature, and engineering computer software programs that emphasize the
attributes of the Fund. Such assistance will be predicated upon the amount of
shares the financial institution sells or may sell, and/or upon the type and
nature of sales or marketing support furnished by the financial institution. Any
payments made by the distributor may be reimbursed by the Fund's investment
adviser or its affiliates.

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:
<TABLE>
<CAPTION>

   MAXIMUM FEE         AVERAGE AGGREGATE DAILY NET ASSETS
<S>                <C>
      .15 of 1%                     on the first $250 million
     .125 of 1%                      on the next $250 million
      .10 of 1%                      on the next $250 million
     .075 of 1%           on assets in excess of $750 million
</TABLE>


The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30.000 per each additional class of shares.
Federated Administrative Services may choose voluntarily to waive a portion of
its fee.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The Fund attempts to stabilize the net asset value of Insitutional Service
Shares at $1.00 by valuing the portfolio securities using the amortized cost
method. The net asset value per share is determined by subtracting liabilities
attributable to shares from the value of Fund assets attributable to shares, 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, Monday through Friday, except on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.


HOW TO PURCHASE SHARES
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Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days which the New York Stock Exchange
is open for business. Shares may be purchased as described below, either 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 $25,000 within a
90-day period. 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 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 purchase
shares through a financial institution which has a sales agreement with the
distributor. Orders 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.  Shares may be purchased by wire by calling the Fund
before 1:00 p.m. (Eastern time). The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) in
order to begin earning dividends that same day. Federal funds should be wired as
follows: Federated Services Company, c/o of State Street Bank and Trust Company,
Boston, MA; Attention: EDGEWIRE; For Credit to: Massachusetts Municipal Cash
Trust, Institutional Service Shares; (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. Questions on
wire purchases should be directed to your shareholder services representative at
the telephone number listed on your account statement.

PURCHASING SHARES BY CHECK.  Shares may be purchased by sending a check to:
Federated Services Company, P.O. Box 8600, Boston, MA 02266-8600. The check
should be made payable to Massachusetts Municipal Cash Trust--Institutional
Service Shares. 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 an Automated Clearing
House ("ACH") member and invested in Fund shares. Shareholders should contact
their financial institution 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 dividend. Proceeds from
redemption requests received after that time include that day's dividend but
will be wired the following business day. Proceeds from redemption requests
received on holidays when wire transfers are restricted will be wired the
following business day. Questions about telephone redemptions on days when wire
transfers are restricted should be directed to your shareholder services
representative at the telephone number listed on your account statement. Under
limited circumstances, arrangements may be made with the distributor for
same-day payment of proceeds, without that day's dividend, for redemption
requests received before 2 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 to: Federated Services Company, P.O. Box 8600, Boston, MA
02266-8600. If shares certificates have been issued, they should be sent
unendorsed with the written request by registered or certified mail to the
address noted above.

The written request should state: the Fund name and the class designation; 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. Normally, a check
for the proceeds is mailed within one business day, but in no event
more than seven days, after the 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 association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm 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. The check writing service allows
shareholders to receive the daily dividend declared on the shares to be redeemed
until the check is presented to UMB Bank, N.A., the bank responsible for
administering the check writing program, for payment. However, checks should
never be made payable or sent to UMB Bank, N.A. or the Fund to redeem shares,
and a check may not be written to close an account.

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 $25,000, 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
institutions or the Fund.

ACCOUNT AND SHARE 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 all
transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES.  Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account balance falls below a required minimum value of
$25,000 due to shareholder redemptions. Before shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to
purchase additional shares to meet the minimum requirement.

VOTING RIGHTS.  Each shareholder has one vote in Trustee elections and other
matters submitted to shareholders for vote. All shares of all classes of each
portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. 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 election of Trustees under certain
circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

TAX INFORMATION
- --------------------------------------------------------------------------------

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive the special tax treatment afforded to such companies.

The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Trust's other portfolios will not be combined for tax purposes with those
realized by the Fund.

Shareholders are not required to pay the federal regular income tax on any
dividends received from the Fund that represent net interest on tax-exempt
municipal bonds. However, under the Tax Reform Act of 1986, dividends
representing net interest earned on 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
Massachusetts. Shareholders are urged to consult their own tax advisers
regarding the status of their accounts under state and local tax laws.

MASSACHUSETTS TAXES.  Under existing Massachusetts laws, distributions made by
the Fund will not be subject to Massachusetts personal income taxes to the
extent that such dividends qualify as exempt interest dividends under the
Internal Revenue Code, and represent (i) interest or gain on obligations issued
by the Commonwealth of Massachusetts, its political subdivisions or agencies; or
(ii) interest on obligations of the United States, its territories or
possessions to the extent exempt from taxation by the states pursuant to federal
law. Conversely, to the extent that the distributions made by the Fund are
derived from other types of obligations, such dividends will be subject to
Massachusetts personal income taxes.

Shareholders subject to the Massachusetts corporate excise tax must include all
dividends paid by the Fund in their net income, and the value of their shares of
stock in the Fund in their net worth, when computing the Massachusetts corporate
excise tax.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund also offers another class of shares called BayFunds Shares that are
sold primarily to retail customers of the banking subsidiaries of BayFunds, Inc.
Investments. BayFund Shares are sold at net asset value and are subject to a
Shareholder Services Agreement. Investments in BayFund Shares are subject to a
minimum initial investment of $2,500.

Institutional Service Shares and BayFund Shares are subject to certain of the
same expenses. Expense differences, however, between Institutional Service
Shares and BayFund Shares may affect the performance of each class.

To obtain more information and a prospectus for BayFund Shares, investors may
call 1-800-235-4669.

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From time to time, the Fund advertises its total return, yield, effective yield,
and tax-equivalent yield for shares. The performance figures will be calculated
separately for each class of shares.

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 shares' tax-exempt yield, assuming a specific tax rate.
Total return represents the change, over a specified period of time, in the
value of an investment in the shares 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 the
Fund's performance to certain indices.


MASSACHUSETTS MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--BAYFUNDS SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 29.
<TABLE>
<CAPTION>
                                                                            YEAR ENDED OCTOBER 31,
<S>                                                            <C>                <C>                <C>
                                                                  1995               1994              1993(A)
NET ASSET VALUE, BEGINNING OF PERIOD                            $    1.00          $    1.00          $    1.00
- ----------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------
     Net investment income                                           0.03               0.02               0.01
- ----------------------------------------------------------        -------            -------            -------
LESS DISTRIBUTIONS
- ----------------------------------------------------------
     Distributions from net investment income                       (0.03)             (0.02)             (0.01)
- ----------------------------------------------------------        -------            -------            -------
NET ASSET VALUE, END OF PERIOD                                  $    1.00          $    1.00          $    1.00
- ----------------------------------------------------------        -------            -------            -------
TOTAL RETURN (B)                                                    3.30%              2.05%              1.25%
- ----------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------
     Expenses                                                       0.60%              0.64%               0.65%*
- ----------------------------------------------------------
     Net investment income                                          3.25%              2.09%               1.85%*
- ----------------------------------------------------------
     Expense waiver/reimbursement (c)                               0.45%              0.35%               0.43%*
- ----------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------
     Net assets, end of period (000 omitted)                      $46,580            $41,912            $18,143
- ----------------------------------------------------------
</TABLE>


  * Computed on an annualized basis.

 (a) Reflects operations for the period from March 8, 1993 (date of initial
     public investment) to October 31, 1993.

 (b) Based on net asset value, which does not reflect the sales charge or
     contingent deferred sales charge, if applicable.

 (c) This voluntary expense decrease is reflected in both the expense and net
     investment income ratios shown above.

(See Notes which are an integral part of the Financial Statements)

MASSACHUSETTS MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                                  CREDIT
   AMOUNT                                                                                   RATING*        VALUE
<C>           <S>                                                                         <C>          <C>
- ------------  --------------------------------------------------------------------------  -----------  --------------
SHORT-TERM MUNICIPAL SECURITIES--99.3%
- ----------------------------------------------------------------------------------------
              MASSACHUSETTS--99.3%
              --------------------------------------------------------------------------
$  3,535,000  Attleboro, MA, (Lot A), 4.10% BANs, 12/14/1995                                   NR(3)   $    3,535,408
              --------------------------------------------------------------------------
   2,000,000  Attleboro, MA, (Lot B), 5.25% BANs, 2/14/1996                                    NR(3)        2,000,817
              --------------------------------------------------------------------------
   1,250,000  Attleboro, MA, (Lot B), 5.50% BANs, 2/14/1996                                    NR(3)        1,251,366
              --------------------------------------------------------------------------
   1,500,000  Attleboro, MA, 4.10% BANs, 12/14/1995                                            NR(3)        1,500,347
              --------------------------------------------------------------------------
     620,000  Billerica, MA, LT GO Bonds, 7.25% (MBIA Insurance Corporation INS),
              10/15/1996                                                                       NR(1)          638,493
              --------------------------------------------------------------------------
   2,000,000  Boston, MA Water & Sewer Commission, General Revenue Bonds (1994 Series A)
              Weekly VRDNs (State Street Bank and Trust Co. LOC)                               VMIG1        2,000,000
              --------------------------------------------------------------------------
   5,000,000 (a) Clipper, MA Tax Exempt Trust Weekly VRDNs (State Street Bank and Trust Co.
              LIQ)                                                                             VMIG1        5,000,000
              --------------------------------------------------------------------------
   3,465,000 (a) Clipper, MA Tax Exempt Trust, (Series 1993-1) Weekly VRDNs (State Street
              Bank and Trust Co. LIQ)                                                          VMIG1        3,465,000
              --------------------------------------------------------------------------
   3,000,000  Commonwealth of Massachusetts Weekly VRDNs (AMBAC INS)/(Citibank NA, New
              York LIQ)                                                                        NR(1)        3,000,000
              --------------------------------------------------------------------------
   3,500,000  Commonwealth of Massachusetts, (Series A), 3.75% CP (Union Bank of
              Switzerland, Zurich LIQ), Mandatory Tender 11/8/1995                               P-1        3,500,000
              --------------------------------------------------------------------------
   3,200,000  Framingham, MA IDA Weekly VRDNs (Perini Corp)/(Barclays Bank PLC, London
              LOC)                                                                              A-1+        3,200,000
              --------------------------------------------------------------------------
   3,093,000  Greenfield, MA, 4.25% BANs, 9/13/1996                                            NR(3)        3,099,438
              --------------------------------------------------------------------------
   1,000,000  Haverhill, MA, 8.875% Bonds (United States Treasury PRF), 12/1/1995 (@102)       NR(1)        1,023,454
              --------------------------------------------------------------------------
     300,000  Ludlow, MA Weekly VRDNs (Advanced Drainage System, Inc.)/(First National
              Bank of Chicago LOC)                                                               P-1          300,000
              --------------------------------------------------------------------------
   4,000,000  Mashpee, MA, 4.22% BANs, 7/5/1996                                                NR(3)        4,001,572
              --------------------------------------------------------------------------
   1,500,000  Massachusetts Bay Transit Authority, (Series C), 3.70% CP (Westdeutsche
              Landesbank Girozentrale LOC), Mandatory Tender 1/17/1996                         SP-1+        1,500,000
              --------------------------------------------------------------------------
$  4,000,000  Massachusetts HEFA Weekly VRDNs (Harvard University)                              A-1+   $    4,000,000
              --------------------------------------------------------------------------
</TABLE>



MASSACHUSETTS MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                                CREDIT
   AMOUNT                                                                                 RATING*        VALUE
<C>           <S>                                                                       <C>          <C>
- ------------  ------------------------------------------------------------------------  -----------  --------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ----------------------------------------------------------------------------------------
              MASSACHUSETTS--CONTINUED
              --------------------------------------------------------------------------
   3,460,000  Massachusetts HEFA Weekly VRDNs (Newbury College)/ (Barclays Bank PLC,
              London LOC)                                                                        P-1        3,460,000
              --------------------------------------------------------------------------
     200,000  Massachusetts HEFA, (Series A) Weekly VRDNs (Brigham & Women's
              Hospital)/(Sanwa Bank Ltd, Osaka LOC)                                              P-1          200,000
              --------------------------------------------------------------------------
   3,410,000  Massachusetts HEFA, (Series A) Weekly VRDNs (New England Home For Little
              Wanderers)/(First National Bank of Boston, MA LOC)                                 P-1        3,410,000
              --------------------------------------------------------------------------
   2,900,000  Massachusetts HEFA, (Series B) Weekly VRDNs (Clark University)/(Sanwa Bank
              Ltd, Osaka LOC)                                                                  VMIG1        2,900,000
              --------------------------------------------------------------------------
   1,500,000  Massachusetts HEFA, (Series D) Weekly VRDNs (Capital Asset Program)/(MBIA
              Insurance Corporation INS)/(Sanwa Bank Ltd, Osaka LIQ)                           VMIG1        1,500,000
              --------------------------------------------------------------------------
   2,400,000  Massachusetts HEFA, (Series E) Weekly VRDNs (Williams College, MA)                A-1+        2,400,000
              --------------------------------------------------------------------------
     400,000  Massachusetts HEFA, (Series E) Weekly VRDNs (Capital Asset Program)/(First
              National Bank of Chicago LIQ)/(Sanwa Bank Ltd, Osaka LOC)                        VMIG1          400,000
              --------------------------------------------------------------------------
   6,300,000  Massachusetts HEFA, (Series F) Weekly VRDNs (Children's Hospital of
              Boston)                                                                           A-1+        6,300,000
              --------------------------------------------------------------------------
   2,500,000  Massachusetts HEFA, (Series G) Weekly VRDNs (Massachusetts Institute of
              Technology)                                                                      NR(1)        2,500,000
              --------------------------------------------------------------------------
   4,000,000  Massachusetts HEFA, 3.75% CP (Fallon Heathcare System)/ (Sanwa Bank Ltd,
              Osaka LOC), Mandatory Tender 2/22/1996                                            A-1+        4,000,000
              --------------------------------------------------------------------------
   5,000,000  Massachusetts HEFA, 3.80% CP (Harvard University), Mandatory Tender
              1/26/1996                                                                         A-1+        5,000,000
              --------------------------------------------------------------------------
   3,000,000  Massachusetts HEFA, 3.90% CP (Fallon Heathcare System)/ (Sanwa Bank Ltd,
              Osaka LOC), Mandatory Tender 11/28/1995                                           A-1+        3,000,000
              --------------------------------------------------------------------------
     800,000  Massachusetts Municipal Wholesale Electric Company, Variable Rate Power
              Supply System Revenue Bonds (1994 Series C) Weekly VRDNs (Canadian
              Imperial Bank of Commerce, Toronto LOC)                                           A-1+          800,000
              --------------------------------------------------------------------------
</TABLE>



MASSACHUSETTS MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                                CREDIT
   AMOUNT                                                                                 RATING*        VALUE
<C>           <S>                                                                       <C>          <C>
- ------------  ------------------------------------------------------------------------  -----------  --------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ----------------------------------------------------------------------------------------
              MASSACHUSETTS--CONTINUED
              --------------------------------------------------------------------------
$  2,400,000  Massachusetts Port Authority, (Series 1995A) Daily VRDNs (Landesbank
              Hessen-Thueringen, Frankfurt LOC)                                                 A-1+   $    2,400,000
              --------------------------------------------------------------------------
   3,270,000  Massachusetts State HFA, Multi-Family Housing Refunding Bonds (1995 Series
              A), 5.00% (MBIA Insurance Corporation INS), 7/1/1996                             NR(1)        3,287,798
              --------------------------------------------------------------------------
   4,000,000  Massachusetts Water Resources Authority, (Series 1994), 3.80% CP (Morgan
              Guaranty Trust Co., New York LOC), Mandatory Tender 12/13/1995                    A-1+        4,000,000
              --------------------------------------------------------------------------
   1,000,000  Massachusetts, IFA Weekly VRDNs (Berkshire, MA School)/ (National
              Westminster Bank, PLC, London LOC)                                               VMIG1        1,000,000
              --------------------------------------------------------------------------
   1,300,000  Massachusetts, IFA Weekly VRDNs (Groton School)/(National Westminster
              Bank, PLC, London LOC)                                                           VMIG1        1,300,000
              --------------------------------------------------------------------------
   8,000,000  Massachusetts, IFA Weekly VRDNs (Kendall Square Entity)/ (State Street
              Bank and Trust Co. LOC)                                                            P-1        8,000,000
              --------------------------------------------------------------------------
     500,000  Massachusetts, IFA Weekly VRDNs (New England Deaconess Associates)/(Banque
              Paribas, Paris LOC)                                                                A-1          500,000
              --------------------------------------------------------------------------
   1,100,000  Massachusetts, IFA, (1991 Issue), 5.25% TOBs (St. Mark's School of
              Southborough, Inc.)/(Barclays Bank PLC, London LOC), Mandatory Tender
              1/9/1996                                                                         VMIG1        1,100,000
              --------------------------------------------------------------------------
     300,000  Massachusetts, IFA, (Series 1992) Weekly VRDNs (Holyoke Water Power
              Co.)/(Canadian Imperial Bank of Commerce, Toronto LOC)                           VMIG1          300,000
              --------------------------------------------------------------------------
   2,000,000  Massachusetts, IFA, (Series 1992B), 3.75% CP (New England Power Co.),
              Mandatory Tender 11/27/1995                                                        A-1        2,000,000
              --------------------------------------------------------------------------
   5,000,000  Massachusetts, IFA, (Series 1992B), 3.80% CP (New England Power Co.),
              Mandatory Tender 2/13/1996                                                         A-1        5,000,000
              --------------------------------------------------------------------------
   5,800,000  Massachusetts, IFA, (Series 1995) Weekly VRDNs (Whitehead Institute for
              Biomedical Research)                                                             VMIG1        5,800,000
              --------------------------------------------------------------------------
     925,000  Massachusetts, IFA, (Series A) Weekly VRDNs (Hockomock YMCA)/(Bank of Nova
              Scotia, Toronto LOC)                                                               P-1          925,000
              --------------------------------------------------------------------------
</TABLE>



MASSACHUSETTS MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                                CREDIT
   AMOUNT                                                                                 RATING*        VALUE
<C>           <S>                                                                       <C>          <C>
- ------------  ------------------------------------------------------------------------  -----------  --------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ----------------------------------------------------------------------------------------
              MASSACHUSETTS--CONTINUED
              --------------------------------------------------------------------------
$  4,000,000  Massachusetts, IFA, (Series B) Weekly VRDNs (Williston North Hampton
              School)/(National Westminster Bank, PLC, London LOC)                              A-1+   $    4,000,000
              --------------------------------------------------------------------------
   6,000,000  Massachusetts, IFA, Variable Rate Demand Revenue Bonds (Series 1995)
              Weekly VRDNs (Emerson College Issue)/ (Baybank, Burlington, MA LOC)                P-2        6,000,000
              --------------------------------------------------------------------------
   1,000,000  Massachusetts, IFA, Variable Rate Refunding Revenue Bonds 1994 Project
              Daily VRDNs (Showa Womens Institute Boston, Inc.)/(Fuji Bank, Ltd., Tokyo
              LOC)                                                                             VMIG1        1,000,000
              --------------------------------------------------------------------------
   5,600,000  New Bedford, MA, 4.60% BANs (Fleet National Bank, Providence, R.I. LOC),
              3/15/1996                                                                          P-1        5,614,145
              --------------------------------------------------------------------------
   2,500,000  North Adams, MA, 4.24% BANs, 6/30/1996                                           NR(3)        2,501,422
              --------------------------------------------------------------------------
   2,297,900  North Attleborough, MA, 4.65% BANs, 4/19/1996                                    NR(3)        2,299,886
              --------------------------------------------------------------------------
   5,300,000  Springfield, MA , 4.40% BANs (Fleet National Bank, Providence, R.I. LOC),
              2/9/1996                                                                           P-1        5,308,469
              --------------------------------------------------------------------------
   4,000,000  Springfield, MA , 4.50% BANs (Fleet National Bank, Providence, R.I. LOC),
              2/9/1996                                                                           P-1        4,006,426
              --------------------------------------------------------------------------               --------------
              TOTAL INVESTMENTS (AT AMORTIZED COST)(B)                                                 $  145,229,041
              --------------------------------------------------------------------------               --------------
</TABLE>


  *  Please refer to the Appendix of the Statement of Additional Information for
     an explanation of the credit ratings. Current credit ratings are unaudited.

 (a) Denotes a restricted security which is subject to restrictions or resale
     under Federal Securities laws. These securities have been determined to be
     liquid under criteria established by the Board of Trustees at the end of
     the period, these securities amounted to $8,465,000 which represents 5.8%
     of net assets.

 (b) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($146,207,706) at October 31, 1995.


MASSACHUSETTS MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronyms are used throughout this portfolio:

AMBAC--American Municipal Bond Assurance Corporation
BANs--Bond Anticipation Notes
CP--Commercial Paper
GO--General Obligation
HEFA--Health and Education Facilities Authority
HFA--Housing Finance Authority
IDA--Industrial Development Authority
IFA--Industrial Finance Authority
INS--Insured
LIQ--Liquidity Agreement
LOC--Letter of Credit
LT--Limited Tax
MBIA--Municipal Bond Investors Assurance
PLC--Public Limited Company
PRF--Prerefunded
TOBs--Tender Option Bonds
VRDNs--Variable Rate Demand Notes

(See Notes which are an integral part of the Financial Statements)



MASSACHUSETTS MUNICIPAL CASH TRUST
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                         <C>         <C>
ASSETS:
- ------------------------------------------------------------------------------------------------------
Total investments in securities, at amortized cost and value                                            $  145,229,041
- ------------------------------------------------------------------------------------------------------
Cash                                                                                                           181,475
- ------------------------------------------------------------------------------------------------------
Income receivable                                                                                            1,052,777
- ------------------------------------------------------------------------------------------------------
Receivable for shares sold                                                                                         958
- ------------------------------------------------------------------------------------------------------
Deferred expenses                                                                                                1,248
- ------------------------------------------------------------------------------------------------------  --------------
     Total assets                                                                                          146,465,499
- ------------------------------------------------------------------------------------------------------
LIABILITIES:
- ------------------------------------------------------------------------------------------
Income distribution payable                                                                 $  219,077
- ------------------------------------------------------------------------------------------
Accrued expenses                                                                                38,716
- ------------------------------------------------------------------------------------------  ----------
     Total liabilities                                                                                         257,793
- ------------------------------------------------------------------------------------------------------  --------------
NET ASSETS for 146,207,706 shares outstanding                                                           $  146,207,706
- ------------------------------------------------------------------------------------------------------  --------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- ------------------------------------------------------------------------------------------------------
INSTITUTIONAL SERVICE SHARES:
- ------------------------------------------------------------------------------------------------------
($99,627,788 / 99,627,788 shares outstanding)                                                                    $1.00
- ------------------------------------------------------------------------------------------------------  --------------
BAYFUNDS SHARES:
- ------------------------------------------------------------------------------------------------------
($46,579,918 / 46,579,918 shares outstanding)                                                                    $1.00
- ------------------------------------------------------------------------------------------------------  --------------
</TABLE>


(See Notes which are an integral part of the Financial Statements)


MASSACHUSETTS MUNICIPAL CASH TRUST
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                              <C>          <C>         <C>
INVESTMENT INCOME:
- --------------------------------------------------------------------------------------------------------
Interest                                                                                                  $  5,286,218
- --------------------------------------------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------------------------------------------
Investment advisory fee                                                                       $  686,918
- --------------------------------------------------------------------------------------------
Administrative personnel and services fee                                                        155,000
- --------------------------------------------------------------------------------------------
Custodian fees                                                                                    36,851
- --------------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                          47,328
- --------------------------------------------------------------------------------------------
Sub-transfer agent fees--BayFunds Shares                                                          20,832
- --------------------------------------------------------------------------------------------
Directors'/Trustees' fees                                                                          1,447
- --------------------------------------------------------------------------------------------
Auditing fees                                                                                     14,671
- --------------------------------------------------------------------------------------------
Legal fees                                                                                         2,692
- --------------------------------------------------------------------------------------------
Portfolio accounting fees                                                                         40,267
- --------------------------------------------------------------------------------------------
Shareholder services fee--Institutional Service Shares                                           232,505
- --------------------------------------------------------------------------------------------
Shareholder services fee--BayFunds Shares                                                        110,936
- --------------------------------------------------------------------------------------------
Share registration costs                                                                          17,284
- --------------------------------------------------------------------------------------------
Printing and postage                                                                              16,615
- --------------------------------------------------------------------------------------------
Insurance premiums                                                                                 5,740
- --------------------------------------------------------------------------------------------
Miscellaneous                                                                                      9,888
- --------------------------------------------------------------------------------------------  ----------
     Total expenses                                                                            1,398,974
- --------------------------------------------------------------------------------------------
Waivers--
- -------------------------------------------------------------------------------
     Waiver of investment advisory fee                                           $  (276,299)
- -------------------------------------------------------------------------------
     Waiver of shareholder services fee--Institutional Service Shares               (232,505)
- -------------------------------------------------------------------------------
     Waiver of shareholder services fee--BayFunds Shares                            (110,936)
- -------------------------------------------------------------------------------  -----------
       Total waivers                                                                            (619,740)
- --------------------------------------------------------------------------------------------  ----------
          Net expenses                                                                                         779,234
- --------------------------------------------------------------------------------------------------------  ------------
               Net investment income                                                                      $  4,506,984
- --------------------------------------------------------------------------------------------------------  ------------
</TABLE>


(See Notes which are an integral part of the Financial Statements)


MASSACHUSETTS MUNICIPAL CASH TRUST
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                        YEAR ENDED OCTOBER 31,
<S>                                                                               <C>                 <C>
                                                                                         1995              1994
INCREASE (DECREASE) IN NET ASSETS:
- --------------------------------------------------------------------------------
OPERATIONS--
- --------------------------------------------------------------------------------
Net investment income                                                              $      4,506,984   $     2,717,161
- --------------------------------------------------------------------------------  ------------------  ---------------
DISTRIBUTIONS TO SHAREHOLDERS--
- --------------------------------------------------------------------------------
Distributions from net investment income
- --------------------------------------------------------------------------------
  Institutional Service Shares                                                           (3,066,535)       (2,037,982)
- --------------------------------------------------------------------------------
  BayFunds Shares                                                                        (1,440,449)         (679,179)
- --------------------------------------------------------------------------------  ------------------  ---------------
     Change in net assets resulting from distributions to shareholders                   (4,506,984)       (2,717,161)
- --------------------------------------------------------------------------------  ------------------  ---------------
SHARE TRANSACTIONS--
- --------------------------------------------------------------------------------
Proceeds from sale of shares                                                            371,068,422       349,831,127
- --------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of distributions
declared                                                                                  2,255,146         1,275,493
- --------------------------------------------------------------------------------
Cost of shares redeemed                                                                (359,040,754)     (321,848,920)
- --------------------------------------------------------------------------------  ------------------  ---------------
     Change in net assets resulting from share transactions                              14,282,814        29,257,700
- --------------------------------------------------------------------------------  ------------------  ---------------
          Change in net assets                                                           14,282,814        29,257,700
- --------------------------------------------------------------------------------
NET ASSETS:
- --------------------------------------------------------------------------------
Beginning of period                                                                     131,924,892       102,667,192
- --------------------------------------------------------------------------------  ------------------  ---------------
End of period                                                                      $    146,207,706   $   131,924,892
- --------------------------------------------------------------------------------  ------------------  ---------------
</TABLE>


(See Notes which are an integral part of the Financial Statements)



MASSACHUSETTS MUNICIPAL CASH TRUST
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------

(1) ORGANIZATION

Federated Municipal Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act") as an open-end, management
investment company. The Trust consists of fifteen non-diversified portfolios.
The financial statements included herein are only those of Massachusetts
Municipal Cash Trust (the "Fund"). The financial statements of the other
portfolios are presented separately. The assets of each portfolio are segregated
and a shareholder's interest is limited to the portfolio in which shares are
held. The Fund offers two classes of shares: Institutional Service Shares and
BayFund Shares.

(2) SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.

     INVESTMENT VALUATIONS--The Fund's use of the amortized cost method to value
     its portfolio securities is in accordance with Rule 2a-7 under the Act.

     INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
     are accrued daily. Bond premium and discount, if applicable, are amortized
     as required by the Internal Revenue Code, as amended (the "Code").
     Distributions to shareholders are recorded on the ex-dividend date.

     FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the
     Code applicable to regulated investment companies and to distribute to
     shareholders each year substantially all of its income. Accordingly, no
     provisions for federal tax are necessary.

     WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Fund may engage in
     when-issued or delayed delivery transactions. The Fund records when-issued
     securities on the trade date and maintains security positions such that
     sufficient liquid assets will be available to make payment for the
     securities purchased. Securities purchased on a when-issued or delayed
     delivery basis are marked to market daily and begin earning interest on the
     settlement date.

     CONCENTRATION OF CREDIT RISK--Since the Fund invests a substantial portion
     of its assets in issuers located in one state, it will be more susceptible
     to factors adversely affecting issuers of that state than would be a
     comparable tax-exempt mutual fund that invests nationally. In order to
     reduce the credit risk associated with such factors, at October 31, 1995,
     55.1% of the securities in the portfolio of investments are backed by
     letters of credit or bond insurance of various financial institutions and
     financial guaranty assurance agencies. The value of investments
     insured by or supported (backed) by a letter of credit for any one
     institution or agency does not exceed 10.3% of total investments.

     DEFERRED EXPENSES--The costs incurred by the Fund with respect to
     registration of its shares in its first fiscal year, excluding the initial
     expense of registering its shares, have been deferred and are being
     amortized using the straight-line method over a period of five years from
     the Fund's commencement date.

     RESTRICTED SECURITIES--Restricted securities are securities that may only
     be resold upon registration under federal securities laws or in
     transactions exempt from such registration. Many restricted securities may
     be resold in the secondary market in transactions exempt from registration.
     In some cases, the restricted securities may be resold without registration
     upon exercise of a demand feature. Such restricted securities may be
     determined to be liquid under criteria established by the Board of
     Trustees. The Fund will not incur any registration costs upon such resales.
     Restricted securities are valued at amortized cost in accordance with Rule
     2a-7 under the Investment Company Act of 1940.

    Additional information on each restricted security held at October 31, 1995
is as follows:
<TABLE>
<CAPTION>
                       SECURITY                            ACQUISITION DATE      ACQUISITION COST
<S>                                                      <C>                   <C>

Clipper, MA, Tax Exempt Trust, Weekly
VRDNs (State Street Bank and Trust Co. LIQ)                      5/15/95           $  5,000,000

Clipper, MA, Tax Exempt Trust, (Series
1993-1) Weekly VRDNs (State Street Bank
and Trust Co. LIQ)                                               6/30/95           $  3,465,000
</TABLE>


     OTHER--Investment transactions are accounted for on the trade date.

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At October 31, 1995, capital paid-in aggregated $146,207,706.


MASSACHUSETTS MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

Transactions in shares were as follows:
<TABLE>
<CAPTION>
                                                                                        YEAR ENDED OCTOBER 31,
<S>                                                                                 <C>             <C>
                                                                                         1995            1994
INSTITUTIONAL SERVICE SHARES
- ----------------------------------------------------------------------------------
Shares sold                                                                            337,436,671     298,784,520
- ----------------------------------------------------------------------------------
Shares issued to shareholders in
payment of distributions declared                                                          814,368         594,441
- ----------------------------------------------------------------------------------
Shares redeemed                                                                       (328,636,637)   (293,889,923)
- ----------------------------------------------------------------------------------  --------------  --------------
     Net change resulting from
     Institutional Service share transactions                                            9,614,402       5,489,038
- ----------------------------------------------------------------------------------  --------------  --------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                        YEAR ENDED OCTOBER 31,
<S>                                                                                 <C>             <C>
                                                                                         1995            1994
BAYFUNDS SHARES
- ----------------------------------------------------------------------------------
Shares sold                                                                             33,631,751      51,046,608
- ----------------------------------------------------------------------------------
Shares issued to shareholders in
payment of distributions declared                                                        1,440,778         681,051
- ----------------------------------------------------------------------------------
Shares redeemed                                                                        (30,404,117)    (27,958,997)
- ----------------------------------------------------------------------------------  --------------  --------------
     Net change resulting from
     BayFunds share transactions                                                         4,668,412      23,768,662
- ----------------------------------------------------------------------------------  --------------  --------------
          Net change resulting from share transactions                                  14,282,814      29,257,700
- ----------------------------------------------------------------------------------  --------------  --------------
</TABLE>


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     INVESTMENT ADVISORY FEE--Federated Management, the Fund's investment
     adviser, (the "Adviser"), receives for its services an annual investment
     advisory fee equal to .50 of 1% of the Fund's average daily net assets. The
     Adviser may voluntarily choose to waive any portion of its fee and/or
     reimburse certain operating expenses of the Fund. The Adviser can modify or
     terminate this voluntary waiver and/or reimbursement at any time at its
     sole discretion.

     ADMINISTRATIVE FEE--Federated Administrative Services under the
     Administrative Services Agreement, provides the Fund with administrative
     personnel and services. This fee is based on the level of average aggregate
     daily net assets of all funds advised by subsidiaries of Federated
     Investors for the period. The administrative fee received during the period
     of the Administrative Services Agreement shall be at least $125,000 per
     portfolio and $30,000 per each additional class of shares.

     SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services
     Agreement with Federated Shareholder Services ("FSS"), the Fund will pay
     FSS up to .25 of 1% of average daily net assets for Institutional Service
     Shares for the period. Under the terms of a Shareholder Services Agreement
     with BayBank Systems, Inc., the Fund will pay BayBank Systems, Inc. up to
     .25 of 1% of average daily net assets for BayFunds Shares for the period.
     These fees are to obtain certain services for shareholders and to maintain
     shareholder accounts. FSS may voluntarily choose to waive a portion of its
     fee. FSS can modify or terminate this voluntarily waiver at any time at its
     sole discretion.

     TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES--Federated
     Services Company ("FServ") serves as transfer and dividend disbursing agent
     for the Fund. This fee is based on the size, type, and number of accounts
     and transactions made by shareholders.

     PORTFOLIO ACCOUNTING FEES--FServ maintains the Fund's accounting records
     for which it receives a fee. The fee is based on the level of the Fund's
     average daily net assets for the period, plus out-of-pocket expenses.

     ORGANIZATIONAL EXPENSES--Organizational expenses of $44,840 and start-up
     administrative service expenses of $43,014 were borne initially by the
     Adviser. The Fund has agreed to reimburse the Adviser for the
     organizational and start-up administrative expenses during the five year
     period following May 18, 1990 (the date the Fund became effective). For the
     period ended October 31, 1995, the Fund paid $3,869 and $4,291,
     respectively, pursuant to this agreement. During the period, the Fund
     completed its obligation for organizational and start-up administrative
     expenses pursuant to this agreement.

     INTERFUND TRANSACTIONS--During the period ended October 31, 1995, the Fund
     engaged in purchase and sale transactions with funds that have a common
     investment adviser, common Directors/Trustees, and/or common Officers.
     These transactions were made at current market value pursuant to rule 17a-7
     under the Act amounting to $189,150,000 and $215,560,000, respectively.

     GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
     Directors or Trustees of the above companies.


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholders and Board of Trustees of
FEDERATED MUNICIPAL TRUST
(Massachusetts Municipal Cash Trust):

We have audited the accompanying statement of assets and liabilities of
Massachusetts Municipal Cash Trust (an investment portfolio of Federated
Municipal Trust, a Massachusetts business trust), including the schedule of
portfolio investments, as of October 31, 1995, the related statement of
operations for the year then ended, and the statement of changes in net assets
for each of the two years in the period then ended and the financial highlights
(see pages 2 and 16 of the prospectus) for the periods presented. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Massachusetts Municipal Cash Trust (an investment portfolio of Federated
Municipal Trust) as of October 31, 1995, the results of its operations for the
year then ended, and the changes in its net assets for each of the two years in
the period then ended and the financial highlights for the periods presented, in
conformity with generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
December 15, 1995

ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                 <C>                                                                <C>
Massachusetts Municipal Cash Trust
                    Institutional Service Shares                                       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 8600
                                                                                       Boston, MA 02266-8600
- -----------------------------------------------------------------------------------------------------------------------

Transfer Agent and Dividend Disbursing Agent
                    Federated Services Company                                         P.O. Box 8600
                                                                                       Boston, MA 02266-8600
- -----------------------------------------------------------------------------------------------------------------------

Independent Public Accountants
                    Arthur Andersen LLP                                                2100 One PPG Place
                                                                                       Pittsburgh, PA 15222
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>


MASSACHUSETTS
MUNICIPAL CASH TRUST
INSTITUTIONAL SERVICE SHARES
PROSPECTUS
A Non-Diversified Portfolio of Federated
Municipal Trust, an Open-End Management
Investment Company

Prospectus dated December 31, 1995

       FEDERATED SECURITIES CORP.
      ---------------------------------------------
      Distributor
      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER
      PITTSBURGH, PENNSYLVANIA 15222-3779
      CUSIP 314229303
      0032603A-ISS (12/95)





                      MASSACHUSETTS MUNICIPAL CASH TRUST
                  (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
                         INSTITUTIONAL SERVICE SHARES
                     STATEMENT OF ADDITIONAL INFORMATION
   This Statement of Additional Information should be read with the
   prospectus for Institutional Service Shares of Massachusetts Municipal
   Cash Trust (the "Fund") a portfolio of Federated Municipal Trust ( the
   "Trust") dated December 31, 1995. This Statement is not a prospectus.  You
   may request a copy of a prospectus or a paper copy of this Statement, if
   you have received it electronically, free of charge by calling 1-800-235-
   4669.

   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779

                        Statement dated December 31, 1995
Federated Securities Corp.
DISTRIBUTOR
A SUBSIDIARY OF FEDERATED INVESTORS




INVESTMENT POLICIES              1

 Acceptable Investments          1
 Participation Interests         1
 Municipal Leases                1
 Ratings                         1
 When-Issued And Delayed Delivery
  Transactions                   1
 Repurchase Agreements           2
 Credit Enhancement              2
MASSACHUSETTS INVESTMENT RISKS   2

INVESTMENT LIMITATIONS           3

FEDERATED MUNICIPAL TRUST
MANAGEMENT                       5

 The Funds                       9
 Share Ownership                 9
 Trustees Compensation          10
 Trustee Liability              10
INVESTMENT ADVISORY SERVICES    11

 Investment Adviser             11
 Advisory Fees                  11
BROKERAGE TRANSACTIONS          11

OTHER SERVICES                  12

 Fund Administration            12



 Custodian and Portfolio
  Recordkeeper                  12
 Transfer Agent                 12
 Independent Public Accountants 12
SHAREHOLDER SERVICES AGREEMENT  12

DETERMINING NET ASSET VALUE     12

REDEMPTION IN KIND              13

MASSACHUSETTS PARTNERSHIP LAW   13

THE FUND'S TAX STATUS           13

PERFORMANCE INFORMATION         13

 Yield                          13
 Effective Yield                13
 Tax-Equivalent Yield           14
 Tax-Equivalency Table          14
 Total Return                   14
 Performance Comparisons        15
ABOUT FEDERATED INVESTORS       15

 Mutual Fund Market             15
 Institutional Clients          15
 Trust Organizations            15
 Broker/Dealers and Bank
  Broker/Dealer
  Subsidiaries                  16
APPENDIX                        17




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 participation interests having a seven day demand feature, 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.
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, or 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."
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,
brokers/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.
CREDIT ENHANCEMENT
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.
MASSACHUSETTS INVESTMENT RISKS

The Fund invests in obligations of Massachusetts issuers which results in the
Fund's performance being subject to risks associated with the overall economic
conditions present within Massachusetts (the "Commonwealth"). The following
information is a brief summary of the recent prevailing economic conditions
and a general summary of the Commonwealth's financial status. This information
is based on official statements relating to securities that have been offered
by Massachusetts issuers and from other sources believed to be reliable but
should not be relied upon as a complete description of all relevant
information.



The Commonwealth has a diverse economy with manufacturing, education, health
care, computers and financial services all being significant contributors.
Massachusetts is generally considered the leader in research and development
within the biotechnology, software and robotics industries as well as having
many highly prestigious universities. In addition to a highly skilled and
educated workforce, the Commonwealth has one of the higher average per capita
incomes in this country.
Beginning in the late 1980's, economic growth in the New England region and
Massachusetts, in particular, slowed and showed pronounced deterioration in
the construction, real estate, financial and manufacturing sectors. Between
1988 and 1992, there were extensive job losses that  resulted in a 10%
reduction in the work force. Also, over the same period, property values in
the region experienced a similar decline.  More recently, the Massachusetts
economy has experienced a slight recovery, however, at a slower pace  than the
nation and there are signs that this recovery may be slowing. In addition,
after years of above average property value growth, property values have
decreased an estimated 6% over the same period.
The two major revenue sources available to cities and towns in Massachusetts
are local property taxes and local aid from the Commonwealth. Property taxes
are subject to limitations imposed by a state-wide initiative approved by the
voters in November, 1980 (commonly known as Proposition 2-1/2), which limits
the property taxes that may be levied by any city or town in any fiscal year
to the lesser of (i) 2.5% of the full valuation of the real estate and
personal property therein or (ii) 2.5% over the previous year's levy limit
plus any growth in the tax base from new construction. In recent years the
decrease in property values due to the recession and the limitations of tax
levy growth imposed by Proposition 2-1/2 have resulted in budget constraints
for many cities and towns.



The overall financial condition of the Commonwealth can also be illustrated by
the changes of its debt ratings. During the period in which the Commonwealth
has experienced its financial difficulties beginning in 1988, its general
obligation long-term debt ratings as determined by Moody's Investors Service,
Inc. and Standard & Poor's Ratings Group decreased from Aa and AA+,
respectively, to Baa and BBB. Since then the Commonwealth has had its debt
ratings raised by the two rating agencies to A1 and A+ by Moody's and S&P,
respectively, reflecting its improved fiscal performance.
The Fund's concentration in securities issued by the Commonwealth and its
political subdivisions provides a greater level of risk than a fund which is
diversified across numerous states and municipal entities. The ability of the
Commonwealth or its municipalities to meet their obligations will depend on
the availability of tax and other revenues; economic, political, and
demographic conditions within the Commonwealth; and the underlying fiscal
condition of the Commonwealth and its municipalities.
INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN
The Fund will not sell any securities short or purchase any securities on
margin but may obtain such short-term credits as are necessary for the
clearance of transactions.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Fund will not issue senior securities except that the Fund may borrow
money in amounts up to one-third of the value of its total assets, including
the amounts borrowed.
The Fund will not borrow money for investment leverage, but rather as a
temporary, extraordinary, or emergency measure or to facilitate management of
the portfolio by enabling the Fund to meet redemption requests when the



liquidation of portfolio securities is deemed to be inconvenient or
disadvantageous.  The Fund will not purchase any securities while borrowings
in excess of 5% of 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.  In those cases, it may pledge
assets having a market value not exceeding the lesser of the dollar amounts
borrowed or 15% of the value of total assets at the time of the pledge.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets, except that it may acquire publicly
or non-publicly issued Massachusetts municipal securities or temporary
investments or enter into repurchase agreements, in accordance with 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 or real estate limited
partnerships, although it may invest in securities of issuers whose business
involves the purchase or sale of real estate or in securities which are
secured by real estate or interests in real estate.
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.



INVESTING IN RESTRICTED SECURITIES
The Fund will not invest more than 10% of its net assets in securities
subject to restrictions on resale under the Securities Act of 1933.
CONCENTRATION OF INVESTMENTS
The Fund will not purchase securities if, as a result of such purchase, 25%
or more of the value of its total assets would be invested in any one
industry, or in industrial development bonds or other securities the interest
upon which is paid from revenues of similar types of projects. However, the
Fund may invest as temporary investments more than 25% of the value of its
assets in cash or cash items, securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities, or instruments secured by
these money market instruments, such as repurchase agreements.
DIVERSIFICATION OF INVESTMENTS
With regard to at least 50% of its total assets, no more than 5% of its total
assets are to be invested in the securities of a single issuer, and no more
than 25% of its total assets are to be invested in the securities of a single
issuer at the close of each quarter of each fiscal year.
Under this limitation, each governmental subdivision, including states,
territories, possessions of the United States, or their political
subdivisions, agencies, authorities, instrumentalitites, or similar entities
will be considered a separate issuer if its assets and revenues are separate
from those of the governmental body creating it and the security is backed
only by its own assets and revenues.
Industrial development bonds backed only by the assets and revenues of a non-
governmental issuer are considered to be issued solely by that issuer.  If,
in the case of an industrial development bond or government issued security,
a governmental or other entity guarantees the security, such guarantee would
be considered a separate security issued by the guarantor, as well as the



other issuer, subject to limited exclusions allowed by the Investment Company
Act of 1940.
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 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 AND TRUSTEES OF
THE TRUST
The Fund will not purchase or retain the securities of any issuer if the
Officers and Trustees of the Trust or its investment adviser, owning
individually more than .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 did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present intent
to do so during the coming fiscal year.
FEDERATED MUNICIPAL TRUST MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates, 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. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of
the Funds. Mr. Donahue is the father of J. Christopher Donahue, Executive 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.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932



Trustee
Professor of Medicine and Member, Board of Trustees, University of Pittsburgh;
Medical Director, University of Pittsburgh Medical Center - Downtown; Member,
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; Shareholder, Henny, Kochuba, 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.


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.




Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 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.





Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  October 6, 1926
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or
Managing General Partner of the Funds.


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, International Politics and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management Center;
Director, Trustee, or Managing General Partner of the Funds; President
Emeritus, University of Pittsburgh; founding Chairman, National Advisory
Council for Environmental Policy and Technology and Federal Emergency
Management Advisory Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.








J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global 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  of the Company.


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated
Research Corp., Federated Global Research Corp. and Passport Research, Ltd.;
Executive Vice President and Director, Federated Securities Corp.; Trustee,



Federated Services Company; Chairman, Treasurer, and Trustee, Federated
Administrative Services; Trustee or Director of some of the Funds; President,
Executive Vice President and Treasurer of some of the Funds.


 Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.


David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors;
Controller, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.;  Senior Vice President,
Federated Shareholder Services; Vice President, Federated Administrative
Services; Treasurer of some of the Funds.




John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global Research
Corp.; Trustee, Federated Services Company; Executive Vice President,
Secretary, and Trustee, Federated Administrative Services; President and
Trustee, Federated Shareholder Services; Director, Federated Securities Corp.;
Executive 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.
THE FUNDS
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 Government Money Trust; Blanchard Funds; Blanchard
Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated
ARMs Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated
GNMA Trust; Federated Government Trust; Federated High Yield Trust; Federated



Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Term Municipal Trust;  Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated
Total Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 3-5 Years; Federated U.S. Government Securities Fund: 5-10 Years; 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; 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; 111 Corcoran Funds;
Peachtree Funds; The Planters Funds; RIMCO Monument Funds; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Targeted
Duration Trust; Tax-Free Instruments Trust; 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; World
Investment Series, Inc.
SHARE OWNERSHIP
Officers and Trustees own less than 1% of the Trust`s outstanding shares.



As of December 4,1995, the following shareholders of record owned 5% or more
of the outstanding BayFunds Shares of the Fund: John & Co., Burlington, MA,
owned approximately  48,086,125 shares (100%).
As of December 4,1995, the following shareholders of record owned 5% or more
of the outstanding Institutional Service Shares of the Fund: State Street Bank
and Trust Company, North Quincy, Massachusetts, (as record owner holding
shares for its clients) owned approximately 17,899,399 shares (17,90%); John &
Company, Burlington, Massachusetts, owned approximately 19,517,012 shares
(19.52%); and State Street Bank and Trust Company, North Quincy,
Massachusetts, (as record owner holding shares for its clients) owned
approximately 16,017,266 shares (16.02%).


TRUSTEES COMPENSATION


                  AGGREGATE
NAME ,          COMPENSATION
POSITION WITH       FROM          TOTAL COMPENSATION PAID
CORPORATION      CORPORATION*#      FROM FUND COMPLEX +


John F. Donahue, $0        $0 for the Fund and
Chairman and Director         68 other investment companies in the Fund
Complex
Thomas G. Bigley,$2,458    $20,688 for the Fund and
Director                   49 other investment companies in the Fund Complex
John T. Conroy,  $3,520    $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex



William J. Copeland,       $3,520  $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
James E. Dowd,   $3,520    $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.,   $3,266  $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.,   $3,520  $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
Peter E. Madden, $2,757    $90,563 for the Fund and
Director                   64 other investment companies in the Fund Complex
Gregor F. Meyer, $3,166    $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex
John E. Murray, Jr.,       $1,762  $0 for the Fund and
Director                   64 other investment companies in the Fund Complex
Wesley W. Posvar,$3,166    $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex
Marjorie P. Smuts,         $3,166  $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex


*Information is furnished for the fiscal year ended October 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of 15
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 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.
For the fiscal years ended October 31, 1995, 1994, and 1993 the adviser earned
$686,918, $643,293, and $498,975 respectively, of which $276,299, $445,711,
and $427,232, and respectively, was voluntarily waived.
  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.
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.  During the fiscal year
ended October 31, 1995, the Trust paid no brokerage commissions.
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.
OTHER SERVICES

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.  Prior to March 1, 1994, Federated Administrative
Services, Inc., also a subsidiary of Federated Investors, served as the Fund's
Administrator.  (For purposes of this Statement of Additional Information,
Federated Administrative Services and Federated Administrative Services, Inc.



may hereinafter collectively be referred to as the "Administrators".)  For the
fiscal years ended October 31, 1995, 1994, and 1993, the Administrators earned
$155,000, $195,483, and $253,380, respectively.  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.
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.
TRANSFER AGENT
As transfer agent, Federated Services Company  maintains all necessary
shareholder records. For its services, the transfer agent receives a fee based
on size, type, and number of accounts and transactions made by shareholders.
INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for the Fund are Arthur Andersen  LLP,
Pittsburgh, PA.
SHAREHOLDER SERVICES AGREEMENT

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 Agreement, the Trustees expect 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. For the fiscal
period ending October 31,1995, the Fund paid Shareholder Services fees in the
amount of  $232,505, all of which was waived.
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.
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.
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 Fund calculates its yield based upon the seven days ending on the day of
the calculation, called the "base period." This yield is computed by:
determining the net change in the value of a hypothetical account with a
balance of one share at the beginning of the base period, with the net change
excluding capital changes but including the value of any additional shares
purchased with dividends earned from the original one share and 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.
For the seven-day period ended October 31, 1995, the yield for Institutional
Service Shares was 3.36%, and the yield for BayFunds shares was 3.32%.
EFFECTIVE YIELD
The Fund calculates its effective yield 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.
For the seven-day period ended October 31, 1995, the effective yield for
Institutional Service was 3.41%, and the effective yield for BayFunds Shares
was 3.37%.
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.



For the seven-day period ended October 31, 1995, the tax-equivalent yield for
Institutional Service Shares was 6.94%, and the tax-equivalent yield for
BayFunds Shares was 6.86%.
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 MASSACHUSETTS


                                   TAX BRACKET:
    Combined Federal
    and State:27.00%   40.00%    43.00%     48.00%      51.60%

    Joint Return$1-39,000$39,001-94,250 $94,251-143,600$143,601-256,500
           OVER $256,500
    Single Return$1-23,350   $23,351-56,550$56,551-117,950$117,951-256,500
           OVER $256,500

    Tax-Exempt Yield            Taxable Yield Equivalent

     1.50%     2.05%    2.50%     2.63%      2.88%       3.10%
     2.00      2.74     3.33      3.51       3.85        4.13
     2.50      3.42     4.17      4.39       4.81        5.17
     3.00      4.11     5.00      5.26       5.77        6.20



     3.50      4.79     5.83      6.14       6.73        7.23
     4.00      5.48     6.67      7.02       7.69        8.26
     4.50      6.16     7.50      7.89       8.65        9.30
     5.00      6.85     8.33      8.77       9.62       10.33
     5.50      7.53     9.17      9.65      10.58       11.36
     6.00      8.22    10.00     10.53      11.54       12.40

    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
compounded 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.



The Fund's average annual total returns for the one-year period ended October
31, 1995 and for the period from May 18, 1990 (date of initial public
investment) through ended October 31, 1995 were 3.34% and 3.22%, respectively.
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.
ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is reflected
in its investment decision making-structured, straightforward, and consistent.
This has resulted in a history of competitive performance with a range of
competitive investment products that have gained the confidence of thousands
of clients and their customers.
The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research.  Investment



decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund.  Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market funds,
a principal means used by money managers today to value money market fund
shares.  Other innovations include the first institutional tax-free money
market fund.  As of December 31, 1994, Federated Investors managed more than
$31 billion in assets across approximately 43 money market funds, including 17
government, 8 prime and 18 municipal with assets approximating $17 billion,
$7.4 billion and $6.6 billion, respectively.
J. Thomas Madden, Executive Vice President, oversees Federated Investors's
equity and high yield corporate bond management while William D. Dawson,
Executive Vice President, oversees Federated Investors's domestic fixed income
management.  Henry A. Frantzen, Executive Vice President, oversees the
management of Federated Investors's international portfolios.
MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $2 trillion to the more than 5,500 funds available.*
Federated Investors Investors, through its subsidiaries, distributes mutual
funds for a variety of investment applications.  Specific markets include:
INSTITUTIONAL CLIENTS
Federated Investors meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for a
variety of applications, including defined benefit and defined contribution
programs, cash management, and asset/liability management.  Institutional



clients include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial
advisors.  The marketing effort to these  institutional clients is headed by
John B. Fisher, President, Institutional Sales Division.
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations.  Virtually all of the trust divisions of the
top 100 bank holding companies use Federated Investors funds in their clients'
portfolios.  The marketing effort to trust clients is headed by Mark R.
Gensheimer, Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated Investors mutual funds are available to consumers through major
brokerage firms nationwide--including 200 New York Stock Exchange firms--
supported by more wholesalers than any other mutual fund distributor.  The
marketing effort to these firms is headed by James F. Getz, President,
Broker/Dealer Division.



*Source:  Investment Company Institute



APPENDIX


STANDARD & POOR'S RATINGS GROUP
SHORT-TERM MUNICIPAL OBLIGATION RATINGS



A  Standard & Poor's Ratings Group  (S&P) note  rating reflects the liquidity
concerns and market access risks unique to notes.
SP-1      Very strong or strong capacity to pay principal and interest.  Those
   issues determined to possess overwhelming safety characteristics will be
   given a plus sign (+) designation.
SP-2      Satisfactory capacity to pay principal and interest.
VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
S&P assigns dual ratings to all long-term debt issues that have as part of
their provisions a variable rate demand feature.  The first rating (long-term
rating) addresses the likelihood of repayment of principal and interest when
due, and the second rating (short-term rating) describes the demand
characteristics.  Several examples are AAA/A-1+, AA/A-1+, A/A-1.  (The
definitions for the long-term and the short-term ratings are provided below.)
COMMERCIAL PAPER (CP) RATINGS
An  S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
A-1       This highest category indicates that the degree of safety regarding
   timely payment is strong. Those issues determined to possess extremely
   strong safety characteristics are denoted with a plus sign (+)
   designation.
A-2       Capacity for timely payment on issues with this designation is
   satisfactory.  However, the relative degree of safety is not as high as
   for issues designated A-1.
LONG-TERM DEBT RATINGS
AAA  Debt rated "AAA" has the highest rating assigned by S&P.  Capacity to pay
interest and   repay principal is extremely strong.



AA   Debt rate "AA" has a very strong capacity to pay interest and repay
principal and differs    from the highest    rated issues only in small
degree.
A  Debt rated "A" has a strong capacity to pay interest and repay principal
   although it is somewhat more susceptible to the adverse effects of changes
   in circumstances and economic conditions than debt in higher rated
   categories.
MOODY'S INVESTORS SERVICE, INC.
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
Moody's Investor Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG) (see below). The purpose of the MIG or
VMIG ratings is to provide investors with a simple system by which the
relative investment qualities of short-term obligations may be evaluated.
MIG1      This designation denotes best quality.  There is present strong
     protection by established cash flows, superior liquidity support or
     demonstrated broad based access to the market for refinancing.
MIG2      This designation denotes high quality.  Margins of protection are
     ample although not so large as in the preceding group.


VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
Short-term ratings on issues with demand features are differentiated by the
use of the VMIG symbol to reflect such characteristics as payment upon
periodic demand rather than fixed maturity dates and payment relying on
external liquidity.  In this case, two ratings are usually assigned, (for
example, AAA/VMIG-1); the first representing an evaluation of the degree of
risk associated with scheduled principal and interest payments, and the second
representing an evaluation of the degree of risk associated with the demand



feature.  The VMIG rating can be assigned a 1 or 2 designation using the same
definitions described above for the MIG rating.
COMMERCIAL PAPER (CP) RATINGS
P-1            Issuers rated PRIME-1 (or related supporting institutions) have
     a superior capacity for repayment of short-term promissory obligations.
     PRIME-1 repayment capacity will normally be evidenced by the following
     characteristics: leading market positions in well established industries,
     high rates of return on funds  employed, conservative capitalization
     structure with moderate reliance on debt and ample asset protection,
     broad margins in earning coverage of fixed financial charges and high
     internal cash generation, well-established access to a range of financial
     markets and assured sources of alternate liquidity
P-2            Issuers rated PRIME-2 (or related supporting institutions) have
     a strong capacity for repayment of short-term promissory obligations.
     This will normally be evidenced by many of the characteristics cited
     above, but to a lesser degree. Earnings trends and coverage ratios, while
     sound, will be more subject to variation.  Capitalization
     characteristics, while still appropriate, may be more affected by
     external conditions.  Ample alternate liquidity is maintained.
LONG-TERM DEBT RATINGS
AAA            Bonds which are rated AAA are judged to be of the best quality.
     They carry the smallest degree of investment  risk and are generally
     referred to as "gilt edged." Interest payments are protected by a large
     or by an exceptionally stable margin and principal is secure. While the
     various protective elements are likely to change, such changes is can be
     visualized are most unlikely to impair the fundamentally strong position
     of   such issues.



AA   Bonds which are rated AA are judged to be of high quality by all
     standards.  Together with the AAA group, they comprise what are generally
     known as high grade bonds.  They are rated lower than the best bonds
     because margins of protection may not be as large as in AAA securities or
     fluctuation of protective elements      may be of greater amplitude or
     there may be other elements present which make the long-term risks appear
          somewhat larger than in AAA securities.
A    Bonds which are rated A possess many favorable investment attributes and
     are to be considered as upper medium grade obligations. Factors giving
     security to principal and interest are considered adequate but elements
     may be present which suggest a susceptibility to impairment sometime in
     the future.
NR   Indicates that both the bonds and the obligor or credit enhancer are not
     currently rated by S&P or Moody's with respect to short-term
     indebtedness.  However, management considers them to be of comparable
     quality to securities rated A-1 or P-1.
NR(1)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AAA" by S&P or "AAA" by Moody's.
NR(2)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AA" by S&P or "AA" by Moody's.
NR(3)    The underlying issuer/obligor/guarantor has other outstanding debt
rated "A" by S&P or Moody's.



314229303
0032603B-ISS (12/95)




BAYFUNDS SHARES
MASSACHUSETTS
MUNICIPAL
CASH TRUST

   
PROSPECTUS DECEMBER 31, 1995
ANNUAL REPORT TO SHAREHOLDERS
OCTOBER 31, 1995
    

BAYFUNDS

Federated Securities Corp.
Distributor

   
December 31, 1995
Printed on Recycled Paper
Z00403
Cusip 314229832
G00507-01 (12/95)
    

Mutual Funds At BayBank



MASSACHUSETTS MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
BAYFUNDS Shares
PROSPECTUS

The BayFunds Shares of Massachusetts Municipal Cash Trust (the "Fund") offered
by this prospectus represent interests in a non-diversified investment portfolio
of Federated Municipal Trust (the "Trust"), an open-end management investment
company (a mutual fund).

AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THE FUND ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE; THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

   
The investment objective of the Fund is to provide current income which is
exempt from federal regular income tax, and Massachusetts state income tax,
consistent with stability of principal. The Fund invests primarily in short-term
Massachusetts municipal securities, including securities of states, territories,
and possessions of the United States which are not issued by or on behalf of
Massachusetts or its political subdivisions and financing authorities, but which
are exempt from the federal regular and Massachusetts state income tax.
Shareholders can invest, reinvest, or redeem BayFunds Shares at any time with no
sales loads or contingent deferred sales charges imposed by the Fund.
Shareholders have access to other portfolios in BayFunds.
    

   



THE BAYFUNDS SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS
OF BAYBANK, N.A., OR ITS SUBSIDIARIES, ARE NOT ENDORSED OR GUARANTEED BY
BAYBANK, N.A., OR ITS SUBSIDIARIES, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT
AGENCY. INVESTING IN THESE SHARES INVOLVES INVESTMENT RISKS INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
    

This prospectus contains the information you should read and know before you
invest in BayFunds Shares. Keep this prospectus for future reference.

   
The Fund has also filed a Statement of Additional Information for BayFunds
Shares dated December 31, 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 or a paper copy of this prospectus, if you have received
your prospectus electronically, free of charge by calling 1-800-BAYFUND
(1-800-229-3863). To obtain other information or to make inquiries about the
Fund, contact the Fund at the address listed at the back of this prospectus.
    

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



   
Prospectus dated December 31, 1995
    



- --------------------------------------------------------------------------------
                               TABLE OF CONTENTS

   
                                    KEY FACTS

General Information........................................................... 1

Summary of Fund Expenses...................................................... 2

Financial Highlights--BayFunds Shares......................................... 3

- --------------------------------------------------------------------------------
                   MATCHING THE FUND TO YOUR INVESTMENT NEEDS

Investment Objective and Policies............................................. 4

Acceptable Investments........................................................ 4

Investment Limitations........................................................ 8

- --------------------------------------------------------------------------------



                               SHAREHOLDER MANUAL

Pricing of Shares............................................................. 8

How to Buy Shares............................................................. 9

     By Phone..................................................................9

     By Mail...................................................................9

     By Wire..................................................................10

     Through BayBanks Offices.................................................10

     Corporate Customers/Capital

       Markets Customers..................................................... 10

Automatic Investment Program..................................................10

How to Exchange Shares........................................................11

     By Phone.................................................................11

     By Mail..................................................................12

     Through BayBanks Offices.................................................12



How to Redeem Shares..........................................................12

     Signature Guarantees.....................................................12

     By Phone.................................................................13

     By Mail..................................................................13

     By Wire..................................................................13

     Through BayBanks Offices.................................................13

- --------------------------------------------------------------------------------
                     ADDITIONAL INFORMATION YOU SHOULD KNOW

Dividends and Distributions...................................................14

Tax Information...............................................................14

Performance Information.......................................................15

Management, Distribution and
  Administration..............................................................18

Other Classes of Shares.......................................................20

Financial Highlights--Institutional



  Service Shares..............................................................21

Financial Statements..........................................................22

Report of Independent

  Public Accountants..........................................................34

    

- -------------------------------------------------------------------------------
                                   KEY FACTS

GENERAL INFORMATION

As a shareholder of the BayFunds Shares class (the "Shares") of the Fund, you
have access to all of the portfolios of BayFunds, an open-end, management
investment company. BayFunds consists of five separate, professionally managed
investment portfolios with distinct investment objectives and policies.

As of the date of this prospectus, BayFunds offers shares in five portfolios:

   BAYFUNDS MONEY MARKET
   PORTFOLIO
   SEEKS TO PROVIDE CURRENT INCOME CONSISTENT WITH STABILITY OF PRINCIPAL AND
   LIQUIDITY, BY INVESTING IN A PORTFOLIO OF MONEY MARKET INSTRUMENTS WITH
   REMAINING MATURITIES OF 397 DAYS OR LESS.



   BAYFUNDS U.S. TREASURY MONEY MARKET PORTFOLIO
   SEEKS TO PROVIDE CURRENT INCOME CONSISTENT WITH STABILITY OF PRINCIPAL AND
   LIQUIDITY, BY INVESTING, UNDER NORMAL MARKET CONDITIONS, AT LEAST 65% OF
   THE VALUE OF ITS TOTAL ASSETS IN U.S. TREASURY OBLIGATIONS WITH REMAINING
   MATURITIES OF 397 DAYS OR LESS.

   BAYFUNDS SHORT TERM YIELD PORTFOLIO
   SEEKS A HIGH LEVEL OF CURRENT INCOME CONSISTENT WITH PRESERVATION OF
   CAPITAL, BY INVESTING IN A DIVERSIFIED PORTFOLIO OF HIGH-GRADE DEBT
   OBLIGATIONS. THIS FUND WILL MAINTAIN A DOLLAR-WEIGHTED AVERAGE MATURITY OF
   THREE YEARS OR LESS.

   BAYFUNDS BOND PORTFOLIO
   SEEKS TO ACHIEVE HIGH CURRENT INCOME AND CAPITAL APPRECIATION, BY
   INVESTING, UNDER NORMAL MARKET AND ECONOMIC CONDITIONS, AT LEAST 65% OF THE
   VALUE OF ITS TOTAL ASSETS IN BONDS.

   BAYFUNDS EQUITY PORTFOLIO
   SEEKS TO PROVIDE LONG-TERM CAPITAL APPRECIATION, BY INVESTING, UNDER NORMAL
   MARKET AND ECONOMIC CONDITIONS, AT LEAST 65% OF THE VALUE OF ITS TOTAL
   ASSETS IN A BROADLY DIVERSIFIED PORTFOLIO OF EQUITY SECURITIES, WITH
   CURRENT INCOME AS A SECONDARY CONSIDERATION.

 ------------------------------------------------------------------------------
                            SUMMARY OF FUND EXPENSES
   



<TABLE>
<S>                                                                                                             <C>
                                                     BAYFUNDS SHARES
                                            SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price).................... None
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of offering price)..........None
Contingent Deferred Sales Charge (as a percentage of original purchase price or
  redemption proceeds, as applicable)............................................................ None
Redemption Fee (as a percentage of amount redeemed, if applicable)............................... None
Exchange Fee..................................................................................... None

                                                ANNUAL OPERATING EXPENSES
                                         (As a percentage of average net assets)
Management Fee (after waiver) (1)............................................................... 0.30%
12b-1 Fee......................................................................................  None
Total Other Expenses............................................................................ 0.30%
    Shareholder Services Fee (after waiver) (2).......................................... 0.00%
         Total Operating Expenses (3)........................................................... 0.60%
</TABLE>





 (1) The management fee has been reduced to reflect the voluntary waiver of a
    portion of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.50%.

(2) The maximum shareholder services fee is 0.25%.

(3) The total operating expenses would have been 1.05% absent the voluntary
    waivers of a portion of the management fee and the shareholder services fee.

The purpose of this table is to assist an investor in understanding the various
costs and expenses that a shareholder of BayFunds Shares of the Fund will bear,
either directly or indirectly. For more complete descriptions of the various
costs and expenses, see "Management, Distribution and Administration."
Wire-transferred redemptions of less than $5,000 may be subject to additional
fees.



<TABLE>
<CAPTION>
EXAMPLE:                                                                      1 YEAR         3 YEARS        5 YEARS
<S>                                                                         <C>            <C>            <C>
You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period.......    $       6      $      19      $      33

<CAPTION>
EXAMPLE:                                                                      10 YEARS
<S>                                                                        <C>
You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period.......     $      75
</TABLE>





THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
     
- ------------------------------------------------------------------------------
   
                       MASSACHUSETTS MUNICIPAL CASH TRUST
                     FINANCIAL HIGHLIGHTS--BAYFUNDS SHARES

                (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

REFERENCE IS MADE TO THE REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON PAGE 34.



<TABLE>
<CAPTION>
                                                                                 YEAR ENDED OCTOBER 31,
<S>                                                                 <C>                <C>                <C>
                                                                       1995               1994              1993(a)
NET ASSET VALUE, BEGINNING OF PERIOD                                 $    1.00          $    1.00          $    1.00
- ---------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------------------------------------
     Net investment income                                                0.03               0.02               0.01
- ---------------------------------------------------------------
LESS DISTRIBUTIONS
- ---------------------------------------------------------------
     Distributions from net investment income                            (0.03)             (0.02)             (0.01)
- ---------------------------------------------------------------        -------            -------            -------
NET ASSET VALUE, END OF PERIOD                                       $    1.00          $    1.00          $    1.00
- ---------------------------------------------------------------        -------            -------            -------
TOTAL RETURN (b)                                                         3.30%              2.05%              1.25%
- ---------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ---------------------------------------------------------------
     Expenses                                                            0.60%              0.64%               0.65%*
- ---------------------------------------------------------------
     Net investment income                                               3.25%              2.09%               1.85%*
- ---------------------------------------------------------------
     Expense waiver/reimbursement (c)                                    0.45%              0.35%               0.43%*
- ---------------------------------------------------------------
SUPPLEMENTAL DATA



- ---------------------------------------------------------------
     Net assets, end of period (000 omitted)                           $46,580            $41,912            $18,143
- ---------------------------------------------------------------
</TABLE>





    
   
* Computed on an annualized basis.

 (a) Reflects operations for the period from March 8, 1993 (date of initial
     public investment) to October 31, 1993.

 (b) Based on net asset value, which does not reflect the sales charge or
     contingent deferred sales charge, if applicable.

 (c) This voluntary expense decrease is reflected in both the expense and net
     investment income ratios shown above.

(See Notes which are an integral part of the Financial Statements)

     

- ------------------------------------------------------------------------------
                              MATCHING THE FUND TO
                             YOUR INVESTMENT NEEDS

   IF YOU ARE SEEKING CURRENT INCOME WHICH IS EXEMPT FROM FEDERAL REGULAR
   INCOME TAX AND MASSACHUSETTS STATE INCOME TAX CONSISTENT WITH LIQUIDITY AND
   STABILITY OF PRINCIPAL, THEN THE FUND MAY BE A SUITABLE INVESTMENT.

   THE FUND SEEKS TO MAINTAIN A STABLE $1.00 SHARE PRICE, REFERRED TO AS THE



   NET ASSET VALUE PER SHARE, BY INVESTING IN A PORTFOLIO OF SHORT-TERM
   MASSACHUSETTS MUNICIPAL SECURITIES. WHILE THE FUND CANNOT GUARANTEE A
   STABLE SHARE PRICE, THE SHORT-TERM NATURE OF ITS INVESTMENTS HELPS TO
   MINIMIZE PRICE FLUCTUATIONS.

INVESTMENT OBJECTIVE AND POLICIES

   
The investment objective of the Fund is to provide current income which is
exempt from federal regular income tax, and Massachusetts state income tax
consistent with stability of principal. The investment objective cannot be
changed without approval of shareholders. While there is no assurance that the
Fund will achieve its investment objective, it endeavors to do so by complying
with the various requirements of Rule 2a-7 under the Investment Company Act of
1940 which regulates money market mutual funds and by following the investment
policies described in this prospectus.
    

Interest income of the Fund that is exempt from the income taxes described above
retains its tax-free status when distributed to the Fund's shareholders.
However, income distributed by the Fund may not necessarily be exempt from state
or municipal taxes in states other than Massachusetts.

   
The Fund pursues its investment objective by investing primarily in a portfolio
of Massachusetts municipal securities with remaining maturities of 13 months or
less at the time of purchase by the Fund. As a matter of investment policy,
which cannot be changed without the approval of shareholders, the Fund invests



its assets so that at least 80% of its annual interest income is exempt from
federal regular income tax and Massachusetts state income 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 the approval of shareholders. Shareholders
will be notified before any material changes in these policies become effective.
    

ACCEPTABLE INVESTMENTS

The Fund invests primarily in debt obligations issued by or on behalf of
Massachusetts 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 Massachusetts state
income tax imposed upon non-corporate taxpayers.

MASSACHUSETTS MUNICIPAL SECURITIES. Massachusetts 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.

Massachusetts 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.

   ISSUERS OF GENERAL OBLIGATION BONDS INCLUDE STATES, COUNTIES, CITIES,
   TOWNS, AND OTHER GOVERNMENTAL UNITS.

The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. Interest on and principal of revenue bonds, however, are
payable only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. Revenue bonds do not represent a pledge of
credit or create any debt of or charge against the general revenues of a
municipality or public authority. Industrial development bonds are typically
classified as revenue bonds.

Examples of Massachusetts municipal securities include, but are not limited to:

   tax and revenue anticipation notes ("TRANs") issued to finance working
   capital needs in anticipation of receiving taxes or other revenues;

   bond anticipation notes ("BANs") that are intended to be refinanced through a
   later issuance of longer-term bonds;

   municipal commercial paper and other short-term notes;



   variable rate demand notes;

   municipal bonds (including bonds having serial maturities and pre-refunded
   bonds) and leases; and

   participation, trust and partnership interests in any of the foregoing
   obligations.
    
    
   
MASSACHUSETTS INVESTMENT RISKS. Yields on Massachusetts 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 Massachusetts 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 Massachusetts municipal securities acceptable
for purchase by the Fund could become limited.
    

   
The Fund may invest in Massachusetts 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 Massachusetts 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 Massachusetts 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 a non-diversified investment portfolio. As
such, there is no limit on the percentage of assets which can be invested in any
single issuer. An investment in the Fund, therefore, will entail greater risk
than would exist in a diversified investment portfolio because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.
    



The Fund intends to comply with Subchapter M of the Internal Revenue Code. This
undertaking requires that at the end of each quarter of the taxable year, with
regard to at least 50% of the Fund's total assets, no more than 5% of its total
assets are invested in the securities of a single issuer; beyond that, no more
than 25% of its total assets are invested in securities of a single issuer.

   
VARIABLE RATE DEMAND NOTES. Variable rate demand notes are long-term municipal
securities that have variable or floating interest rates and provide the Fund
with the right to tender the security for repurchase at its stated principal
amount plus accrued interest. Such securities typically bear interest at a rate
that is intended to cause the securities to trade at par. The interest rate may
float or be adjusted at regular intervals (ranging from daily to annually), and
is normally based on a 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 municipal securities
from financial institutions such as commercial and investment banks, savings
associations and insurance companies. These interests may take the form of
participations, beneficial interests in a trust, partnership interests or any



other form of indirect ownership that allows the Fund to treat the income from
the investment as exempt from federal income tax. The Fund invests in these
participation interests in order to obtain credit enhancement or demand features
that would not be available through direct ownership of the underlying municipal
securities.
    

   
MUNICIPAL LEASES. Municipal leases are obligations issued by state and local
governments or authorities to finance the acquisition of equipment and
facilities and may be considered to be illiquid. They may take the form of a
lease, an installment purchase contract, a conditional sales contract, or a
participation certificate on any of the above. Lease obligations may be subject
to periodic appropriation. Municipal leases are subject to certain specific
risks in the event of default or failure of appropriation.
    
   
    

   
CREDIT ENHANCEMENT. Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit or insurance. Any bankruptcy,
receivership or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.
    

   
The Fund may have more than 25% of its total assets invested in securities



credit-enhanced by banks.
    

DEMAND FEATURES. The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period (usually
seven days) following a demand by the Fund. The demand feature may be issued by
the issuer of the underlying securities, a dealer in the securities or another
third party, and may not be transferred separately from the underlying security.
The Fund uses these arrangements to provide the Fund with liquidity and not to
protect against changes in the market value of the underlying securities. The
bankruptcy, receivership or default by the issuer of the demand feature, or a
default on the underlying security or other event that terminates the demand
feature before its exercise, will adversely affect the liquidity of the
underlying security. Demand features that are exercisable even after a payment
default on the underlying security may be treated as a form of credit
enhancement.

RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest in restricted
securities. Restricted securities are any securities in which the Fund may
invest pursuant to its investment objective and policies but which are subject
to restrictions on resale under federal securities laws. Under criteria
established by the Trustees, certain restricted securities are considered
liquid. To the extent restricted securities are deemed to be illiquid, the Fund
will limit their purchase, together with other securities considered to be
illiquid, to 10% of its net assets.

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/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.

   
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, all of comparable quality to other
securities in which the Fund invests such as: obligations issued by or on behalf
of municipal or corporate issuers; 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 Massachusetts municipal securities is subject to the
federal alternative minimum tax.
    
    
    

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 up to 15% of the value of total assets to secure such
borrowings. These investment limitations cannot be changed without shareholder
approval.
    
   
    
- ------------------------------------------------------------------------------

                               SHAREHOLDER MANUAL

   SHARES ARE SOLD "NO-LOAD"--WITHOUT A SALES CHARGE. YOUR MINIMUM INITIAL
   INVESTMENT IS ONLY $2,500 OR $500 IF YOU PARTICIPATE IN THE AUTOMATIC



   INVESTMENT PROGRAM.

PRICING OF SHARES

   
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 liabilities attributable to shares
from the value of Fund assets attributable to shares, and dividing the remainder
by the number of shares outstanding.
    

   THE TERM "NET ASSET VALUE" PER SHARE REFERS TO THE VALUE OF ONE FUND
   SHARE.

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, Monday through Friday, except on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.
    

The Fund offers Shares only on days on which the New York Stock Exchange and the
Federal Reserve Bank of Boston are open for business ("Business Days"). If



BayBank Systems, Inc. (the "Shareholder Servicing Agent") receives your purchase
order on a non-Business Day, the order will not be executed until the next
Business Day in accordance with the Distributor's procedures. The Fund and the
Distributor reserve the right to reject any purchase request.

HOW TO BUY SHARES

MINIMUM INVESTMENT. You can become a shareholder with an initial investment of
$2,500, or $500 if you participate in the Automatic Investment Program. You must
submit a completed application at the time of your initial purchase. Subsequent
investments must be in amounts of at least $100, or if you participate in the
Automatic Investment Program, the minimum for additional Share purchases is $50.
The Fund may waive any investment minimums from time to time. In addition, the
Fund may reduce or waive investment minimums for investors purchasing through
qualified BayBanks accounts.

If your purchase order is received in good order and accepted by the Fund from
Federated Services Company (the "Transfer Agent") by 1:00 p.m. (Eastern time) on
a Business Day, it will be executed at the net asset value next determined and
your Shares will begin earning dividends that day. The Transfer Agent will not
communicate your purchase order to the Fund until the Shareholder Servicing
Agent has received the purchase price in Federal funds or other immediately
available funds. If your purchase order is received in good order and accepted
by the Fund from the Transfer Agent after 1:00 p.m. (Eastern time), and prior to
4:00 p.m. (Eastern time), it will be executed at the net asset value next
determined and Shares will begin earning dividends the next Business Day. When
you purchase Shares by check, the order is considered received when the check is
converted into federal funds, normally within two Business Days.




The Shareholder Servicing Agent is responsible for the prompt transmission of
purchase orders received in good order to the Transfer Agent.

   YOU MAY BUY SHARES BY TELEPHONE, MAIL, WIRE, OR IN PERSON THROUGH BAYBANKS
   OFFICES.

BY PHONE. Once you are a shareholder, you may purchase additional Shares by
calling 1-800-BAYFUND (1-800-229-3863).

   
You must have previously authorized the Fund in writing to accept telephone
requests. If you have not done so, call 1-800-BAYFUND to receive the necessary
form and information on this Fund feature. The Fund uses reasonable procedures
(incuding a shareholder identity test and sending a written confirmation of each
telephone transaction) to confirm that instructions given by telephone are
genuine. However, the Fund is not responsible for the authenticity of telephone
instructions or for any losses caused by fraudulent or unauthorized telephone
instructions if the Fund reasonably believed that the instructions were genuine.
    

The establishment of certain types of deposit account relationships with
BayBanks may permit the direct deduction of your purchase price from your
BayBanks deposit account. Please call 1-800-BAYFUND to determine whether your
BayBanks deposit account qualifies.

For the protection of investors, all phone communications may be recorded where
not otherwise prohibited by law.




BY MAIL. If you make your initial Share purchase by mail, you must send a
completed application, and a check payable to the Fund, to:

  BayFunds
  P.O. Box 889
  Burlington, MA 01803

You may obtain an application by calling
1-800-BAYFUND.

You may make subsequent investments in the Fund at any time by sending a check
for a minimum of $100 payable to the Fund at the following address:

   
  BayFunds
  P.O. Box 889
  Burlington, MA 01803
    

   
along with either (a) the detachable form that regularly accompanies
confirmation of a prior transaction, (b) a subsequent order form that may be
enclosed in the Fund mailing or can be obtained by calling 1-800-BAYFUND, or (c)
a letter stating the amount of the investment, the name of the Fund, the exact
name and address of the account, and your account number.
    



If the check does not clear, your purchase order will be cancelled.

BY WIRE. If you are a shareholder, you may purchase additional Shares by wire to
BayBanks, as agent for the Shareholder Servicing Agent, as follows:

   BayBanks

   ABA Number: 0110-0174-2

   Attention: Mutual Funds Services

   For Credit to: BayFunds Shares, Massachusetts Municipal Cash Trust; Account
   37153931

   Further Credit to: shareholder name and account number

Shares cannot be purchased by wire on days on which the New York Stock Exchange
and the Federal Reserve Wire System are not open for business and on the
following holidays: Martin Luther King Day, Columbus Day, or Veterans' Day.

THROUGH BAYBANKS OFFICES. You may place an order to purchase Shares in person
through designated BayBanks offices.

   
Purchase orders placed through BayBanks offices typically would be received by
the Transfer Agent within two Business Days. If you want more prompt processing,
you should consider another method, such as by phone, as described above.
    




CORPORATE CUSTOMERS/CAPITAL MARKETS CUSTOMERS. Corporate and/or Capital Markets
customers of BayBanks interested in purchasing Shares should consult their
account relationship managers for procedures applicable to their accounts or
call 1-800-554-3311. This prospectus should be read in conjunction with any
materials provided by BayBanks regarding such procedures.

AUTOMATIC INVESTMENT PROGRAM

   YOU CAN BUY SHARES CONVENIENTLY THROUGH THE AUTOMATIC INVESTMENT PROGRAM.

When you participate in the Automatic Investment Program, you can purchase
additional Shares in minimum amounts of $50. You must previously have authorized
in writing the total dollar amount to be deducted automatically from eligible
BayBanks deposit accounts or your deposit account maintained at a domestic
financial institution which is an automated clearing house member, and the
frequency of the deductions. The funds will be invested in Shares at the net
asset value next determined. The Fund may reduce or waive the investment
minimums for investors purchasing through qualified BayBanks accounts.

HOW TO EXCHANGE SHARES

   IF YOUR INVESTMENT NEEDS CHANGE, YOU CAN EASILY REDEEM FUND SHARES AND
   PURCHASE SHARES OF ANY BAYFUNDS' PORTFOLIO AT NO CHARGE.

BayFunds consists of the BayFunds Money Market Portfolio, the BayFunds U.S.
Treasury Money Market Portfolio, the BayFunds Short Term Yield Portfolio, the
BayFunds Bond Portfolio and the BayFunds Equity Portfolio. As a shareholder, you



have access to all of these portfolios ("Participating Funds") of BayFunds.
Because the BayFunds offer separate classes of shares, Fund shareholders (other
than certain trust and institutional investors, including qualified employee
benefit plans) must purchase shares of the Investment Shares class of these
Participating Funds.

You may redeem Shares having a net asset value of at least $100 and purchase
shares of any other Participating Funds in which you have an account. The
minimum initial investment to establish an account in any other Participating
Fund is $2,500, or $500 if you participate in the Automatic Investment Program.
BayFunds does not charge any fees for these transactions.

Shares will be redeemed at the net asset value next determined and Shares of the
Participating Fund to be acquired will be purchased at the net asset value per
share next determined after receipt of the request by the Transfer Agent on a
Business Day.

If you do not have an account in the Participating Fund whose shares you want to
acquire, you must establish an account. Prior to any such transaction, you must
receive a copy of the current prospectus of the Participating Fund into which a
purchase is to be effected. This account will be registered in the same name and
you will receive your dividends and distributions as an
automatic reinvestment in additional shares. If the new account registration
(name, address, and taxpayer identification number) is not identical to your
existing account, please call 1-800-BAYFUND for the necessary new account or
transfer procedures.

You may find this privilege useful if your investment objectives or market



outlook should change after you invest in the Fund or in any of the
Participating Funds. You may obtain further information on this privilege and
obtain a prospectus by calling 1-800-BAYFUND.

The exchange privilege is available to shareholders resident in any state in
which Participating Funds' shares being acquired may be sold.

BayFunds reserves the right to terminate this privilege at any time on 60 days'
notice. Shareholders will be notified if this privilege is terminated.

   
Depending on the circumstances, an exchange with a fluctuating net asset value
Participating Fund may generate a short-term or long-term capital gain or loss
for federal income tax purposes.
    

BY PHONE. You may provide instructions to redeem Shares and purchase shares of
any Participating Funds by calling 1-800-BAYFUND.

You must have previously authorized the Fund in writing to accept telephone
requests. If you have not done so, call 1-800-BAYFUND to receive the necessary
form and information on this Fund feature. The Fund uses reasonable procedures
(including a shareholder identity test and sending a written confirmation of
each telephone transaction) to confirm that instructions given by telephone are
genuine. However, the Fund is not responsible for the authenticity of telephone
instructions or for any losses caused by fraudulent or unauthorized telephone
instructions if the Fund reasonably believed that the instructions were genuine.



BY MAIL. You may send a written request to redeem Shares and purchase shares of
any Participating Funds to:

  BayFunds
  P.O. Box 889
  Burlington, MA 01803

Your written request must include your name and tax identification number; the
name of the Fund, the dollar amount or number of Shares to be redeemed; the name
of the Participating Fund in which shares are to be purchased; and your account
number. Your request must be signed by the registered owner(s) exactly as
required by the account application.

THROUGH BAYBANKS OFFICES. You may place an order to redeem Shares and purchase
shares of any Participating Funds in person through designated BayBanks offices.

   
Orders received through designated BayBanks offices typically would be received
by the Transfer Agent within two Business Days. For more prompt processing, you
should consider another method, such as exchanging shares by phone, as described
above.
    

HOW TO REDEEM SHARES

   
   WHEN YOU SELL YOUR SHARES--"REDEEM" THEM--YOU RECEIVE THE NET ASSET VALUE
   PER SHARE NEXT DETERMINED AFTER YOU HAVE MADE THE REQUEST. THERE ARE NO



   FEES OR OTHER REDEMPTION CHARGES (EXCEPT FOR REDEMPTIONS BY WIRE). YOU MAY
   REDEEM SOME OR ALL OF YOUR INVESTMENT.
    

The Fund redeems Shares at the net asset value next determined after the Fund
has received your redemption request from the Transfer Agent in proper form.
Redemption requests can be executed only on Business Days. If your redemption
request is received by the Shareholder Servicing Agent on a non-Business Day,
the Transfer Agent will not communicate your redemption request to the Fund
until the next Business Day.

Redemption proceeds may be credited to an eligible BayBanks deposit account,
paid by check, or paid by wire, as you previously designated in writing. The
Fund ordinarily will make payment for Shares redeemed after proper receipt from
the Transfer Agent of the redemption request and of all documents in proper form
within one Business Day to an eligible BayBanks deposit account, within five
Business Days if you requested redemption proceeds by check, or the same day by
wire if the Fund receives your redemption request from the Transfer Agent by
12:00 noon (Eastern time) on the day of redemption. Shares redeemed and wired
the same day will not receive the dividend declared on the day of redemption.

   
SIGNATURE GUARANTEES. If you request a redemption for an amount in excess of
$25,000 (no limitation if the proceeds are being credited to your BayBanks
deposit account), a redemption of any amount to be sent to an address other than
your address of record with the Fund, the transfer of the registration of
Shares, or a redemption of any amount payable to someone other than yourself as
the shareholder of record, your signature must be guaranteed on a written



redemption request by a trust company or insured commercial bank; an insured
savings association or savings bank; a member firm of a national or regional
stock exchange; or any other "eligible guarantor institution," as defined in the
Securities Exchange Act of 1934. The Transfer Agent has adopted standards for
accepting signature guarantees from the above institutions. The Fund may elect
in the future to limit eligible signature guarantors to institutions that are
members of a signature guarantee program. The Fund does not accept signatures
guaranteed by a notary public. The Fund and the Transfer Agent reserve the right
to amend these standards at any time without notice. If you have a question
about the proper form for redemption requests, call 1-800-BAYFUND.
    

   YOU MAY REDEEM SHARES BY PHONE, MAIL, WIRE OR THROUGH BAYBANKS OFFICES.

BY PHONE. You may redeem Shares by calling 1-800-BAYFUND.

You must have previously authorized the Fund in writing to accept telephone
requests. If you have not done so, call 1-800-BAYFUND to receive the necessary
form.

In the event of drastic economic or market changes, you may experience
difficulty in redeeming by telephone. If this occurs, you should consider
another method of redemption, such as by mail or by wire. See below. The Fund
uses reasonable procedures (including a shareholder identity test and sending a
written confirmation of each telephone transaction) to confirm that instructions
given by telephone are genuine. However, the Fund is not responsible for the
authenticity of telephone instructions or for any losses caused by fraudulent or
unauthorized telephone instructions if the Fund reasonably believed that the



instructions were genuine.

BY MAIL. You may redeem Shares by submitting a written request for redemption
to:

  BayFunds
  P.O. Box 889
  Burlington, MA 01803

Your written request must include your name and tax identification number, the
Fund's name, the dollar amount or number of Shares to be redeemed, and your
account number. Your request must be signed by the registered owner(s) exactly
as required by the account application.

BY WIRE. You may redeem Shares by wire (see "How to Buy Shares--By Wire") or by
calling 1-800-BAYFUND. Redemption proceeds of at
least $1,000 will be wired directly to the domestic commercial bank and account
you previously designated in writing. You are charged a fee for each wire
redemption and the fee is deducted from your redemption proceeds.

The Fund reserves the right to wire redemption proceeds within seven days after
receiving the redemption order if, in its judgment, an earlier payment could
adversely affect the Fund. The Fund also reserves the right to terminate or
modify the telephone and wire redemption procedures at any time. In that event,
shareholders would be promptly notified. Neither the Fund, the Transfer Agent,
the Sub-Transfer Agent, nor the Shareholder Servicing Agent will be responsible
for the authenticity of redemption instructions received by phone.



THROUGH BAYBANKS OFFICES. You may place an order to redeem Shares in person
through designated BayBanks offices.

   
Redemption orders received through designated BayBanks offices typically would
be received by the Transfer Agent within two Business Days. For more prompt
processing, you should consider another method, such as by phone, as described
above.
    

- -------------------------------------------------------------------------------
                           ADDITIONAL INFORMATION YOU
                                  SHOULD KNOW

   
MINIMUM BALANCE. Due to the high cost of maintaining accounts with low balances,
the Fund may redeem your Shares and send you the proceeds if, due to shareholder
redemptions your account balance falls below a minimum value of $1,000. However,
before Shares are redeemed to close an account, the shareholder will be notified
in writing and given 60 days to purchase additional Shares to meet the minimum
balance requirement. The Fund reserves the right to amend this standard upon 60
days' prior written notice to shareholders. The Fund also reserves the right to
redeem Shares involuntarily or make payment for redemptions in the form of
securities if it appears appropriate to do so in light of the Fund's
responsibilities under the Investment Company Act of 1940.
    

CONFIRMATIONS AND STATEMENTS. Confirmations of each purchase, exchange or



redemption are sent to each shareholder. Monthly statements are sent to report
transactions as well as dividends paid during the month. The Fund may suspend or
terminate its practice of confirming each transaction at any time without
notice.

DIVIDENDS AND DISTRIBUTIONS

   YOU EARN DIVIDENDS DAILY AND RECEIVE THEM MONTHLY AS AN AUTOMATIC
   REINVESTMENT IN ADDITIONAL SHARES.

Dividends from the Fund's net investment income are declared daily to
shareholders of record immediately following the 1:00 p.m. (Eastern time)
pricing of Shares. Dividends are paid monthly within five Business Days after
the end of such calendar month. The Fund does not expect to realize any net
long-term capital gains. However, if any such gains are realized, they will be
distributed to shareholders at least annually.

You will receive your dividends and your distributions as an automatic
reinvestment in additional Shares at the net asset value next determined on the
payment dates.

TAX INFORMATION

   THIS DISCUSSION OF TAXES IS FOR GENERAL INFORMATION ONLY. PLEASE CONSULT
   YOUR OWN TAX ADVISER ABOUT YOUR PARTICULAR SITUATION.

   
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.
    

   INTEREST ON SOME MUNICIPAL SECURITIES MAY BE SUBJECT TO THE FEDERAL
   ALTERNATIVE MINIMUM TAX.

   
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.
    

   
MASSACHUSETTS TAX CONSIDERATIONS. Under existing Massachusetts laws,
distributions made by the Fund will not be subject to Massachusetts personal
income taxes to the extent that such distributions qualify as exempt interest
dividends under the Internal Revenue Code, and represent (i) interest or gain on
obligations issued by the Commonwealth of Massachusetts, its political
subdivisions or agencies; or (ii) interest on obligations of the United States,
its territories or possessions to the extent exempt from taxation by the states
pursuant to federal law. Conversely, to the extent that distributions made by
the Fund are derived from other types of obligations, such distributions may be
subject to Massachusetts personal income taxes.
    

Shareholders subject to the Massachusetts corporate excise tax must include all



dividends paid by the Fund in their net income, and the value of their shares of
stock in the Fund in their net worth, when computing the Massachusetts corporate
excise tax.

   
OTHER STATE AND LOCAL TAXES. Income from the Fund is not necessarily free from
taxes in states other than Massachusetts. Shareholders are urged to consult
their own tax advisers regarding the status of their accounts under state and
local tax laws.
    

PERFORMANCE INFORMATION

   
From time to time, in advertisements or in reports to shareholders, the
performance, total return and yield of the Fund may be quoted and compared to
those of other mutual funds with similar investment objectives and to relevant
money market indices or to rankings prepared by independent services or other
financial or industry publications that monitor the performance of mutual funds.
For example, the performance of the Fund may be compared to data prepared by
Lipper Analytical Services, Inc., a widely recognized independent service which
monitors the performance of mutual funds.
    

   
National financial publications in which performance and yield data are reported
may include The Wall Street Journal, The New York Times, Forbes, or Money
magazine. Publications of a local or regional nature, such as The Boston Globe



or The Boston Herald, may also be used in comparing the performance, total
return and yield of the Fund.
    

   
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 the investment shown as a percentage of the investment. The effective yield
is calculated similarly to the yield but, when annualized, the income earned by
an investment 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.
    

   
TAX-EQUIVALENT YIELD. The tax-equivalent yield for the Fund is calculated
similarly to the yield, but is adjusted to reflect the taxable yield that the
Fund would have had to earn to equal its actual yield, assuming a 39.6% federal
tax rate and the 12% regular personal income tax rate imposed by Massachusetts
and assuming that income earned by the Fund is 100% tax-exempt on a regular
federal, state, and local basis.


    
   
For the seven day periods ended October 31, 1995, and November 30, 1995, the
tax-equivalent yields for the Shares were 6.86% and 6.82%, respectively.
    
   
TOTAL RETURN. Total return represents the change, over a specified period of



time, in the value of an investment in the Shares after reinvesting all income
distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.
    

Yield, effective yield, tax-equivalent yield and total return will be calculated
separately for BayFunds Shares and Institutional Service Shares.

   
From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare the
Fund's performance to certain indices.
    

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 is an
attractive choice for investors, particularly in times of narrow spreads between
tax-free and taxable yields.
    
    



<TABLE>
                       TAXABLE YIELD EQUIVALENT FOR 1995
                             STATE OF MASSACHUSETTS
- --------------------------------------------------------------------------------
<S>                       <C>        <C>        <C>         <C>         <C>
TAX BRACKET:
FEDERAL                    15.00%     28.00%      31.00%      36.00%      39.60%

COMBINED FEDERAL
AND STATE                  27.00%     40.00%      43.00%      48.00%      51.60%
- --------------------------------------------------------------------------------
JOINT RETURN:                  $1-   $39,001-    $94,251-   $143,601-       Over
                           39,000     94,250     143,600     256,500  $  256,500

SINGLE RETURN:                 $1-   $23,351-    $56,551-   $117,951-       Over
                           23,350     56,550     117,950     256,500  $  256,500
- --------------------------------------------------------------------------------
TAX-EXEMPT YIELD                        TAXABLE YIELD EQUIVALENT
- --------------------------------------------------------------------------------
        1.50%               2.05%      2.50%       2.63%       2.88%       3.10%
         2.00                2.74       3.33        3.51        3.85        4.13
         2.50                3.42       4.17        4.39        4.81        5.17
         3.00                4.11       5.00        5.26        5.77        6.20
         3.50                4.79       5.83        6.14        6.73        7.23
         4.00                5.48       6.67        7.02        7.69        8.26
         4.50                6.16       7.50        7.89        8.65        9.30
         5.00                6.85       8.33        8.77        9.62       10.33
         5.50                7.53       9.17        9.65       10.58       11.36



         6.00                8.22      10.00       10.53       11.54       12.40
</TABLE>




    
   
Note: The maximum marginal tax rate for each bracket was used in calculating
the taxable yield equivalent. Furthermore, additional state and local taxes paid
on comparable taxable investments were not used to increase federal deductions.
    

   
The chart 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.
    

MANAGEMENT, DISTRIBUTION
AND ADMINISTRATION

   
The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. With respect to this Fund, as of the date of this
prospectus, the Board of Trustees ("Trustees") has established two classes of



shares, BayFunds Shares and Institutional Service Shares. This prospectus
relates only to BayFunds Shares of the Fund.
    

Shares are designed primarily for individuals, partnerships and corporations who
seek a convenient means of accumulating an interest in a professionally managed,
non-diversified portfolio limited to short-term Massachusetts municipal
securities. The Fund is not likely to be a suitable investment for
non-Massachusetts taxpayers or retirement plans since it intends to invest
primarily in Massachusetts municipal securities.

   AS A SHAREHOLDER, YOU ARE ENTITLED TO VOTE ON CERTAIN MATTERS.

   
VOTING RIGHTS. Each Share of the Fund gives the shareholder one vote in Trustee
elections and other matters submitted to shareholders for vote. All shares of
all classes of each portfolio in the Trust have equal voting rights except that
in matters affecting only a particular Fund or class, only shares of that
particular Fund or class are entitled to vote. As of December 4, 1995, John &
Co., Burlington, Massachusetts, acting in various capacities for numerous
accounts, was the owner of record of 48,086,126 shares (100%) of the Fund, and
therefore, may, for certain purposes, be deemed to control the Fund and be able
to affect the outcome of certain matters presented for a vote of shareholders.
    

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 shall
be called by the Trustees upon the written request of shareholders owning at
least 10% of the outstanding shares of all series of the Trust entitled to vote.

   A BOARD OF TRUSTEES SUPERVISES FEDERATED MUNICIPAL TRUST.

The Trust is managed by a Board of Trustees. The Trustees are responsible for
managing the business affairs of the Trust and for exercising all of the powers
of the Trust except those reserved for the shareholders. An Executive Committee
handles the Trustees' responsibilities between meetings of the Trustees.

INVESTMENT ADVISER

   ACTING UNDER THE DIRECTION OF THE TRUSTEES, THE ADVISER MAKES INVESTMENT
   DECISIONS FOR THE FUND.

Pursuant to an investment advisory contract (the "Advisory Contract") with the
Trust, investment decisions for the Fund are made by Federated Management, the
Fund's investment adviser (the "Adviser") subject to direction by the Trustees.
The Adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase or sale of portfolio instruments, for
which it receives an annual fee from the Fund.

ADVISORY FEES. The Adviser receives an annual investment advisory fee equal to
 .50 of 1% of the Fund's average daily net assets. Under the Advisory Contract,
which provides for the voluntary waiver of the advisory fee by the Adviser, the
Adviser may voluntarily waive some or all of the advisory fee. This does not



include reimbursement to the Fund of any expenses incurred by shareholders who
use the transfer agent's sub-accounting facilities. The Adviser can terminate
this voluntary waiver of expenses at any time in its sole discretion. The
Adviser has also undertaken to reimburse the Fund for operating expenses in
excess of limitations established by certain states.

   THE ADVISER HAS EXTENSIVE INVESTMENT EXPERIENCE.

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. With over $72 billion invested across more than 260 funds
under management and/or administration by its subsidiaries, as of December 31,
1994, Federated Investors is one of the largest mutual fund investment managers
in the United States.
    

   
Both the Fund and the Adviser have adopted strict codes of ethics governing the



conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of employees'
own interest. Among other things, the codes: require preclearance and periodic
reporting of personal securities transactions; prohibit personal transactions in
securities being purchased or sold, or being considered for purchase or sales,
by the Fund; prohibit purchasing securities in initial public offerings; and
prohibit taking profits on securities held for less than sixty days. Violations
of the codes are subject to review by the Trustees, and could result in severe
penalties.
    

DISTRIBUTION

   FEDERATED SECURITIES CORP. IS THE PRINCIPAL DISTRIBUTOR FOR SHARES OF THE
   FUND.

Federated Securities Corp. is the principal distributor (the "Distributor") for
the 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 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.

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

   VARIOUS ORGANIZATIONS PROVIDE SERVICES TO 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:
    



<TABLE>
<CAPTION>
        MAXIMUM               AVERAGE AGGREGATE
  ADMINISTRATIVE FEE          DAILY NET ASSETS
<C>                      <S>
      0.15 of 1%         on the first $250 million
      0.125 of 1%        on the next $250 million
      0.10 of 1%         on the next $250 million
      0.075 of 1%        on assets in excess of
                                 $750 million
</TABLE>





The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Administrative Services may choose voluntarily to waive a portion of
its fee.

   
    

SHAREHOLDER SERVICING AGENT. BayBank Systems, Inc., Waltham, Massachusetts, is
the Fund's shareholder servicing agent. The Fund may pay the Shareholder
Servicing Agent a fee based on the average daily net asset value of Shares for
which it provides shareholder services. These shareholder services include, but
are not limited to, distributing prospectuses and other information, providing
shareholder assistance and communicating or facilitating purchases and
redemptions of Shares. This fee will be equal to .25 of 1% of the Fund's average
daily net assets for which the Shareholder Servicing Agent provides services;
however, the Shareholder Servicing Agent may choose voluntarily to waive all or
a portion of its fee at any time.

   
    

OTHER CLASSES OF SHARES

   
The Fund also offers another class of shares called Institutional Service



Shares. Institutional Service Shares are sold to accounts for which financial
institutions act in an agency capacity. Investments in Institutional Service
Shares are subject to a minimum initial investment of $25,000. Institutional
Service Shares are sold at net asset value.
    

   
Institutional Service Shares and BayFund Shares are subject to certain of the
same expenses. Institutional Service Shares are distributed with no 12b-1 fees
but are subject to shareholder services fees. Expense differences, however,
between Institutional Service Shares and BayFund Shares may affect the
performance of each class.
    

   
To obtain more information and a prospectus for Institutional Service Shares,
investors may call 1-800-235-4669.
    

- --------------------------------------------------------------------------------
   
                       MASSACHUSETTS MUNICIPAL CASH TRUST
               FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES

                (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

REFERENCE IS MADE TO THE REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON PAGE 34.
    




<TABLE>
<CAPTION>
                                                                              YEAR ENDED OCTOBER 31,
                                                           1995       1994       1993       1992       1991      1990(a)
<S>                                                      <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                     $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00
- -------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------
     Net investment income                                    0.03       0.02       0.02       0.03       0.05       0.03
- -------------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
LESS DISTRIBUTIONS
- -------------------------------------------------------
     Dividends from net investment income                    (0.03)     (0.02)     (0.02)     (0.03)     (0.05)     (0.03)
- -------------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                           $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00
- -------------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN (b)                                              3.34%      2.14%      1.99%      2.87%      4.63%      2.59%
- -------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------
     Expenses                                                 0.55%      0.55%      0.53%      0.34%      0.30%      0.17%*
- -------------------------------------------------------
     Net investment income                                    3.30%      2.12%      1.97%      2.82%      4.48%      5.66%*
- -------------------------------------------------------
     Expense waiver/reimbursement (c)                         0.45%      0.35%      0.43%      0.55%      0.69%      0.57%*
- -------------------------------------------------------
SUPPLEMENTAL DATA



- -------------------------------------------------------
     Net assets, end of period (000 omitted)               $99,628    $90,013    $84,524    $85,570    $81,681    $63,483
- -------------------------------------------------------
</TABLE>





   
  * Computed on an annualized basis.

 (a) Reflects operations for the period from May 18, 1990 (date of initial
     public investment) to October 31, 1990.

 (b) Based on net asset value, which does not reflect the sales charge or
     contingent deferred sales charge, if applicable.

 (c) This voluntary expense decrease is reflected in both the expense and net
     investment income ratios shown above.
    

(See Notes which are an integral part of the Financial Statements)

   
MASSACHUSETTS MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS

OCTOBER 31, 1995
- --------------------------------------------------------------------------------
    
   



<TABLE>
<CAPTION>
 PRINCIPAL                                                                                  CREDIT
   AMOUNT                                                                                   RATING*        VALUE
<C>           <S>                                                                         <C>          <C>
- ------------  --------------------------------------------------------------------------  -----------  --------------
SHORT-TERM MUNICIPAL SECURITIES--99.3%
- ----------------------------------------------------------------------------------------
              MASSACHUSETTS--99.3%
              --------------------------------------------------------------------------
$  3,535,000  Attleboro, MA, (Lot A), 4.10% BANs, 12/14/1995                                   NR(3)   $    3,535,408
              --------------------------------------------------------------------------
   2,000,000  Attleboro, MA, (Lot B), 5.25% BANs, 2/14/1996                                    NR(3)        2,000,817
              --------------------------------------------------------------------------
   1,250,000  Attleboro, MA, (Lot B), 5.50% BANs, 2/14/1996                                    NR(3)        1,251,366
              --------------------------------------------------------------------------
   1,500,000  Attleboro, MA, 4.10% BANs, 12/14/1995                                            NR(3)        1,500,347
              --------------------------------------------------------------------------
     620,000  Billerica, MA, LT GO Bonds, 7.25% (MBIA Insurance Corporation INS),
              10/15/1996                                                                       NR(1)          638,493
              --------------------------------------------------------------------------
   2,000,000  Boston, MA Water & Sewer Commission, General Revenue Bonds (1994 Series A)
              Weekly VRDNs (State Street Bank and Trust Co. LOC)                               VMIG1        2,000,000
              --------------------------------------------------------------------------
   5,000,000 (a) Clipper, MA Tax Exempt Trust Weekly VRDNs (State Street Bank and Trust Co.
              LIQ)                                                                             VMIG1        5,000,000
              --------------------------------------------------------------------------
   3,465,000 (a) Clipper, MA Tax Exempt Trust, (Series 1993-1) Weekly VRDNs (State Street



              Bank and Trust Co. LIQ)                                                          VMIG1        3,465,000
              --------------------------------------------------------------------------
   3,000,000  Commonwealth of Massachusetts Weekly VRDNs (AMBAC INS)/(Citibank NA, New
              York LIQ)                                                                        NR(1)        3,000,000
              --------------------------------------------------------------------------
   3,500,000  Commonwealth of Massachusetts, (Series A), 3.75% CP (Union Bank of
              Switzerland, Zurich LIQ), Mandatory Tender 11/8/1995                               P-1        3,500,000
              --------------------------------------------------------------------------
   3,200,000  Framingham, MA IDA Weekly VRDNs (Perini Corp)/(Barclays Bank PLC, London
              LOC)                                                                              A-1+        3,200,000
              --------------------------------------------------------------------------
   3,093,000  Greenfield, MA, 4.25% BANs, 9/13/1996                                            NR(3)        3,099,438
              --------------------------------------------------------------------------
   1,000,000  Haverhill, MA, 8.875% Bonds (United States Treasury PRF), 12/1/1995 (@102)       NR(1)        1,023,454
              --------------------------------------------------------------------------
     300,000  Ludlow, MA Weekly VRDNs (Advanced Drainage System, Inc.)/(First National
              Bank of Chicago LOC)                                                               P-1          300,000
              --------------------------------------------------------------------------
   4,000,000  Mashpee, MA, 4.22% BANs, 7/5/1996                                                NR(3)        4,001,572
              --------------------------------------------------------------------------
   1,500,000  Massachusetts Bay Transit Authority, (Series C), 3.70% CP (Westdeutsche
              Landesbank Girozentrale LOC), Mandatory Tender 1/17/1996                         SP-1+        1,500,000
              --------------------------------------------------------------------------
$  4,000,000  Massachusetts HEFA Weekly VRDNs (Harvard University)                              A-1+   $    4,000,000
              --------------------------------------------------------------------------
</TABLE>




    
   
MASSACHUSETTS MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
    
    



<TABLE>
<CAPTION>
 PRINCIPAL                                                                                CREDIT
   AMOUNT                                                                                 RATING*        VALUE
<C>           <S>                                                                       <C>          <C>
- ------------  ------------------------------------------------------------------------  -----------  --------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ----------------------------------------------------------------------------------------
              MASSACHUSETTS--CONTINUED
              --------------------------------------------------------------------------
   3,460,000  Massachusetts HEFA Weekly VRDNs (Newbury College)/ (Barclays Bank PLC,
              London LOC)                                                                        P-1        3,460,000
              --------------------------------------------------------------------------
     200,000  Massachusetts HEFA, (Series A) Weekly VRDNs (Brigham & Women's
              Hospital)/(Sanwa Bank Ltd, Osaka LOC)                                              P-1          200,000
              --------------------------------------------------------------------------
   3,410,000  Massachusetts HEFA, (Series A) Weekly VRDNs (New England Home For Little
              Wanderers)/(First National Bank of Boston, MA LOC)                                 P-1        3,410,000
              --------------------------------------------------------------------------
   2,900,000  Massachusetts HEFA, (Series B) Weekly VRDNs (Clark University)/(Sanwa Bank
              Ltd, Osaka LOC)                                                                  VMIG1        2,900,000
              --------------------------------------------------------------------------
   1,500,000  Massachusetts HEFA, (Series D) Weekly VRDNs (Capital Asset Program)/(MBIA
              Insurance Corporation INS)/(Sanwa Bank Ltd, Osaka LIQ)                           VMIG1        1,500,000
              --------------------------------------------------------------------------
   2,400,000  Massachusetts HEFA, (Series E) Weekly VRDNs (Williams College, MA)                A-1+        2,400,000
              --------------------------------------------------------------------------
     400,000  Massachusetts HEFA, (Series E) Weekly VRDNs (Capital Asset Program)/(First



              National Bank of Chicago LIQ)/(Sanwa Bank Ltd, Osaka LOC)                        VMIG1          400,000
              --------------------------------------------------------------------------
   6,300,000  Massachusetts HEFA, (Series F) Weekly VRDNs (Children's Hospital of
              Boston)                                                                           A-1+        6,300,000
              --------------------------------------------------------------------------
   2,500,000  Massachusetts HEFA, (Series G) Weekly VRDNs (Massachusetts Institute of
              Technology)                                                                      NR(1)        2,500,000
              --------------------------------------------------------------------------
   4,000,000  Massachusetts HEFA, 3.75% CP (Fallon Heathcare System)/ (Sanwa Bank Ltd,
              Osaka LOC), Mandatory Tender 2/22/1996                                            A-1+        4,000,000
              --------------------------------------------------------------------------
   5,000,000  Massachusetts HEFA, 3.80% CP (Harvard University), Mandatory Tender
              1/26/1996                                                                         A-1+        5,000,000
              --------------------------------------------------------------------------
   3,000,000  Massachusetts HEFA, 3.90% CP (Fallon Heathcare System)/ (Sanwa Bank Ltd,
              Osaka LOC), Mandatory Tender 11/28/1995                                           A-1+        3,000,000
              --------------------------------------------------------------------------
     800,000  Massachusetts Municipal Wholesale Electric Company, Variable Rate Power
              Supply System Revenue Bonds (1994 Series C) Weekly VRDNs (Canadian
              Imperial Bank of Commerce, Toronto LOC)                                           A-1+          800,000
              --------------------------------------------------------------------------
</TABLE>




     
   
MASSACHUSETTS MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
    
    



<TABLE>
<CAPTION>
 PRINCIPAL                                                                                CREDIT
   AMOUNT                                                                                 RATING*        VALUE
<C>           <S>                                                                       <C>          <C>
- ------------  ------------------------------------------------------------------------  -----------  --------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ----------------------------------------------------------------------------------------
              MASSACHUSETTS--CONTINUED
              --------------------------------------------------------------------------
$  2,400,000  Massachusetts Port Authority, (Series 1995A) Daily VRDNs (Landesbank
              Hessen-Thueringen, Frankfurt LOC)                                                 A-1+   $    2,400,000
              --------------------------------------------------------------------------
   3,270,000  Massachusetts State HFA, Multi-Family Housing Refunding Bonds (1995 Series
              A), 5.00% (MBIA Insurance Corporation INS), 7/1/1996                             NR(1)        3,287,798
              --------------------------------------------------------------------------
   4,000,000  Massachusetts Water Resources Authority, (Series 1994), 3.80% CP (Morgan
              Guaranty Trust Co., New York LOC), Mandatory Tender 12/13/1995                    A-1+        4,000,000
              --------------------------------------------------------------------------
   1,000,000  Massachusetts, IFA Weekly VRDNs (Berkshire, MA School)/ (National
              Westminster Bank, PLC, London LOC)                                               VMIG1        1,000,000
              --------------------------------------------------------------------------
   1,300,000  Massachusetts, IFA Weekly VRDNs (Groton School)/(National Westminster
              Bank, PLC, London LOC)                                                           VMIG1        1,300,000
              --------------------------------------------------------------------------
   8,000,000  Massachusetts, IFA Weekly VRDNs (Kendall Square Entity)/ (State Street
              Bank and Trust Co. LOC)                                                            P-1        8,000,000
              --------------------------------------------------------------------------



     500,000  Massachusetts, IFA Weekly VRDNs (New England Deaconess Associates)/(Banque
              Paribas, Paris LOC)                                                                A-1          500,000
              --------------------------------------------------------------------------
   1,100,000  Massachusetts, IFA, (1991 Issue), 5.25% TOBs (St. Mark's School of
              Southborough, Inc.)/(Barclays Bank PLC, London LOC), Mandatory Tender
              1/9/1996                                                                         VMIG1        1,100,000
              --------------------------------------------------------------------------
     300,000  Massachusetts, IFA, (Series 1992) Weekly VRDNs (Holyoke Water Power
              Co.)/(Canadian Imperial Bank of Commerce, Toronto LOC)                           VMIG1          300,000
              --------------------------------------------------------------------------
   2,000,000  Massachusetts, IFA, (Series 1992B), 3.75% CP (New England Power Co.),
              Mandatory Tender 11/27/1995                                                        A-1        2,000,000
              --------------------------------------------------------------------------
   5,000,000  Massachusetts, IFA, (Series 1992B), 3.80% CP (New England Power Co.),
              Mandatory Tender 2/13/1996                                                         A-1        5,000,000
              --------------------------------------------------------------------------
   5,800,000  Massachusetts, IFA, (Series 1995) Weekly VRDNs (Whitehead Institute for
              Biomedical Research)                                                             VMIG1        5,800,000
              --------------------------------------------------------------------------
     925,000  Massachusetts, IFA, (Series A) Weekly VRDNs (Hockomock YMCA)/(Bank of Nova
              Scotia, Toronto LOC)                                                               P-1          925,000
              --------------------------------------------------------------------------
</TABLE>




     
   
MASSACHUSETTS MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
    
    



<TABLE>
<CAPTION>
 PRINCIPAL                                                                                CREDIT
   AMOUNT                                                                                 RATING*        VALUE
<C>           <S>                                                                       <C>          <C>
- ------------  ------------------------------------------------------------------------  -----------  --------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ----------------------------------------------------------------------------------------
              MASSACHUSETTS--CONTINUED
              --------------------------------------------------------------------------
$  4,000,000  Massachusetts, IFA, (Series B) Weekly VRDNs (Williston North Hampton
              School)/(National Westminster Bank, PLC, London LOC)                              A-1+   $    4,000,000
              --------------------------------------------------------------------------
   6,000,000  Massachusetts, IFA, Variable Rate Demand Revenue Bonds (Series 1995)
              Weekly VRDNs (Emerson College Issue)/ (Baybank, Burlington, MA LOC)                P-2        6,000,000
              --------------------------------------------------------------------------
   1,000,000  Massachusetts, IFA, Variable Rate Refunding Revenue Bonds 1994 Project
              Daily VRDNs (Showa Womens Institute Boston, Inc.)/(Fuji Bank, Ltd., Tokyo
              LOC)                                                                             VMIG1        1,000,000
              --------------------------------------------------------------------------
   5,600,000  New Bedford, MA, 4.60% BANs (Fleet National Bank, Providence, R.I. LOC),
              3/15/1996                                                                          P-1        5,614,145
              --------------------------------------------------------------------------
   2,500,000  North Adams, MA, 4.24% BANs, 6/30/1996                                           NR(3)        2,501,422
              --------------------------------------------------------------------------
   2,297,900  North Attleborough, MA, 4.65% BANs, 4/19/1996                                    NR(3)        2,299,886
              --------------------------------------------------------------------------
   5,300,000  Springfield, MA , 4.40% BANs (Fleet National Bank, Providence, R.I. LOC),



              2/9/1996                                                                           P-1        5,308,469
              --------------------------------------------------------------------------
   4,000,000  Springfield, MA , 4.50% BANs (Fleet National Bank, Providence, R.I. LOC),
              2/9/1996                                                                           P-1        4,006,426
              --------------------------------------------------------------------------               --------------
              TOTAL INVESTMENTS (AT AMORTIZED COST)(B)                                                 $  145,229,041
              --------------------------------------------------------------------------               --------------
</TABLE>




     
   
  *  Please refer to the Appendix of the Statement of Additional Information for
     an explanation of the credit ratings. Current credit ratings are unaudited.

 (a) Denotes a restricted security which is subject to restrictions or resale
     under Federal Securities laws. These securities have been determined to be
     liquid under criteria established by the Board of Trustees at the end of
     the period, these securities amounted to $8,465,000 which represents 5.8%
     of net assets.

(b) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($146,207,706) at October 31, 1995.
    
    
The following acronyms are used throughout this portfolio:

AMBAC--American Municipal Bond Assurance Corporation
BANs--Bond Anticipation Notes
CP--Commercial Paper
GO--General Obligation
HEFA--Health and Education Facilities Authority
HFA--Housing Finance Authority
IDA--Industrial Development Authority
IFA--Industrial Finance Authority



INS--Insured
LIQ--Liquidity Agreement
LOC--Letter of Credit
LT--Limited Tax
MBIA--Municipal Bond Investors Assurance
PLC--Public Limited Company
PRF--Prerefunded
TOBs--Tender Option Bonds
VRDNs--Variable Rate Demand Notes

(See Notes which are an integral part of the Financial Statements)
    
   
MASSACHUSETTS MUNICIPAL CASH TRUST
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
    
    



<TABLE>
<S>                                                                                         <C>         <C>
ASSETS:
- ------------------------------------------------------------------------------------------------------
Total investments in securities, at amortized cost and value                                            $  145,229,041
- ------------------------------------------------------------------------------------------------------
Cash                                                                                                           181,475
- ------------------------------------------------------------------------------------------------------
Income receivable                                                                                            1,052,777
- ------------------------------------------------------------------------------------------------------
Receivable for shares sold                                                                                         958
- ------------------------------------------------------------------------------------------------------
Deferred expenses                                                                                                1,248
- ------------------------------------------------------------------------------------------------------  --------------
     Total assets                                                                                          146,465,499
- ------------------------------------------------------------------------------------------------------
LIABILITIES:
- ------------------------------------------------------------------------------------------
Income distribution payable                                                                 $  219,077
- ------------------------------------------------------------------------------------------
Accrued expenses                                                                                38,716
- ------------------------------------------------------------------------------------------  ----------
     Total liabilities                                                                                         257,793
- ------------------------------------------------------------------------------------------------------  --------------
NET ASSETS for 146,207,706 shares outstanding                                                           $  146,207,706
- ------------------------------------------------------------------------------------------------------  --------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- ------------------------------------------------------------------------------------------------------



INSTITUTIONAL SERVICE SHARES:
- ------------------------------------------------------------------------------------------------------
($99,627,788 / 99,627,788 shares outstanding)                                                                    $1.00
- ------------------------------------------------------------------------------------------------------  --------------
BAYFUNDS SHARES:
- ------------------------------------------------------------------------------------------------------
($46,579,918 / 46,579,918 shares outstanding)                                                                    $1.00
- ------------------------------------------------------------------------------------------------------  --------------
</TABLE>





(See Notes which are an integral part of the Financial Statements)

    
   

MASSACHUSETTS MUNICIPAL CASH TRUST
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------



<TABLE>
<S>                                                                              <C>          <C>         <C>
INVESTMENT INCOME:
- --------------------------------------------------------------------------------------------------------
Interest                                                                                                  $  5,286,218
- --------------------------------------------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------------------------------------------
Investment advisory fee                                                                       $  686,918
- --------------------------------------------------------------------------------------------
Administrative personnel and services fee                                                        155,000
- --------------------------------------------------------------------------------------------
Custodian fees                                                                                    36,851
- --------------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                          47,328
- --------------------------------------------------------------------------------------------
Sub-transfer agent fees--BayFunds Shares                                                          20,832
- --------------------------------------------------------------------------------------------
Directors'/Trustees' fees                                                                          1,447
- --------------------------------------------------------------------------------------------
Auditing fees                                                                                     14,671
- --------------------------------------------------------------------------------------------
Legal fees                                                                                         2,692
- --------------------------------------------------------------------------------------------
Portfolio accounting fees                                                                         40,267
- --------------------------------------------------------------------------------------------
Shareholder services fee--Institutional Service Shares                                           232,505
- --------------------------------------------------------------------------------------------



Shareholder services fee--BayFunds Shares                                                        110,936
- --------------------------------------------------------------------------------------------
Share registration costs                                                                          17,284
- --------------------------------------------------------------------------------------------
Printing and postage                                                                              16,615
- --------------------------------------------------------------------------------------------
Insurance premiums                                                                                 5,740
- --------------------------------------------------------------------------------------------
Miscellaneous                                                                                      9,888
- --------------------------------------------------------------------------------------------  ----------
     Total expenses                                                                            1,398,974
- --------------------------------------------------------------------------------------------
Waivers--
- -------------------------------------------------------------------------------
     Waiver of investment advisory fee                                           $  (276,299)
- -------------------------------------------------------------------------------
     Waiver of shareholder services fee--Institutional Service Shares               (232,505)
- -------------------------------------------------------------------------------
     Waiver of shareholder services fee--BayFunds Shares                            (110,936)
- -------------------------------------------------------------------------------  -----------
       Total waivers                                                                            (619,740)
- --------------------------------------------------------------------------------------------  ----------
          Net expenses                                                                                         779,234
- --------------------------------------------------------------------------------------------------------  ------------
               Net investment income                                                                      $  4,506,984
- --------------------------------------------------------------------------------------------------------  ------------
</TABLE>





(See Notes which are an integral part of the Financial Statements)

    
   

MASSACHUSETTS MUNICIPAL CASH TRUST
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                                        YEAR ENDED OCTOBER 31,
<S>                                                                               <C>                 <C>
                                                                                         1995              1994
INCREASE (DECREASE) IN NET ASSETS:
- --------------------------------------------------------------------------------
OPERATIONS--
- --------------------------------------------------------------------------------
Net investment income                                                              $      4,506,984   $     2,717,161
- --------------------------------------------------------------------------------  ------------------  ---------------
DISTRIBUTIONS TO SHAREHOLDERS--
- --------------------------------------------------------------------------------
Distributions from net investment income
- --------------------------------------------------------------------------------
  Institutional Service Shares                                                           (3,066,535)       (2,037,982)
- --------------------------------------------------------------------------------
  BayFunds Shares                                                                        (1,440,449)         (679,179)
- --------------------------------------------------------------------------------  ------------------  ---------------
     Change in net assets resulting from distributions to shareholders                   (4,506,984)       (2,717,161)
- --------------------------------------------------------------------------------  ------------------  ---------------
SHARE TRANSACTIONS--
- --------------------------------------------------------------------------------
Proceeds from sale of shares                                                            371,068,422       349,831,127
- --------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of distributions
declared                                                                                  2,255,146         1,275,493
- --------------------------------------------------------------------------------



Cost of shares redeemed                                                                (359,040,754)     (321,848,920)
- --------------------------------------------------------------------------------  ------------------  ---------------
     Change in net assets resulting from share transactions                              14,282,814        29,257,700
- --------------------------------------------------------------------------------  ------------------  ---------------
          Change in net assets                                                           14,282,814        29,257,700
- --------------------------------------------------------------------------------
NET ASSETS:
- --------------------------------------------------------------------------------
Beginning of period                                                                     131,924,892       102,667,192
- --------------------------------------------------------------------------------  ------------------  ---------------
End of period                                                                      $    146,207,706   $   131,924,892
- --------------------------------------------------------------------------------  ------------------  ---------------
</TABLE>





(See Notes which are an integral part of the Financial Statements)

    
   

MASSACHUSETTS MUNICIPAL CASH TRUST
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------

 (1) ORGANIZATION

Federated Municipal Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act") as an open-end, management
investment company. The Trust consists of fifteen non-diversified portfolios.
The financial statements included herein are only those of Massachusetts
Municipal Cash Trust (the "Fund"). The financial statements of the other
portfolios are presented separately. The assets of each portfolio are segregated
and a shareholder's interest is limited to the portfolio in which shares are
held. The Fund offers two classes of shares: Institutional Service Shares and
BayFund Shares.

(2) SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These



policies are in conformity with generally accepted accounting principles.

     INVESTMENT VALUATIONS--The Fund's use of the amortized cost method to value
     its portfolio securities is in accordance with Rule 2a-7 under the Act.

     INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
     are accrued daily. Bond premium and discount, if applicable, are amortized
     as required by the Internal Revenue Code, as amended (the "Code").
     Distributions to shareholders are recorded on the ex-dividend date.

     FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the
     Code applicable to regulated investment companies and to distribute to
     shareholders each year substantially all of its income. Accordingly, no
     provisions for federal tax are necessary.

     WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Fund may engage in
     when-issued or delayed delivery transactions. The Fund records when-issued
     securities on the trade date and maintains security positions such that
     sufficient liquid assets will be available to make payment for the
     securities purchased. Securities purchased on a when-issued or delayed
     delivery basis are marked to market daily and begin earning interest on the
     settlement date.

     CONCENTRATION OF CREDIT RISK--Since the Fund invests a substantial portion
     of its assets in issuers located in one state, it will be more susceptible
     to factors adversely affecting issuers of that state than would be a
     comparable tax-exempt mutual fund that invests nationally. In order to
     reduce the credit risk associated with such factors, at October 31, 1995,



     55.1% of the securities in the portfolio of investments are backed by
     letters of credit or bond insurance of various financial institutions and
     financial guaranty assurance agencies. The value of investments
     insured by or supported (backed) by a letter of credit for any one
     institution or agency does not exceed 10.3% of total investments.

     DEFERRED EXPENSES--The costs incurred by the Fund with respect to
     registration of its shares in its first fiscal year, excluding the initial
     expense of registering its shares, have been deferred and are being
     amortized using the straight-line method over a period of five years from
     the Fund's commencement date.

     RESTRICTED SECURITIES--Restricted securities are securities that may only
     be resold upon registration under federal securities laws or in
     transactions exempt from such registration. Many restricted securities may
     be resold in the secondary market in transactions exempt from registration.
     In some cases, the restricted securities may be resold without registration
     upon exercise of a demand feature. Such restricted securities may be
     determined to be liquid under criteria established by the Board of
     Trustees. The Fund will not incur any registration costs upon such resales.
     Restricted securities are valued at amortized cost in accordance with Rule
     2a-7 under the Investment Company Act of 1940.

    Additional information on each restricted security held at October 31, 1995
is as follows:



<TABLE>
<CAPTION>
                       SECURITY                            ACQUISITION DATE      ACQUISITION COST

<S>                                                      <C>                   <C>
Clipper, MA, Tax Exempt Trust, Weekly
VRDNs (State Street Bank and Trust Co. LIQ)                      5/15/95           $  5,000,000

Clipper, MA, Tax Exempt Trust, (Series
1993-1) Weekly VRDNs (State Street Bank
and Trust Co. LIQ)                                               6/30/95           $  3,465,000
</TABLE>





     OTHER--Investment transactions are accounted for on the trade date.

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At October 31, 1995, capital paid-in aggregated $146,207,706.

MASSACHUSETTS MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

Transactions in shares were as follows:



<TABLE>
<CAPTION>
                                                                                        YEAR ENDED OCTOBER 31,
<S>                                                                                 <C>             <C>
                                                                                         1995            1994
INSTITUTIONAL SERVICE SHARES
- ----------------------------------------------------------------------------------
Shares sold                                                                            337,436,671     298,784,520
- ----------------------------------------------------------------------------------
Shares issued to shareholders in
payment of distributions declared                                                          814,368         594,441
- ----------------------------------------------------------------------------------
Shares redeemed                                                                       (328,636,637)   (293,889,923)
- ----------------------------------------------------------------------------------  --------------  --------------
     Net change resulting from
     Institutional Service share transactions                                            9,614,402       5,489,038
- ----------------------------------------------------------------------------------  --------------  --------------
</TABLE>




<TABLE>
<CAPTION>
                                                                                        YEAR ENDED OCTOBER 31,
<S>                                                                                   <C>             <C>
                                                                                         1995            1994
BAYFUNDS SHARES
- ----------------------------------------------------------------------------------
Shares sold                                                                             33,631,751      51,046,608
- ----------------------------------------------------------------------------------
Shares issued to shareholders in
payment of distributions declared                                                        1,440,778         681,051
- ----------------------------------------------------------------------------------
Shares redeemed                                                                        (30,404,117)    (27,958,997)
- ----------------------------------------------------------------------------------  --------------  --------------
     Net change resulting from
     BayFunds share transactions                                                         4,668,412      23,768,662
- ----------------------------------------------------------------------------------  --------------  --------------
          Net change resulting from share transactions                                  14,282,814      29,257,700
- ----------------------------------------------------------------------------------  --------------  --------------
</TABLE>





(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     INVESTMENT ADVISORY FEE--Federated Management, the Fund's investment
     adviser, (the "Adviser"), receives for its services an annual investment
     advisory fee equal to .50 of 1% of the Fund's average daily net assets. The
     Adviser may voluntarily choose to waive any portion of its fee and/or
     reimburse certain operating expenses of the Fund. The Adviser can modify or
     terminate this voluntary waiver and/or reimbursement at any time at its
     sole discretion.

     ADMINISTRATIVE FEE--Federated Administrative Services under the
     Administrative Services Agreement, provides the Fund with administrative
     personnel and services. This fee is based on the level of average aggregate
     daily net assets of all funds advised by subsidiaries of Federated
     Investors for the period. The administrative fee received during the period
     of the Administrative Services Agreement shall be at least $125,000 per
     portfolio and $30,000 per each additional class of shares.

     SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services
     Agreement with Federated Shareholder Services ("FSS"), the Fund will pay
     FSS up to .25 of 1% of average daily net assets for Institutional Service
     Shares for the period. Under the terms of a Shareholder Services Agreement
     with BayBank Systems, Inc., the Fund will pay BayBank Systems, Inc. up to
     .25 of 1% of average daily net assets for BayFunds Shares for the period.
     These fees are to obtain certain services for shareholders and to maintain
     shareholder accounts. FSS may voluntarily choose to waive a portion of its



     fee. FSS can modify or terminate this voluntarily waiver at any time at its
     sole discretion.

     TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES--Federated
     Services Company ("FServ") serves as transfer and dividend disbursing agent
     for the Fund. This fee is based on the size, type, and number of accounts
     and transactions made by shareholders.

     PORTFOLIO ACCOUNTING FEES--FServ maintains the Fund's accounting records
     for which it receives a fee. The fee is based on the level of the Fund's
     average daily net assets for the period, plus out-of-pocket expenses.

     ORGANIZATIONAL EXPENSES--Organizational expenses of $44,840 and start-up
     administrative service expenses of $43,014 were borne initially by the
     Adviser. The Fund has agreed to reimburse the Adviser for the
     organizational and start-up administrative expenses during the five year
     period following May 18, 1990 (the date the Fund became effective). For the
     period ended October 31, 1995, the Fund paid $3,869 and $4,291,
     respectively, pursuant to this agreement. During the period, the Fund
     completed its obligation for organizational and start-up administrative
     expenses pursuant to this agreement.

     INTERFUND TRANSACTIONS--During the period ended October 31, 1995, the Fund
     engaged in purchase and sale transactions with funds that have a common
     investment adviser, common Directors/Trustees, and/or common officers.
     These transactions were made at current market value pursuant to rule 17a-7
     under the Act amounting to $189,150,000 and $215,560,000, respectively.



     GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
     Directors or Trustees of the above companies.

    
   

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholders and Board of Trustees of
FEDERATED MUNICIPAL TRUST
(Massachusetts Municipal Cash Trust):

We have audited the accompanying statement of assets and liabilities of
Massachusetts Municipal Cash Trust (an investment portfolio of Federated
Municipal Trust, a Massachusetts business trust), including the schedule of
portfolio investments, as of October 31, 1995, the related statement of
operations for the year then ended, and the statement of changes in net assets
for each of the two years in the period then ended, and the financial highlights
(see pages 3 and 21 of the prospectus) for the periods presented. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a



test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Massachusetts Municipal Cash Trust (an investment portfolio of Federated
Municipal Trust) as of October 31, 1995, the results of its operations for the
year then ended, and the changes in its net assets for each of the two years in
the period then ended and the financial highlights for the periods presented, in
conformity with generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
December 15, 1995
    


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                       THIS PAGE INTENTIONALLY LEFT BLANK

- -------------------------------------------------------------------------------



                                   ADDRESSES

                       Massachusetts Municipal Cash Trust
                                BayFunds Shares
                           Federated Investors Tower
                      Pittsburgh, Pennsylvania 15222-3779

                                  DISTRIBUTOR
                           Federated Securities Corp.
                           Federated Investors Tower
                      Pittsburgh, Pennsylvania 15222-3779

                               INVESTMENT ADVISER
                              Federated Management
                           Federated Investors Tower
                      Pittsburgh, Pennsylvania 15222-3779

   
                               TRANSFER AGENT AND
                           DIVIDEND DISBURSING AGENT
                           Federated Services Company
                                 P.O. Box 8600
                        Boston, Massachusetts 02266-8600
    

   
                               SUB-TRANSFER AGENT
                               DST Systems, Inc.



                              210 West 10th Street
                          Kansas City, Missouri 64105
    

                          SHAREHOLDER SERVICING AGENT
                             BayBank Systems, Inc.
                          One BayBank Technology Place
                          Waltham, Massachusetts 02154

                                   CUSTODIAN
                      State Street Bank and Trust Company
                                 P.O. Box 1119
                          Boston, Massachusetts 02266

                         INDEPENDENT PUBLIC ACCOUNTANTS
                              Arthur Andersen LLP
                               2100 One PPG Place
                         Pittsburgh, Pennsylvania 15222



                     MASSACHUSETTS MUNICIPAL CASH TRUST
                 (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
                             BAYFUNDS(R) SHARES
                     STATEMENT OF ADDITIONAL INFORMATION
   This Statement of Additional Information should be read with the
   prospectus for BayFunds Shares of Massachusetts Municipal Cash Trust (the
   "Fund") dated December 31, 1995. This Statement is not a prospectus. You



   may request a copy of a prospectus or a paper copy of this Statement, if
   you have received it electronically, free of charge by calling 1-800-
   BAYFUND (1-800-229-3863).
   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779
   Statement dated December 31, 1995
FEDERATED SECURITIES CORP.
Distributor
A subsidiary of FEDERATED INVESTORS



INVESTMENT POLICIES              3

 ACCEPTABLE INVESTMENTS          3
 PARTICIPATION INTERESTS         3
 MUNICIPAL LEASES                3
 RATINGS                         4
 WHEN-ISSUED AND DELAYED DELIVERY
  TRANSACTIONS                   5
 REPURCHASE AGREEMENTS           5
 CREDIT ENHANCEMENT              6
 INVESTMENT LIMITATIONS          6
 REGULATORY COMPLIANCE          10
 MASSACHUSETTS INVESTMENT RISKS 11
FEDERATED MUNICIPAL TRUST
MANAGEMENT                      13

 FUND OWNERSHIP                 22
 TRUSTEES' COMPENSATION         22
 TRUSTEE LIABILITY              24
INVESTMENT ADVISORY SERVICES    24

 ADVISER TO THE FUND            24
 ADVISORY FEES                  25
BROKERAGE TRANSACTIONS          26

OTHER SERVICES                  27

 FUND ADMINISTRATION            27
 CUSTODIAN                      27



 TRANSFER AGENT AND DIVIDEND
  DISBURSING AGENT              28
 SUB-TRANSFER AGENT             28
 INDEPENDENT PUBLIC ACCOUNTANTS 28
SHAREHOLDER SERVICING AGENT     28

 EXCHANGING SECURITIES FOR SHARES29
DETERMINING NET ASSET VALUE     29

 REDEMPTION IN KIND             30
MASSACHUSETTS PARTNERSHIP LAW   31

 THE FUND'S TAX STATUS          32
 MASSACHUSETTS STATE INCOME TAX 32
PERFORMANCE INFORMATION         33

 YIELD                          33
 EFFECTIVE YIELD                34
 TOTAL RETURN                   34
 PERFORMANCE COMPARISONS        34
ABOUT FEDERATED INVESTORS       35

APPENDIX                        36



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 participation interests having a seven day demand feature, 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 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.
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"), or MIG-1 or MIG-2 by Moody's Investors Service, Inc. ("Moody's"), or
FIN-1+, FIN-1 and FIN-2 by Fitch Investor Services, Inc. are all considered



rated in one of the two highest short-term rating categories. The Fund will
follow applicable regulations in determining whether a security rated by more
than one NRSRO can be treated as being in one of the two highest short-term
rating categories; currently, such securities must be rated by two NRSROs in
one of their two highest categories. See "Regulatory Compliance."


WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an
advantageous price and yield for the Fund. No fees or other expenses, other
than normal transaction costs, are incurred. However, liquid assets of the
Fund sufficient to make payment for the securities to be purchased are
segregated on the Fund's records at the trade date. These securities are
marked to market daily and maintained until the transaction 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. The Fund or its custodian will take possession of
the securities subject to repurchase agreements and these securities will be
marked to market daily. To the extent that the original seller does not
repurchase the securities from the Fund, the Fund could receive less than the
repurchase price on any sale of such securities. In the event that such a
defaulting seller filed for bankruptcy or became insolvent, disposition of



such securities by the Fund might be delayed pending court action. The Fund
believes that under the regular procedures normally in effect for custody of
the Fund's portfolio securities subject to repurchase agreements, a court of
competent jurisdiction would rule in favor of the Fund and allow retention or
disposition of such securities. The Fund will only enter into repurchase
agreements with banks and other recognized financial institutions, such as
broker/dealers, which are deemed by the Fund's adviser to be creditworthy,
pursuant to guidelines established by the Trustees.
CREDIT ENHANCEMENT
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.
INVESTMENT LIMITATIONS
  SELLING SHORT AND BUYING ON MARGIN
     The Fund will not sell any securities short or purchase any securities
     on margin but may obtain such short-term credits as are necessary for
     the clearance of transactions.
  ISSUING SENIOR SECURITIES AND BORROWING MONEY
     The Fund will not issue senior securities except that the Fund may
     borrow money in amounts up to one-third of the value of its total
     assets, including the amounts borrowed.



     The Fund will not borrow money for investment leverage, but rather as a
     temporary, extraordinary, or emergency measure or to facilitate
     management of the portfolio by enabling the Fund to meet redemption
     requests when the liquidation of portfolio securities is deemed to be
     inconvenient or disadvantageous. The Fund will not purchase any
     securities while borrowings in excess of 5% of its total assets are
     outstanding.
  PLEDGING ASSETS
     The Fund will not mortgage, pledge, or hypothecate any assets except to
     secure permitted borrowings. In those cases, it may pledge assets having
     a market value not exceeding the lesser of the dollar amounts borrowed
     or 15% of the value of total assets at the time of the pledge.
  DIVERSIFICATION OF INVESTMENTS
     With regard to at least 50% of its total assets, no more than 5% of its
     total assets are to be invested in the securities of a single issuer,
     and no more than 25% of its total assets are to be invested in the
     securities of a single issuer at the close of each quarter of each
     fiscal year. Under this limitation, each governmental subdivision,
     including states, territories, possessions of the United States or their
     political subdivisions, agencies, authorities, instrumentalities, or
     similar entities will be considered a separate issuer if its assets and
     revenues are separate from those of the governmental body creating it
     and the security is backed only by its own assets and revenues.
     Industrial development bonds backed only by the assets and revenues of a
     nongovernmental issuer are considered to be issued solely by that
     issuer. If, in the case of an industrial development bond or government-
     issued security, a governmental or other entity guarantees the security,
     such guarantee would be considered a separate security issued by the



     guarantor, as well as the other issuer, subject to limited exclusions
     allowed by the Investment Company Act of 1940.
  INVESTING IN REAL ESTATE
     The Fund will not purchase or sell real estate or real estate limited
     partnerships, although it may invest in securities of issuers whose
     business involves the purchase or sale of real estate or in securities
     which are secured by real estate or interests in real estate.
  INVESTING IN COMMODITIES
     The Fund will not purchase or sell commodities, commodity contracts, or
     commodity futures contracts.
  INVESTING IN RESTRICTED SECURITIES
     The Fund will not invest more than 10% of its net assets in securities
     subject to restrictions on resale under the Securities Act of 1933.
  UNDERWRITING
     The Fund will not underwrite any issue of securities, except as it may
     be deemed to be an underwriter under the Securities Act of 1933 in
     connection with the sale of securities in accordance with its investment
     objective, policies, and limitations.
  LENDING CASH OR SECURITIES
     The Fund will not lend any of its assets except that it may acquire
     publicly or nonpublicly issued Massachusetts municipal securities or
     temporary investments or enter into repurchase agreements in accordance
     with its investment objective, policies, and limitations.
  CONCENTRATION OF INVESTMENTS
     The Fund will not purchase securities if, as a result of such purchase,
     25% or more of the value of its total assets would be invested in any
     one industry or in industrial development bonds or other securities, the
     interest upon which is paid from revenues of similar types of projects.



     However, the Fund may invest as temporary investments more than 25% of
     the value of its total assets in cash or cash items, securities issued
     or guaranteed by the U.S. government, its agencies, or
     instrumentalities, or instruments secured by these money market
     instruments, such as repurchase agreements.
The above investment limitations cannot be changed without shareholder
approval. The following limitations, however, may be changed by the Trustees
without shareholder approval. Shareholders will be notified before any
material change in these limitations becomes effective.
  INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
     The Fund will not purchase securities of other investment companies
     except as part of a merger, consolidation, reorganization, or other
     acquisition.
  INVESTING IN NEW ISSUERS
     The Fund will not invest more than 5% of the value of its total assets
     in industrial development bonds or other municipal securities where the
     principal and interest are the responsibility of companies (or
     guarantors, where applicable) with less than three years of continuous
     operations, including the operation of any predecessor.
  INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF
  THE TRUST
     The Fund will not purchase or retain the securities of any issuer if the
     officers and Trustees of the Trust or the Fund's investment adviser,
     owning individually more than 1/2 of 1% of the issuer's securities,
     together own more than 5% of the issuer's securities.
  DEALING IN PUTS AND CALLS
     The Fund will not purchase or sell puts, calls, straddles, spreads, or
     any combination of them, except that the Fund may purchase municipal



     securities accompanied by agreements of sellers to repurchase them at
     the Fund's option.
  INVESTING IN MINERALS
     The Fund will not purchase or sell oil, gas, or other mineral
     exploration or development programs or leases.
  INVESTING IN ILLIQUID SECURITIES
     The Fund will not invest more than 10% of the value of its net assets in
     securities which are illiquid, including repurchase agreements providing
     for settlement in more than seven days after notice, certain restricted
     securities not determined by the Trustees to be liquid, and non-
     negotiable fixed time deposits with maturities over seven days.
Except with respect to borrowing money, if a percentage limitation is adhered
to at the time of investment, a later increase or decrease in percentage
resulting from any change in value or net assets will not result in a
violation of such restriction.
The Fund did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present intent
to do so during the coming fiscal year.
For purposes of its policies and limitations, the Fund considers certificates
of deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings association having capital, surplus, and undivided profits in
excess of $100,000,000 at the time of investment to be "cash items."
REGULATORY COMPLIANCE
The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in the
prospectus and this 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. 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.
MASSACHUSETTS INVESTMENT RISKS
The Fund invests in obligations of Massachusetts issuers which results in the
Fund's performance being subject to risks associated with the overall
economic conditions present within Massachusetts (the "Commonwealth"). The
following information is a brief summary of the recent prevailing economic
conditions and a general summary of the Commonwealth's financial status. This
information is based on official statements relating to securities that have
been offered by Massachusetts issuers and from other sources believed to be
reliable but should not be relied upon as a complete description of all
relevant information.
The Commonwealth has a diverse economy with manufacturing, education, health
care, computers and financial services all being significant contributors.
Massachusetts is generally considered the leader in research and development
within the biotechnology, software and robotics industries as well as having
many highly prestigious universities. In addition to a highly skilled and
educated workforce, the Commonwealth has one of the higher average per capita
incomes in this country.
Beginning in the late 1980's, economic growth in the New England region and
Massachusetts, in particular, slowed and showed pronounced deterioration in
the construction, real estate, financial and manufacturing sectors.  Between
1988 and 1992 there were massive job losses that resulted in a 10% reduction
in the work force.  Also, over the same period, property values in the region



experienced a similar decline.  More recently the Massachusetts economy has
experienced a slight recovery, however at a slower pace than the nation and
there are signs that this recovery may be slowing.
The two major revenue sources available to cities and towns in Massachusetts
are local property taxes and local aid from the Commonwealth. Property taxes
are subject to limitations imposed by a state-wide initiative approved by the
voters in November, 1980 (commonly known as Proposition 2-1/2), which limits
the property taxes that may be levied by any city or town in any fiscal year
to the lesser of (i) 2.5% of the full valuation of the real estate and
personal property therein or (ii) 2.5% over the previous year's levy limit
plus any growth in the tax base from new construction. In recent years the
decrease in property values due to the recession and the limitations of tax
levy growth imposed by Prop 2-1/2 have resulted in budget constraints for
many cities and towns.
The overall financial condition of the Commonwealth can also be illustrated
by the changes of its debt ratings. During the period in which the
Commonwealth has experienced its financial difficulties beginning in 1988,
its general obligation long-term debt ratings as determined by Moody's and
S&P decreased from Aa and AA+, respectively, to a low of Baa and BBB. Since
then the Commonwealth has had its debt ratings raised by the two rating
agencies to A1 and A+ (Moody's and S&P) reflecting its improved fiscal
performance.
The Fund's concentration in securities issued by the Commonwealth and its
political subdivisions provides a greater level of risk than a fund which is
diversified across numerous states and municipal entities. The ability of the
Commonwealth or its municipalities to meet their obligations will depend on
the availability of tax and other revenues; economic, political, and



demographic conditions within the Commonwealth; and the underlying fiscal
condition of the Commonwealth and its municipalities.
FEDERATED MUNICIPAL TRUST MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates, 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. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of
the Funds. Mr. Donahue is the father of J. Christopher Donahue, Executive
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.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center -
Downtown; Member, 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; Shareholder, Henny, Kochuba, 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.


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.




Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 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.



Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  October 6, 1926
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee,
or Managing General Partner of the Funds.


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, International Politics and Management Consultant; Trustee,
Carnegie Endowment for International Peace, RAND Corporation, Online Computer
Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management



Center; Director, Trustee, or Managing General Partner of the Funds;
President Emeritus, University of Pittsburgh; founding Chairman, National
Advisory Council for Environmental Policy and Technology and Federal
Emergency Management Advisory Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.




J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global 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.


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated
Research Corp., Federated Global Research Corp. and Passport Research, Ltd.;
Executive Vice President and Director, Federated Securities Corp.; Trustee,
Federated Services Company; Chairman, Treasurer, and Trustee, Federated
Administrative Services; Trustee or Director of some of the Funds; President,
Executive Vice President and Treasurer of some of the Funds.


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global Research
Corp.; Trustee, Federated Services Company; Executive Vice President,
Secretary, and Trustee, Federated Administrative Services; President and



Trustee, Federated Shareholder Services; Director, Federated Securities
Corp.; Executive Vice President and Secretary of the Funds.


Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.




David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors;
Controller, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.;  Senior Vice
President, Federated Shareholder Services; Vice President, Federated
Administrative Services; Treasurer of some of the Funds.



* This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940.
@ 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 Government Money Trust; Blanchard Funds; Blanchard
Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated
ARMs Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated
GNMA Trust; Federated Government Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Term Municipal Trust;  Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated
Total Return Series, Inc.; Federated U.S. Government Bond Fund; Federated
U.S. Government Securities Fund: 1-3 Years; Federated U.S. Government
Securities Fund: 3-5 Years; 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;
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; 111 Corcoran Funds; Peachtree Funds; The Planters Funds;
RIMCO Monument Funds; The Shawmut Funds; Star Funds; The Starburst Funds; The
Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark Funds; Trust for
Financial Institutions; Trust For Government Cash Reserves; Trust for Short-
Term U.S. Government Securities; Trust for U.S. Treasury Obligations; The
Virtus Funds; World Investment Series, Inc.
FUND OWNERSHIP
The Officers and Trustees, as a group, do not own more than 1% of the
outstanding shares of the Fund.
As of December 4, 1995, the following shareholders of record owned 5% or more
of the outstanding BayFunds Shares of the Fund: John & Co., Burlington,
Massachusetts owned approximately 48,086,126 shares (100%).
As of December 4, 1995, the following shareholders of record owned 5% or more
of the outstanding Institutional Service Shares of the Fund: State Street
Bank, North Qunicy, Massachusetts (as record owner holding Institutional
Services Shares for its clients) owned approximately 16,017,267 (16.02%)
shares, John & Co., Burlington, Massachusetts owned approximately 19,517,013
(19.52%) shares, and State Street Bank, North Qunicy, Massachusetts (as
record owner holding Institutional Services Shares for its clients) owned
approximately 17,899,340 (17.90%) shares.


TRUSTEES' COMPENSATION


                  AGGREGATE



NAME ,          COMPENSATION
POSITION WITH       FROM          TOTAL COMPENSATION PAID
TRUST              TRUST*#          FROM FUND COMPLEX +


John F. Donahue, $ -0-     $ -0- for the Trust and
Chairman and Trustee          68 other investment companies in the Fund
Complex
Thomas G. Bigley,$2,458    $20,688 for the Trust and
Trustee                    49 other investment companies in the Fund Complex
John T. Conroy, Jr.,       $3,520  $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
William J. Copeland,       $3,520  $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
James E. Dowd,   $3,520    $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.,   $3,166  $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.,   $3,520  $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Glen R. Johnson, $ -0-     $0 for the Trust and
President and Trustee         8 other investment companies in the Fund
Complex
Peter E. Madden, $2,757    $90,563 for Trust and
Trustee                    64 other investment companies in the Fund Complex
Gregor F. Meyer, $3,166    $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
John E. Murray, Jr.,       $1,762  $0 for the Trust and



Trustee                    68 other investment companies in the Fund Complex

Wesley W. Posvar,$3,166    $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex

Marjorie P. Smuts,         $3,166  $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex


*Information is furnished for the fiscal year ended October 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of
15 portfolios.
+The information is provided for the last calendar year.
TRUSTEE LIABILITY
The Trust's Declaration of Trust provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law. However, they are
not protected against any liability to which they would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.
INVESTMENT ADVISORY SERVICES

ADVISER TO THE FUND
The Fund's investment adviser is Federated Management (the "Adviser").  It is
a subsidiary of Federated Investors. All of the voting securities of
Federated Investors are owned by a trust, the trustees of which are John F.
Donahue, 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, the Adviser receives an annual investment advisory
fee as described in the prospectus. During the fiscal years ended October 31,
1995, 1994, and 1993, the Adviser earned $686,918, $643,293, and $498,975,
respectively, of which $276,299, $445,711, and $427,232, respectively, were
voluntarily waived because of undertakings to limit the Fund's expenses.
  STATE EXPENSE LIMITATIONS
     The Adviser has undertaken to comply with the expense limitations
     established by certain states for investment companies whose shares are
     registered for sale in those states. If the Fund's normal operating
     expenses (including the investment advisory fee, but not including
     brokerage commissions, interest, taxes, and extraordinary expenses)
     exceed 2-1/2% per year of the first $30 million of average net assets,
     2% per year of the next $70 million of average net assets, and 1-1/2%
     per year of the remaining average net assets, the Adviser will reimburse
     the Fund for its expenses over the limitation.
     If the Fund's monthly projected operating expenses exceed this expense
     limitation, the investment advisory fee paid will be reduced by the
     amount of the excess, subject to an annual adjustment. If the expense
     limitation is exceeded, the amount to be reimbursed by the Adviser will
     be limited by the amount of the investment advisory fee.
     This arrangement is not part of the advisory contract and may be amended
     or rescinded in the future.



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.  During the fiscal
year ended October 31, 1995, the Trust paid no brokerage commissions.
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.
OTHER SERVICES

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.  Prior to March 1, 1994, Federated
Administrative Services, Inc., also a subsidiary of Federated Investors,
served as the Fund's administrator.  For purposes of this Statement of
Additional Information, Federated Administrative Services and Federated
Administrative Services, Inc. may hereinafter collectively be referred to as
the "Administrators."  For the fiscal year ended October 31, 1995, 1994, and
1993, the Administrators earned $155,000, $195,483, and $253,380,
respectively. 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 director of Commercial Data Services, Inc., a company which
provides computer processing services to Federated Administrative Services,
Inc.
CUSTODIAN
State Street Bank and Trust Company, Boston, Massachusetts, is custodian for
the securities and cash of the Fund.



TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Federated Services Company, a subsidiary of Federated Investors, serves as
transfer agent and dividend disbursing agent for the Fund.  The fee paid to
the transfer agent is based upon the size, type and number of accounts and
transactions made by shareholders.
Federated Services Company also maintains the Trust's accounting records.
The fee paid for this service is based upon the level of the Fund's average
net assets for the period plus out-of-pocket expenses.
SUB-TRANSFER AGENT
DST Systems, Inc., Kansas City, Missouri, is the sub-transfer agent for the
Shares of the Fund.  The Institutional Service Shares class has no sub-
transfer agent.
INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for the Fund are Arthur Andersen LLP,
Pittsburgh, Pennsylvania.
SHAREHOLDER SERVICING AGENT

Under a Shareholder Servicing Plan, the Fund may pay a fee to BayBank
Systems, Inc., as shareholder servicing agent, for services provided which
are necessary for the maintenance of shareholder accounts.  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.  For the fiscal years



ended October 31, 1995 and 1994, payments in the amount of $110,936 and
$19,343, respectively, were made to the shareholder servicing agent.
EXCHANGING SECURITIES FOR SHARES
The Fund may accept securities in exchange for Shares.  The Fund will allow
such exchanges only upon the prior approval of the Fund and a determination
by the Fund and the Adviser that the securities to be exchanged are
acceptable.
Any securities exchanged must meet the investment objective and policies of
the Fund, must have a readily ascertainable market value and must be liquid.
The Fund acquires the exchanged securities for investment and not for resale.
The market value of any securities exchanged in an initial investment plus
any cash, must be at least $25,000.
Securities accepted by the Fund will be valued in the same manner as the Fund
values its assets.  The basis of the exchange will depend upon the net asset
value of Shares on the day the securities are valued.  One Share of the Fund
will be issued for each equivalent amount of securities accepted.
Any interest earned on the securities prior to the exchange will be
considered in valuing the securities.  All interest, dividends, subscription
or other rights attached to the securities become the property of the Fund,
along with the securities.
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.
  MONTHLY STATEMENTS
     Shareholders of the Fund who have eligible BayBanks deposit accounts
     will receive combined monthly statements containing all information
     relating to their deposit account(s) and BayFunds transactions.
  COMPANION ACCOUNT AVAILABILITY
     Certain BayBanks deposit account customers may elect to open a companion
     BayFunds account to facilitate BayFunds transactions.
MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable under
Massachusetts law for obligations of the Trust. To protect shareholders, the
Trust has filed legal documents with Massachusetts that expressly disclaim
the liability of shareholders for acts or obligations of the Trust. These
documents require notice of this disclaimer to be given in each agreement,
obligation, or instrument that the Trust or its Trustees enter into or sign.
In the unlikely event a shareholder is held personally liable for the Trust's
obligations, the Trust is required to use its property to protect or
compensate the shareholder. On request, the Trust will defend any claim made
and pay any judgment against a shareholder for any act or obligation of the
Trust. Therefore, financial loss resulting from liability as a shareholder
will occur only if the Trust cannot meet its obligations to indemnify
shareholders and pay judgments against them.



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.
MASSACHUSETTS STATE INCOME TAX
Individual shareholders of the Fund who are subject to Massachusetts income
taxation will not be required to pay Massachusetts income tax on that portion
of their dividends which are attributable to: interest earned on
Massachusetts tax-free municipal obligations; gain from the sale of certain
of such obligations; and interest earned on obligations of United States
territories or possessions, to the extent interest on such obligations is
exempt from taxation by the state pursuant to federal law. All remaining
dividends will be subject to Massachusetts income tax.
If a shareholder of the Fund is a Massachusetts business corporation or any
foreign business corporation which exercises its charter, qualifies to do
business, actually does business or owns or uses any part of its capital,
plant or other property in Massachusetts, then it will be subject to
Massachusetts excise taxation either as a tangible property corporation or as
an intangible property corporation. If the corporate shareholder is a
tangible property corporation, it will be taxed upon its net income allocated
to Massachusetts and the value of certain tangible property. If it is an
intangible property corporation, it will be taxed upon its net income and net
worth allocated to Massachusetts. Net income is gross income less allowable
deductions for federal income tax purposes, subject to specified



modifications. Dividends received from the Fund are includable in gross
income and generally may not be deducted by a corporate shareholder in
computing its net income. The corporation's shares in the Fund are not
includable in the computation of the tangible property base of a tangible
property corporation, but are includable in the computation of the net worth
base of an intangible property corporation.
Shares of Massachusetts Municipal Cash Trust will be exempt from local
property taxes in Massachusetts.
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 Fund calculates its yield based upon the seven days ending on the day of
the calculation, called the "base period." This yield is computed by:
determining the net change in the value of a hypothetical account with a
balance of one share at the beginning of the base period, with the net change
excluding capital changes but including the value of any additional shares
purchased with dividends earned from the original one share and 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.



The yield for the seven-day period ended October 31, 1995 for the BayFunds
Shares of the Fund was 3.32%.
EFFECTIVE YIELD
The Fund calculates its effective yield 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.
The effective yield for the seven-day period ended October 31, 1995 for the
BayFunds Shares of the Fund was 3.37%.
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.
For the one-year period ended October 31, 1995, and for the period from March
8, 1993 (date of initial public investment) to October 31, 1995, the average
annual total returns were 3.30% and 2.46%, respectively, for the BayFunds
Shares of the Fund.


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.
From time to time as it deems appropriate, the Fund may advertise the
performance of its shares using charts, graphs and description, compared to
federally insured bank products, including certificates of deposit and time
deposits, and to money market funds using the Lipper Analytical Services
money market instruments average. Unlike federally insured bank products, the
shares of the Fund are not insured.
ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is reflected
in its investment decision making - structured, straightforward, and
consistent.
The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research.  Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.



In the municipal sector, as of December 31, 1994, Federated Investors managed
18 bond funds with approximately $1.9 billion in assets and 18 money market
funds with approximately $6.6 billion in total assets.  In 1976, Federated
Investors introduces one of the first municipal bond mutual funds in the
industry and is now one of the largest institutional buyers of municipal
securities.
William D. Dawson, Executive Vice President, oversees Federated Investor's
domestic fixed income management.


APPENDIX

STANDARD & POOR'S RATINGS GROUP
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
A  Standard & Poor's Ratings Group  (S&P) note  rating reflects the liquidity
concerns and market access risks unique to notes.
SP-1      Very strong or strong capacity to pay principal and interest.
   Those issues determined to possess overwhelming safety characteristics
   will be given a plus sign (+) designation.
SP-2      Satisfactory capacity to pay principal and interest.
VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
S&P assigns dual ratings to all long-term debt issues that have as part of
their provisions a variable rate demand feature.  The first rating (long-term
rating) addresses the likelihood of repayment of principal and interest when
due, and the second rating (short-term rating) describes the demand
characteristics.  Several examples are AAA/A-1+, AA/A-1+, A/A-1.  (The
definitions for the long-term and the short-term ratings are provided below.)
COMMERCIAL PAPER (CP) RATINGS



An  S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
A-1       This highest category indicates that the degree of safety regarding
   timely payment is strong. Those issues determined to possess extremely
   strong safety characteristics are denoted with a plus sign (+)
   designation.
A-2       Capacity for timely payment on issues with this designation is
   satisfactory.  However, the relative degree of safety is not as high as
   for issues designated A-1.
LONG-TERM DEBT RATINGS
AAA  Debt rated "AAA" has the highest rating assigned by S&P.  Capacity to
pay interest and    repay principal is extremely strong.
AA   Debt rate "AA" has a very strong capacity to pay interest and repay
principal and differs    from the highest    rated issues only in small
degree.
A  Debt rated "A" has a strong capacity to pay interest and repay principal
   although it is somewhat more susceptible to the adverse effects of
   changes in circumstances and economic conditions than debt in higher
   rated categories.
MOODY'S INVESTORS SERVICE, INC.
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
Moody's Investor Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG) (see below). The purpose of the MIG or
VMIG ratings is to provide investors with a simple system by which the
relative investment qualities of short-term obligations may be evaluated.
MIG1      This designation denotes best quality.  There is present strong
     protection by established cash flows, superior liquidity support or
     demonstrated broad based access to the market for refinancing.



MIG2      This designation denotes high quality.  Margins of protection are
     ample although not so large as in the preceding group.


VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
Short-term ratings on issues with demand features are differentiated by the
use of the VMIG symbol to reflect such characteristics as payment upon
periodic demand rather than fixed maturity dates and payment relying on
external liquidity.  In this case, two ratings are usually assigned, (for
example, AAA/VMIG-1); the first representing an evaluation of the degree of
risk associated with scheduled principal and interest payments, and the
second representing an evaluation of the degree of risk associated with the
demand feature.  The VMIG rating can be assigned a 1 or 2 designation using
the same definitions described above for the MIG rating.
COMMERCIAL PAPER (CP) RATINGS
P-1            Issuers rated PRIME-1 (or related supporting institutions)
     have a superior capacity for repayment of short-term promissory
     obligations. PRIME-1 repayment capacity will normally be evidenced by
     the following characteristics: leading market positions in well
     established industries, high rates of return on funds  employed,
     conservative capitalization structure with moderate reliance on debt and
     ample asset protection, broad margins in earning coverage of fixed
     financial charges and high internal cash generation, well-established
     access to a range of financial markets and assured sources of alternate
     liquidity
P-2            Issuers rated PRIME-2 (or related supporting institutions)
     have a strong capacity for repayment of short-term promissory
     obligations.  This will normally be evidenced by many of the



     characteristics cited above, but to a lesser degree. Earnings trends and
     coverage ratios, while sound, will be more subject to variation.
     Capitalization characteristics, while still appropriate, may be more
     affected by external conditions.  Ample alternate liquidity is
     maintained.
LONG-TERM DEBT RATINGS
AAA            Bonds which are rated AAA are judged to be of the best
     quality. They carry the smallest degree of investment  risk and are
     generally referred to as "gilt edged." Interest payments are protected
     by a large or by an exceptionally stable margin and principal is secure.
     While the various protective elements are likely to change, such changes
     is can be visualized are most unlikely to impair the fundamentally
     strong position of  such issues.
AA   Bonds which are rated AA are judged to be of high quality by all
     standards.  Together with the AAA group, they comprise what are
     generally known as high grade bonds.  They are rated lower than the best
     bonds because margins of protection may not be as large as in AAA
     securities or fluctuation of protective elements  may be of greater
     amplitude or there may be other elements present which make the long-
     term risks appear   somewhat larger than in AAA securities.
A    Bonds which are rated A possess many favorable investment attributes and
     are to be considered as upper medium grade obligations. Factors giving
     security to principal and interest are considered adequate but elements
     may be present which suggest a susceptibility to impairment sometime in
     the future.
NR   Indicates that both the bonds and the obligor or credit enhancer are not
     currently rated by S&P or Moody's with respect to short-term



     indebtedness.  However, management considers them to be of comparable
     quality to securities rated A-1 or P-1.
NR(1)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AAA" by S&P or "AAA" by Moody's.
NR(2)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AA" by S&P or "AA" by Moody's.
NR(3)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "A" by S&P or Moody's.




Cusip 314229832




   

MASSACHUSETTS MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SERVICE SHARES
PROSPECTUS

The Institutional Service Shares of Massachusetts 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 primarily in short-term
Massachusetts municipal securities, including securities of states, territories,
and possessions of the United States which are not issued by or on behalf of
Massachusetts, or its political subdivisions and financing authorities, but
which provide income exempt from federal regular income tax and Massachusetts
state income tax consistent with stability of principal.

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 December 31,
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 or
a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Prospectus dated December 31, 1995

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--
  INSTITUTIONAL SERVICE SHARES                                                 2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
     Acceptable Investments                                                    3
       Variable Rate Demand Notes                                              4
       Participation Interests                                                 4
       Municipal Leases                                                        4
     Credit Enhancement                                                        4
     Demand Features                                                           5
     When-Issued and Delayed
       Delivery Transactions                                                   5
     Restricted and Illiquid Securities                                        5
     Temporary Investments                                                     5
  Massachusetts Municipal Securities                                           6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7

FUND INFORMATION                                                               7
- ------------------------------------------------------

  Management of the Fund                                                       7
     Board of Trustees                                                         7
     Investment Adviser                                                        7
       Advisory Fees                                                           7
       Adviser's Background                                                    7
  Distribution of Institutional
     Service Shares                                                            8
     Shareholder Services                                                      8
     Supplemental Payments to
       Financial Institutions                                                  9
  Administration of the Fund                                                   9
     Administrative Services                                                   9

NET ASSET VALUE                                                                9
- ------------------------------------------------------

HOW TO PURCHASE SHARES                                                        10
- ------------------------------------------------------
     Purchasing Shares Through a
       Financial Institution                                                  10
     Purchasing Shares By Wire                                                10
     Purchasing Shares By Check                                               10
  Special Purchase Features                                                   10
     Systematic Investment Program                                            10

HOW TO REDEEM SHARES                                                          11
- ------------------------------------------------------

     Redeeming Shares Through a
       Financial Institution                                                  11
     Redeeming Shares By Telephone                                            11
     Redeeming Shares By Mail                                                 11
  Special Redemption Features                                                 12
     Check Writing                                                            12
     Debit Card                                                               12
     Systematic Withdrawal Program                                            12

ACCOUNT AND SHARES INFORMATION                                                12
- ------------------------------------------------------

     Dividends                                                                12
     Capital Gains                                                            12
     Certificates and Conformations                                           12
     Accounts with Low Balances                                               12
     Voting Rights                                                            13

TAX INFORMATION                                                               13
- ------------------------------------------------------

  Federal Income Tax                                                          13
  State and Local Taxes                                                       14
     Massachusetts Taxes                                                      14

OTHER CLASSES OF SHARES                                                       14
- ------------------------------------------------------

PERFORMANCE INFORMATION                                                       14
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--
  BAYFUNDS SHARES                                                             16
- ------------------------------------------------------

FINANCIAL STATEMENTS                                                          17
- ------------------------------------------------------

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                      29
- ------------------------------------------------------

ADDRESSES                                                                     30
- ------------------------------------------------------

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                        <C>
                                            INSTITUTIONAL SERVICE SHARES
                                          SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)............................       None
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of offering price).................       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or
  redemption proceeds, as applicable)....................................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable).......................................       None
Exchange Fee.............................................................................................       None

                                             ANNUAL OPERATING EXPENSES
                                      (As a percentage of average net assets)
Management Fee (after waiver) (1)........................................................................       0.30%
12b-1 Fee................................................................................................       None
Total Other Expenses.....................................................................................       0.25%
     Shareholder Services Fee (after waiver) (2).................................................   0.00%
          Total Operating Expenses (3)...................................................................       0.55%
</TABLE>


(1) The management fee has been reduced to reflect the voluntary waiver of a
    portion of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.50%.

(2) The maximum shareholder services fee is 0.25%.

(3) The total operating expenses would have been 1.00% absent the voluntary
    waivers of a portion of the management fee and the shareholder services fee.

The purpose of this table is to assist an investor in understanding the various
costs and expenses that a shareholder of Institutional Services Shares of the
Fund will bear, either directly or indirectly. For more complete descriptions of
the various costs and expenses, see "Fund Information". Wire-transferred
redemptions of less than $5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
EXAMPLE:                                                                  1 YEAR         3 YEARS        5 YEARS       10 YEARS
<S>                                                                      <C>            <C>            <C>            <C>
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time
period...............................................................    $       6      $      18      $      31      $      69
</TABLE>


THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.


MASSACHUSETTS MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 29.
<TABLE>
<CAPTION>
                                                                                 YEAR ENDED OCTOBER 31,
<S>                                                          <C>        <C>        <C>        <C>        <C>        <C>
                                                              1995       1994       1993       1992       1991      1990(A)
NET ASSET VALUE, BEGINNING OF PERIOD                        $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00
- ----------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------
     Net investment income                                       0.03       0.02       0.02       0.03       0.05       0.03
- ----------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------
     Dividends from net investment income                       (0.03)     (0.02)     (0.02)     (0.03)     (0.05)     (0.03)
- ----------------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                              $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00
- ----------------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN (B)                                                 3.34%      2.14%      1.99%      2.87%      4.63%      2.59%
- ----------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------
     Expenses                                                    0.55%      0.55%      0.53%      0.34%      0.30%      0.17%*
- ----------------------------------------------------------
     Net investment income                                       3.30%      2.12%      1.97%      2.82%      4.48%      5.66%*
- ----------------------------------------------------------
     Expense waiver/reimbursement (c)                            0.45%      0.35%      0.43%      0.55%      0.69%      0.57%*
- ----------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------
     Net assets, end of period (000 omitted)                  $99,628    $90,013    $84,524    $85,570     $81,681   $63,483
- ----------------------------------------------------------
</TABLE>


  * Computed on an annualized basis.

 (a) Reflects operations for the period from May 18, 1990 (date of initial
     public investment) to October 31, 1990.

 (b) Based on net asset value which does not reflect sales charge or contingent
     deferred sales charge, if applicable.

 (c) This voluntary expense decrease is reflected in both the expense and net
     investment income ratios shown above.

(See Notes which are an integral part of the Financial Statements)


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 shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Institutional Service Shares and
BayFunds Shares. This prospectus relates only to Institutional Service Shares of
the Fund, which are designed primarily for financial institutions acting in an
agency capacity as a convenient means of accumulating an interest in a
professionally managed, non-diversified portfolio investing primarily in
short-term Massachusetts municipal securities. The Fund may not be a suitable
investment for retirement plans or for non-Massachusetts taxpayers because it
invests in municipal securities of that state. A minimum initial investment of
$25,000 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 Massachusetts state income tax consistent with stability
of principal. 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 complying with the various requirements of
Rule 2a-7 under the Investment Company Act of 1940 which regulates money market
funds and by following the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
Massachusetts 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 Massachusetts state income 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 Massachusetts 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 Massachusetts state income tax imposed upon non-corporate taxpayers
("Massachusetts Municipal Securities"). Examples of Massachusetts Municipal
Securities include, but are not limited to:

       tax and revenue anticipation notes ("TRANs") issued to finance working
       capital needs in anticipation of receiving taxes or other revenues;

       bond anticipation notes ("BANs") that are intended to be refinanced
       through a later issuance of longer-term bonds;

       municipal commercial paper and other short-term notes;

       variable rate demand notes;

       municipal bonds (including bonds having serial maturities and
       pre-refunded bonds) and leases; and

       participation, trust and partnership interests in any of the foregoing
       obligations.

     VARIABLE RATE DEMAND NOTES.  Variable rate demand notes are long-term debt
     instruments that have variable or floating interest rates and provide the
     Fund with the right to tender the security for repurchase at its stated
     principal amount plus accrued interest. Such securities typically bear
     interest at a rate that is intended to cause the securities to trade at
     par. The interest rate may float or be adjusted at regular intervals
     (ranging from daily to annually), and is normally based on a published
     interest rate or interest rate index. Most variable rate demand notes allow
     the Fund to demand the repurchase of the security on not more than seven
     days prior notice. Other notes only permit the Fund to tender the security
     at the time of each interest rate adjustment or at other fixed intervals.
     See "Demand Features." The Fund treats variable rate demand notes as
     maturing on the later of the date of the next interest rate adjustment or
     the date on which the Fund may next tender the security for repurchase.

     PARTICIPATION INTERESTS.  The Fund may purchase interests in Massachusetts
     Municipal Securities from financial institutions such as commercial and
     investment banks, savings 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 Massachusetts
     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. Lease obligations may be subject to periodic appropriation.
     Municipal leases are subject to certain specific risks in the event of
     default or failure of appropriation.

CREDIT ENHANCEMENT.  Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.

The Fund may have more than 25% of its total assets invested in securities
credit-enhanced by banks.

DEMAND FEATURES.  The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period (usually
seven days) following a demand by the Fund. The demand feature may be issued by
the issuer of the underlying securities, a dealer in the securities, or by
another third party, and may not be transferred separately from the underlying
security. The Fund uses these arrangements to provide the Fund with liquidity
and not to protect against changes in the market value of the underlying
securities. The bankruptcy, receivership, or default by the issuer of the demand
feature, or a default on the underlying security or other event that terminates
the demand feature before its exercise, will adversely affect the liquidity of
the underlying security. Demand features that are exercisable even after a
payment default on the underlying security may be treated as a form of credit
enhancement.

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, all of comparable quality
to other securities in which the Fund invests, such as: obligations issued by or
on behalf of municipal or corporate issuers; 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 Massachusetts
Municipal Securities is subject to the federal alternative minimum tax.

MASSACHUSETTS MUNICIPAL SECURITIES

Massachusetts 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.
Massachusetts 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 Massachusetts 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 Massachusetts 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 Massachusetts 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 Massachusetts
Municipal Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Massachusetts 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 Massachusetts 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 Massachusetts 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 up to 15% of the value of total assets to secure such
borrowings. This investment limitation cannot be changed without shareholder
approval.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES.  The Fund 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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES

Federated Securities Corp. is the principal distributor for Institutional
Service 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.

State securities laws may require certain financial institutions such as
depository institutions to register as dealers.

SHAREHOLDER SERVICES.  The Fund has entered into a Shareholder Services
Agreement with Federated Shareholder Services, a subsidiary of Federated
Investors, under which the Fund will make payments up to .25 of 1% of the
average daily net asset value of the Institutional Service Shares, computed at
an annual rate, to obtain certain personal services for shareholders and to
provide the maintenance of shareholder accounts (shareholder services). From
time to time and for such periods as deemed appropriate, the amount stated above
may be reduced voluntarily. Federated Shareholder Services will either perform
shareholder services directly or will select financial institutions to perform
shareholder services. Financial institutions will receive fees based upon shares
owned by their clients or customers. The schedules of such fees and the basis
upon which such fees will be paid will be determined from time to time by the
Fund and Federated Shareholder Services.


SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS.  With respect to Institutional
Service Shares, in addition to payments made pursuant to the Shareholder
Services Agreement, Federated Securities Corp. and Federated Shareholder
Services, from their own assets, may pay financial institutions supplemental
fees for the performance of substantial sales services, distribution-related
support services, or shareholder services. The support may include sponsoring
sales, educational and training seminars for their employees, providing sales
literature, and engineering computer software programs that emphasize the
attributes of the Fund. Such assistance will be predicated upon the amount of
shares the financial institution sells or may sell, and/or upon the type and
nature of sales or marketing support furnished by the financial institution. Any
payments made by the distributor may be reimbursed by the Fund's investment
adviser or its affiliates.

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:
<TABLE>
<CAPTION>

   MAXIMUM FEE         AVERAGE AGGREGATE DAILY NET ASSETS
<S>                <C>
      .15 of 1%                     on the first $250 million
     .125 of 1%                      on the next $250 million
      .10 of 1%                      on the next $250 million
     .075 of 1%           on assets in excess of $750 million
</TABLE>


The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30.000 per each additional class of shares.
Federated Administrative Services may choose voluntarily to waive a portion of
its fee.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The Fund attempts to stabilize the net asset value of Insitutional Service
Shares at $1.00 by valuing the portfolio securities using the amortized cost
method. The net asset value per share is determined by subtracting liabilities
attributable to shares from the value of Fund assets attributable to shares, 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, Monday through Friday, except on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.


HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days which the New York Stock Exchange
is open for business. Shares may be purchased as described below, either 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 $25,000 within a
90-day period. 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 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 purchase
shares through a financial institution which has a sales agreement with the
distributor. Orders 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.  Shares may be purchased by wire by calling the Fund
before 1:00 p.m. (Eastern time). The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) in
order to begin earning dividends that same day. Federal funds should be wired as
follows: Federated Services Company, c/o of State Street Bank and Trust Company,
Boston, MA; Attention: EDGEWIRE; For Credit to: Massachusetts Municipal Cash
Trust, Institutional Service Shares; (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. Questions on
wire purchases should be directed to your shareholder services representative at
the telephone number listed on your account statement.

PURCHASING SHARES BY CHECK.  Shares may be purchased by sending a check to:
Federated Services Company, P.O. Box 8600, Boston, MA 02266-8600. The check
should be made payable to Massachusetts Municipal Cash Trust--Institutional
Service Shares. 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 an Automated Clearing
House ("ACH") member and invested in Fund shares. Shareholders should contact
their financial institution 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 dividend. Proceeds from
redemption requests received after that time include that day's dividend but
will be wired the following business day. Proceeds from redemption requests
received on holidays when wire transfers are restricted will be wired the
following business day. Questions about telephone redemptions on days when wire
transfers are restricted should be directed to your shareholder services
representative at the telephone number listed on your account statement. Under
limited circumstances, arrangements may be made with the distributor for
same-day payment of proceeds, without that day's dividend, for redemption
requests received before 2 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 to: Federated Services Company, P.O. Box 8600, Boston, MA
02266-8600. If shares certificates have been issued, they should be sent
unendorsed with the written request by registered or certified mail to the
address noted above.

The written request should state: the Fund name and the class designation; 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. Normally, a check
for the proceeds is mailed within one business day, but in no event
more than seven days, after the 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 association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm 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. The check writing service allows
shareholders to receive the daily dividend declared on the shares to be redeemed
until the check is presented to UMB Bank, N.A., the bank responsible for
administering the check writing program, for payment. However, checks should
never be made payable or sent to UMB Bank, N.A. or the Fund to redeem shares,
and a check may not be written to close an account.

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 $25,000, 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
institutions or the Fund.

ACCOUNT AND SHARE 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 all
transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES.  Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account balance falls below a required minimum value of
$25,000 due to shareholder redemptions. Before shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to
purchase additional shares to meet the minimum requirement.

VOTING RIGHTS.  Each shareholder has one vote in Trustee elections and other
matters submitted to shareholders for vote. All shares of all classes of each
portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. 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 election of Trustees under certain
circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

TAX INFORMATION
- --------------------------------------------------------------------------------

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive the special tax treatment afforded to such companies.

The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Trust's other portfolios will not be combined for tax purposes with those
realized by the Fund.

Shareholders are not required to pay the federal regular income tax on any
dividends received from the Fund that represent net interest on tax-exempt
municipal bonds. However, under the Tax Reform Act of 1986, dividends
representing net interest earned on 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
Massachusetts. Shareholders are urged to consult their own tax advisers
regarding the status of their accounts under state and local tax laws.

MASSACHUSETTS TAXES.  Under existing Massachusetts laws, distributions made by
the Fund will not be subject to Massachusetts personal income taxes to the
extent that such dividends qualify as exempt interest dividends under the
Internal Revenue Code, and represent (i) interest or gain on obligations issued
by the Commonwealth of Massachusetts, its political subdivisions or agencies; or
(ii) interest on obligations of the United States, its territories or
possessions to the extent exempt from taxation by the states pursuant to federal
law. Conversely, to the extent that the distributions made by the Fund are
derived from other types of obligations, such dividends will be subject to
Massachusetts personal income taxes.

Shareholders subject to the Massachusetts corporate excise tax must include all
dividends paid by the Fund in their net income, and the value of their shares of
stock in the Fund in their net worth, when computing the Massachusetts corporate
excise tax.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund also offers another class of shares called BayFunds Shares that are
sold primarily to retail customers of the banking subsidiaries of BayFunds, Inc.
Investments. BayFund Shares are sold at net asset value and are subject to a
Shareholder Services Agreement. Investments in BayFund Shares are subject to a
minimum initial investment of $2,500.

Institutional Service Shares and BayFund Shares are subject to certain of the
same expenses. Expense differences, however, between Institutional Service
Shares and BayFund Shares may affect the performance of each class.

To obtain more information and a prospectus for BayFund Shares, investors may
call 1-800-235-4669.

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From time to time, the Fund advertises its total return, yield, effective yield,
and tax-equivalent yield for shares. The performance figures will be calculated
separately for each class of shares.

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 shares' tax-exempt yield, assuming a specific tax rate.
Total return represents the change, over a specified period of time, in the
value of an investment in the shares 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 the
Fund's performance to certain indices.


MASSACHUSETTS MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--BAYFUNDS SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 29.
<TABLE>
<CAPTION>
                                                                            YEAR ENDED OCTOBER 31,
<S>                                                            <C>                <C>                <C>
                                                                  1995               1994              1993(A)
NET ASSET VALUE, BEGINNING OF PERIOD                            $    1.00          $    1.00          $    1.00
- ----------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------
     Net investment income                                           0.03               0.02               0.01
- ----------------------------------------------------------        -------            -------            -------
LESS DISTRIBUTIONS
- ----------------------------------------------------------
     Distributions from net investment income                       (0.03)             (0.02)             (0.01)
- ----------------------------------------------------------        -------            -------            -------
NET ASSET VALUE, END OF PERIOD                                  $    1.00          $    1.00          $    1.00
- ----------------------------------------------------------        -------            -------            -------
TOTAL RETURN (B)                                                    3.30%              2.05%              1.25%
- ----------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------
     Expenses                                                       0.60%              0.64%               0.65%*
- ----------------------------------------------------------
     Net investment income                                          3.25%              2.09%               1.85%*
- ----------------------------------------------------------
     Expense waiver/reimbursement (c)                               0.45%              0.35%               0.43%*
- ----------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------
     Net assets, end of period (000 omitted)                      $46,580            $41,912            $18,143
- ----------------------------------------------------------
</TABLE>


  * Computed on an annualized basis.

 (a) Reflects operations for the period from March 8, 1993 (date of initial
     public investment) to October 31, 1993.

 (b) Based on net asset value, which does not reflect the sales charge or
     contingent deferred sales charge, if applicable.

 (c) This voluntary expense decrease is reflected in both the expense and net
     investment income ratios shown above.

(See Notes which are an integral part of the Financial Statements)

MASSACHUSETTS MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                                  CREDIT
   AMOUNT                                                                                   RATING*        VALUE
<C>           <S>                                                                         <C>          <C>
- ------------  --------------------------------------------------------------------------  -----------  --------------
SHORT-TERM MUNICIPAL SECURITIES--99.3%
- ----------------------------------------------------------------------------------------
              MASSACHUSETTS--99.3%
              --------------------------------------------------------------------------
$  3,535,000  Attleboro, MA, (Lot A), 4.10% BANs, 12/14/1995                                   NR(3)   $    3,535,408
              --------------------------------------------------------------------------
   2,000,000  Attleboro, MA, (Lot B), 5.25% BANs, 2/14/1996                                    NR(3)        2,000,817
              --------------------------------------------------------------------------
   1,250,000  Attleboro, MA, (Lot B), 5.50% BANs, 2/14/1996                                    NR(3)        1,251,366
              --------------------------------------------------------------------------
   1,500,000  Attleboro, MA, 4.10% BANs, 12/14/1995                                            NR(3)        1,500,347
              --------------------------------------------------------------------------
     620,000  Billerica, MA, LT GO Bonds, 7.25% (MBIA Insurance Corporation INS),
              10/15/1996                                                                       NR(1)          638,493
              --------------------------------------------------------------------------
   2,000,000  Boston, MA Water & Sewer Commission, General Revenue Bonds (1994 Series A)
              Weekly VRDNs (State Street Bank and Trust Co. LOC)                               VMIG1        2,000,000
              --------------------------------------------------------------------------
   5,000,000 (a) Clipper, MA Tax Exempt Trust Weekly VRDNs (State Street Bank and Trust Co.
              LIQ)                                                                             VMIG1        5,000,000
              --------------------------------------------------------------------------
   3,465,000 (a) Clipper, MA Tax Exempt Trust, (Series 1993-1) Weekly VRDNs (State Street
              Bank and Trust Co. LIQ)                                                          VMIG1        3,465,000
              --------------------------------------------------------------------------
   3,000,000  Commonwealth of Massachusetts Weekly VRDNs (AMBAC INS)/(Citibank NA, New
              York LIQ)                                                                        NR(1)        3,000,000
              --------------------------------------------------------------------------
   3,500,000  Commonwealth of Massachusetts, (Series A), 3.75% CP (Union Bank of
              Switzerland, Zurich LIQ), Mandatory Tender 11/8/1995                               P-1        3,500,000
              --------------------------------------------------------------------------
   3,200,000  Framingham, MA IDA Weekly VRDNs (Perini Corp)/(Barclays Bank PLC, London
              LOC)                                                                              A-1+        3,200,000
              --------------------------------------------------------------------------
   3,093,000  Greenfield, MA, 4.25% BANs, 9/13/1996                                            NR(3)        3,099,438
              --------------------------------------------------------------------------
   1,000,000  Haverhill, MA, 8.875% Bonds (United States Treasury PRF), 12/1/1995 (@102)       NR(1)        1,023,454
              --------------------------------------------------------------------------
     300,000  Ludlow, MA Weekly VRDNs (Advanced Drainage System, Inc.)/(First National
              Bank of Chicago LOC)                                                               P-1          300,000
              --------------------------------------------------------------------------
   4,000,000  Mashpee, MA, 4.22% BANs, 7/5/1996                                                NR(3)        4,001,572
              --------------------------------------------------------------------------
   1,500,000  Massachusetts Bay Transit Authority, (Series C), 3.70% CP (Westdeutsche
              Landesbank Girozentrale LOC), Mandatory Tender 1/17/1996                         SP-1+        1,500,000
              --------------------------------------------------------------------------
$  4,000,000  Massachusetts HEFA Weekly VRDNs (Harvard University)                              A-1+   $    4,000,000
              --------------------------------------------------------------------------
</TABLE>



MASSACHUSETTS MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                                CREDIT
   AMOUNT                                                                                 RATING*        VALUE
<C>           <S>                                                                       <C>          <C>
- ------------  ------------------------------------------------------------------------  -----------  --------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ----------------------------------------------------------------------------------------
              MASSACHUSETTS--CONTINUED
              --------------------------------------------------------------------------
   3,460,000  Massachusetts HEFA Weekly VRDNs (Newbury College)/ (Barclays Bank PLC,
              London LOC)                                                                        P-1        3,460,000
              --------------------------------------------------------------------------
     200,000  Massachusetts HEFA, (Series A) Weekly VRDNs (Brigham & Women's
              Hospital)/(Sanwa Bank Ltd, Osaka LOC)                                              P-1          200,000
              --------------------------------------------------------------------------
   3,410,000  Massachusetts HEFA, (Series A) Weekly VRDNs (New England Home For Little
              Wanderers)/(First National Bank of Boston, MA LOC)                                 P-1        3,410,000
              --------------------------------------------------------------------------
   2,900,000  Massachusetts HEFA, (Series B) Weekly VRDNs (Clark University)/(Sanwa Bank
              Ltd, Osaka LOC)                                                                  VMIG1        2,900,000
              --------------------------------------------------------------------------
   1,500,000  Massachusetts HEFA, (Series D) Weekly VRDNs (Capital Asset Program)/(MBIA
              Insurance Corporation INS)/(Sanwa Bank Ltd, Osaka LIQ)                           VMIG1        1,500,000
              --------------------------------------------------------------------------
   2,400,000  Massachusetts HEFA, (Series E) Weekly VRDNs (Williams College, MA)                A-1+        2,400,000
              --------------------------------------------------------------------------
     400,000  Massachusetts HEFA, (Series E) Weekly VRDNs (Capital Asset Program)/(First
              National Bank of Chicago LIQ)/(Sanwa Bank Ltd, Osaka LOC)                        VMIG1          400,000
              --------------------------------------------------------------------------
   6,300,000  Massachusetts HEFA, (Series F) Weekly VRDNs (Children's Hospital of
              Boston)                                                                           A-1+        6,300,000
              --------------------------------------------------------------------------
   2,500,000  Massachusetts HEFA, (Series G) Weekly VRDNs (Massachusetts Institute of
              Technology)                                                                      NR(1)        2,500,000
              --------------------------------------------------------------------------
   4,000,000  Massachusetts HEFA, 3.75% CP (Fallon Heathcare System)/ (Sanwa Bank Ltd,
              Osaka LOC), Mandatory Tender 2/22/1996                                            A-1+        4,000,000
              --------------------------------------------------------------------------
   5,000,000  Massachusetts HEFA, 3.80% CP (Harvard University), Mandatory Tender
              1/26/1996                                                                         A-1+        5,000,000
              --------------------------------------------------------------------------
   3,000,000  Massachusetts HEFA, 3.90% CP (Fallon Heathcare System)/ (Sanwa Bank Ltd,
              Osaka LOC), Mandatory Tender 11/28/1995                                           A-1+        3,000,000
              --------------------------------------------------------------------------
     800,000  Massachusetts Municipal Wholesale Electric Company, Variable Rate Power
              Supply System Revenue Bonds (1994 Series C) Weekly VRDNs (Canadian
              Imperial Bank of Commerce, Toronto LOC)                                           A-1+          800,000
              --------------------------------------------------------------------------
</TABLE>



MASSACHUSETTS MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                                CREDIT
   AMOUNT                                                                                 RATING*        VALUE
<C>           <S>                                                                       <C>          <C>
- ------------  ------------------------------------------------------------------------  -----------  --------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ----------------------------------------------------------------------------------------
              MASSACHUSETTS--CONTINUED
              --------------------------------------------------------------------------
$  2,400,000  Massachusetts Port Authority, (Series 1995A) Daily VRDNs (Landesbank
              Hessen-Thueringen, Frankfurt LOC)                                                 A-1+   $    2,400,000
              --------------------------------------------------------------------------
   3,270,000  Massachusetts State HFA, Multi-Family Housing Refunding Bonds (1995 Series
              A), 5.00% (MBIA Insurance Corporation INS), 7/1/1996                             NR(1)        3,287,798
              --------------------------------------------------------------------------
   4,000,000  Massachusetts Water Resources Authority, (Series 1994), 3.80% CP (Morgan
              Guaranty Trust Co., New York LOC), Mandatory Tender 12/13/1995                    A-1+        4,000,000
              --------------------------------------------------------------------------
   1,000,000  Massachusetts, IFA Weekly VRDNs (Berkshire, MA School)/ (National
              Westminster Bank, PLC, London LOC)                                               VMIG1        1,000,000
              --------------------------------------------------------------------------
   1,300,000  Massachusetts, IFA Weekly VRDNs (Groton School)/(National Westminster
              Bank, PLC, London LOC)                                                           VMIG1        1,300,000
              --------------------------------------------------------------------------
   8,000,000  Massachusetts, IFA Weekly VRDNs (Kendall Square Entity)/ (State Street
              Bank and Trust Co. LOC)                                                            P-1        8,000,000
              --------------------------------------------------------------------------
     500,000  Massachusetts, IFA Weekly VRDNs (New England Deaconess Associates)/(Banque
              Paribas, Paris LOC)                                                                A-1          500,000
              --------------------------------------------------------------------------
   1,100,000  Massachusetts, IFA, (1991 Issue), 5.25% TOBs (St. Mark's School of
              Southborough, Inc.)/(Barclays Bank PLC, London LOC), Mandatory Tender
              1/9/1996                                                                         VMIG1        1,100,000
              --------------------------------------------------------------------------
     300,000  Massachusetts, IFA, (Series 1992) Weekly VRDNs (Holyoke Water Power
              Co.)/(Canadian Imperial Bank of Commerce, Toronto LOC)                           VMIG1          300,000
              --------------------------------------------------------------------------
   2,000,000  Massachusetts, IFA, (Series 1992B), 3.75% CP (New England Power Co.),
              Mandatory Tender 11/27/1995                                                        A-1        2,000,000
              --------------------------------------------------------------------------
   5,000,000  Massachusetts, IFA, (Series 1992B), 3.80% CP (New England Power Co.),
              Mandatory Tender 2/13/1996                                                         A-1        5,000,000
              --------------------------------------------------------------------------
   5,800,000  Massachusetts, IFA, (Series 1995) Weekly VRDNs (Whitehead Institute for
              Biomedical Research)                                                             VMIG1        5,800,000
              --------------------------------------------------------------------------
     925,000  Massachusetts, IFA, (Series A) Weekly VRDNs (Hockomock YMCA)/(Bank of Nova
              Scotia, Toronto LOC)                                                               P-1          925,000
              --------------------------------------------------------------------------
</TABLE>



MASSACHUSETTS MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                                CREDIT
   AMOUNT                                                                                 RATING*        VALUE
<C>           <S>                                                                       <C>          <C>
- ------------  ------------------------------------------------------------------------  -----------  --------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ----------------------------------------------------------------------------------------
              MASSACHUSETTS--CONTINUED
              --------------------------------------------------------------------------
$  4,000,000  Massachusetts, IFA, (Series B) Weekly VRDNs (Williston North Hampton
              School)/(National Westminster Bank, PLC, London LOC)                              A-1+   $    4,000,000
              --------------------------------------------------------------------------
   6,000,000  Massachusetts, IFA, Variable Rate Demand Revenue Bonds (Series 1995)
              Weekly VRDNs (Emerson College Issue)/ (Baybank, Burlington, MA LOC)                P-2        6,000,000
              --------------------------------------------------------------------------
   1,000,000  Massachusetts, IFA, Variable Rate Refunding Revenue Bonds 1994 Project
              Daily VRDNs (Showa Womens Institute Boston, Inc.)/(Fuji Bank, Ltd., Tokyo
              LOC)                                                                             VMIG1        1,000,000
              --------------------------------------------------------------------------
   5,600,000  New Bedford, MA, 4.60% BANs (Fleet National Bank, Providence, R.I. LOC),
              3/15/1996                                                                          P-1        5,614,145
              --------------------------------------------------------------------------
   2,500,000  North Adams, MA, 4.24% BANs, 6/30/1996                                           NR(3)        2,501,422
              --------------------------------------------------------------------------
   2,297,900  North Attleborough, MA, 4.65% BANs, 4/19/1996                                    NR(3)        2,299,886
              --------------------------------------------------------------------------
   5,300,000  Springfield, MA , 4.40% BANs (Fleet National Bank, Providence, R.I. LOC),
              2/9/1996                                                                           P-1        5,308,469
              --------------------------------------------------------------------------
   4,000,000  Springfield, MA , 4.50% BANs (Fleet National Bank, Providence, R.I. LOC),
              2/9/1996                                                                           P-1        4,006,426
              --------------------------------------------------------------------------               --------------
              TOTAL INVESTMENTS (AT AMORTIZED COST)(B)                                                 $  145,229,041
              --------------------------------------------------------------------------               --------------
</TABLE>


  *  Please refer to the Appendix of the Statement of Additional Information for
     an explanation of the credit ratings. Current credit ratings are unaudited.

 (a) Denotes a restricted security which is subject to restrictions or resale
     under Federal Securities laws. These securities have been determined to be
     liquid under criteria established by the Board of Trustees at the end of
     the period, these securities amounted to $8,465,000 which represents 5.8%
     of net assets.

 (b) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($146,207,706) at October 31, 1995.


MASSACHUSETTS MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronyms are used throughout this portfolio:

AMBAC--American Municipal Bond Assurance Corporation
BANs--Bond Anticipation Notes
CP--Commercial Paper
GO--General Obligation
HEFA--Health and Education Facilities Authority
HFA--Housing Finance Authority
IDA--Industrial Development Authority
IFA--Industrial Finance Authority
INS--Insured
LIQ--Liquidity Agreement
LOC--Letter of Credit
LT--Limited Tax
MBIA--Municipal Bond Investors Assurance
PLC--Public Limited Company
PRF--Prerefunded
TOBs--Tender Option Bonds
VRDNs--Variable Rate Demand Notes

(See Notes which are an integral part of the Financial Statements)



MASSACHUSETTS MUNICIPAL CASH TRUST
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                         <C>         <C>
ASSETS:
- ------------------------------------------------------------------------------------------------------
Total investments in securities, at amortized cost and value                                            $  145,229,041
- ------------------------------------------------------------------------------------------------------
Cash                                                                                                           181,475
- ------------------------------------------------------------------------------------------------------
Income receivable                                                                                            1,052,777
- ------------------------------------------------------------------------------------------------------
Receivable for shares sold                                                                                         958
- ------------------------------------------------------------------------------------------------------
Deferred expenses                                                                                                1,248
- ------------------------------------------------------------------------------------------------------  --------------
     Total assets                                                                                          146,465,499
- ------------------------------------------------------------------------------------------------------
LIABILITIES:
- ------------------------------------------------------------------------------------------
Income distribution payable                                                                 $  219,077
- ------------------------------------------------------------------------------------------
Accrued expenses                                                                                38,716
- ------------------------------------------------------------------------------------------  ----------
     Total liabilities                                                                                         257,793
- ------------------------------------------------------------------------------------------------------  --------------
NET ASSETS for 146,207,706 shares outstanding                                                           $  146,207,706
- ------------------------------------------------------------------------------------------------------  --------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- ------------------------------------------------------------------------------------------------------
INSTITUTIONAL SERVICE SHARES:
- ------------------------------------------------------------------------------------------------------
($99,627,788 / 99,627,788 shares outstanding)                                                                    $1.00
- ------------------------------------------------------------------------------------------------------  --------------
BAYFUNDS SHARES:
- ------------------------------------------------------------------------------------------------------
($46,579,918 / 46,579,918 shares outstanding)                                                                    $1.00
- ------------------------------------------------------------------------------------------------------  --------------
</TABLE>


(See Notes which are an integral part of the Financial Statements)


MASSACHUSETTS MUNICIPAL CASH TRUST
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                              <C>          <C>         <C>
INVESTMENT INCOME:
- --------------------------------------------------------------------------------------------------------
Interest                                                                                                  $  5,286,218
- --------------------------------------------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------------------------------------------
Investment advisory fee                                                                       $  686,918
- --------------------------------------------------------------------------------------------
Administrative personnel and services fee                                                        155,000
- --------------------------------------------------------------------------------------------
Custodian fees                                                                                    36,851
- --------------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                          47,328
- --------------------------------------------------------------------------------------------
Sub-transfer agent fees--BayFunds Shares                                                          20,832
- --------------------------------------------------------------------------------------------
Directors'/Trustees' fees                                                                          1,447
- --------------------------------------------------------------------------------------------
Auditing fees                                                                                     14,671
- --------------------------------------------------------------------------------------------
Legal fees                                                                                         2,692
- --------------------------------------------------------------------------------------------
Portfolio accounting fees                                                                         40,267
- --------------------------------------------------------------------------------------------
Shareholder services fee--Institutional Service Shares                                           232,505
- --------------------------------------------------------------------------------------------
Shareholder services fee--BayFunds Shares                                                        110,936
- --------------------------------------------------------------------------------------------
Share registration costs                                                                          17,284
- --------------------------------------------------------------------------------------------
Printing and postage                                                                              16,615
- --------------------------------------------------------------------------------------------
Insurance premiums                                                                                 5,740
- --------------------------------------------------------------------------------------------
Miscellaneous                                                                                      9,888
- --------------------------------------------------------------------------------------------  ----------
     Total expenses                                                                            1,398,974
- --------------------------------------------------------------------------------------------
Waivers--
- -------------------------------------------------------------------------------
     Waiver of investment advisory fee                                           $  (276,299)
- -------------------------------------------------------------------------------
     Waiver of shareholder services fee--Institutional Service Shares               (232,505)
- -------------------------------------------------------------------------------
     Waiver of shareholder services fee--BayFunds Shares                            (110,936)
- -------------------------------------------------------------------------------  -----------
       Total waivers                                                                            (619,740)
- --------------------------------------------------------------------------------------------  ----------
          Net expenses                                                                                         779,234
- --------------------------------------------------------------------------------------------------------  ------------
               Net investment income                                                                      $  4,506,984
- --------------------------------------------------------------------------------------------------------  ------------
</TABLE>


(See Notes which are an integral part of the Financial Statements)


MASSACHUSETTS MUNICIPAL CASH TRUST
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                        YEAR ENDED OCTOBER 31,
<S>                                                                               <C>                 <C>
                                                                                         1995              1994
INCREASE (DECREASE) IN NET ASSETS:
- --------------------------------------------------------------------------------
OPERATIONS--
- --------------------------------------------------------------------------------
Net investment income                                                              $      4,506,984   $     2,717,161
- --------------------------------------------------------------------------------  ------------------  ---------------
DISTRIBUTIONS TO SHAREHOLDERS--
- --------------------------------------------------------------------------------
Distributions from net investment income
- --------------------------------------------------------------------------------
  Institutional Service Shares                                                           (3,066,535)       (2,037,982)
- --------------------------------------------------------------------------------
  BayFunds Shares                                                                        (1,440,449)         (679,179)
- --------------------------------------------------------------------------------  ------------------  ---------------
     Change in net assets resulting from distributions to shareholders                   (4,506,984)       (2,717,161)
- --------------------------------------------------------------------------------  ------------------  ---------------
SHARE TRANSACTIONS--
- --------------------------------------------------------------------------------
Proceeds from sale of shares                                                            371,068,422       349,831,127
- --------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of distributions
declared                                                                                  2,255,146         1,275,493
- --------------------------------------------------------------------------------
Cost of shares redeemed                                                                (359,040,754)     (321,848,920)
- --------------------------------------------------------------------------------  ------------------  ---------------
     Change in net assets resulting from share transactions                              14,282,814        29,257,700
- --------------------------------------------------------------------------------  ------------------  ---------------
          Change in net assets                                                           14,282,814        29,257,700
- --------------------------------------------------------------------------------
NET ASSETS:
- --------------------------------------------------------------------------------
Beginning of period                                                                     131,924,892       102,667,192
- --------------------------------------------------------------------------------  ------------------  ---------------
End of period                                                                      $    146,207,706   $   131,924,892
- --------------------------------------------------------------------------------  ------------------  ---------------
</TABLE>


(See Notes which are an integral part of the Financial Statements)



MASSACHUSETTS MUNICIPAL CASH TRUST
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------

(1) ORGANIZATION

Federated Municipal Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act") as an open-end, management
investment company. The Trust consists of fifteen non-diversified portfolios.
The financial statements included herein are only those of Massachusetts
Municipal Cash Trust (the "Fund"). The financial statements of the other
portfolios are presented separately. The assets of each portfolio are segregated
and a shareholder's interest is limited to the portfolio in which shares are
held. The Fund offers two classes of shares: Institutional Service Shares and
BayFund Shares.

(2) SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.

     INVESTMENT VALUATIONS--The Fund's use of the amortized cost method to value
     its portfolio securities is in accordance with Rule 2a-7 under the Act.

     INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
     are accrued daily. Bond premium and discount, if applicable, are amortized
     as required by the Internal Revenue Code, as amended (the "Code").
     Distributions to shareholders are recorded on the ex-dividend date.

     FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the
     Code applicable to regulated investment companies and to distribute to
     shareholders each year substantially all of its income. Accordingly, no
     provisions for federal tax are necessary.

     WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Fund may engage in
     when-issued or delayed delivery transactions. The Fund records when-issued
     securities on the trade date and maintains security positions such that
     sufficient liquid assets will be available to make payment for the
     securities purchased. Securities purchased on a when-issued or delayed
     delivery basis are marked to market daily and begin earning interest on the
     settlement date.

     CONCENTRATION OF CREDIT RISK--Since the Fund invests a substantial portion
     of its assets in issuers located in one state, it will be more susceptible
     to factors adversely affecting issuers of that state than would be a
     comparable tax-exempt mutual fund that invests nationally. In order to
     reduce the credit risk associated with such factors, at October 31, 1995,
     55.1% of the securities in the portfolio of investments are backed by
     letters of credit or bond insurance of various financial institutions and
     financial guaranty assurance agencies. The value of investments
     insured by or supported (backed) by a letter of credit for any one
     institution or agency does not exceed 10.3% of total investments.

     DEFERRED EXPENSES--The costs incurred by the Fund with respect to
     registration of its shares in its first fiscal year, excluding the initial
     expense of registering its shares, have been deferred and are being
     amortized using the straight-line method over a period of five years from
     the Fund's commencement date.

     RESTRICTED SECURITIES--Restricted securities are securities that may only
     be resold upon registration under federal securities laws or in
     transactions exempt from such registration. Many restricted securities may
     be resold in the secondary market in transactions exempt from registration.
     In some cases, the restricted securities may be resold without registration
     upon exercise of a demand feature. Such restricted securities may be
     determined to be liquid under criteria established by the Board of
     Trustees. The Fund will not incur any registration costs upon such resales.
     Restricted securities are valued at amortized cost in accordance with Rule
     2a-7 under the Investment Company Act of 1940.

    Additional information on each restricted security held at October 31, 1995
is as follows:
<TABLE>
<CAPTION>
                       SECURITY                            ACQUISITION DATE      ACQUISITION COST
<S>                                                      <C>                   <C>

Clipper, MA, Tax Exempt Trust, Weekly
VRDNs (State Street Bank and Trust Co. LIQ)                      5/15/95           $  5,000,000

Clipper, MA, Tax Exempt Trust, (Series
1993-1) Weekly VRDNs (State Street Bank
and Trust Co. LIQ)                                               6/30/95           $  3,465,000
</TABLE>


     OTHER--Investment transactions are accounted for on the trade date.

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At October 31, 1995, capital paid-in aggregated $146,207,706.


MASSACHUSETTS MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

Transactions in shares were as follows:
<TABLE>
<CAPTION>
                                                                                        YEAR ENDED OCTOBER 31,
<S>                                                                                 <C>             <C>
                                                                                         1995            1994
INSTITUTIONAL SERVICE SHARES
- ----------------------------------------------------------------------------------
Shares sold                                                                            337,436,671     298,784,520
- ----------------------------------------------------------------------------------
Shares issued to shareholders in
payment of distributions declared                                                          814,368         594,441
- ----------------------------------------------------------------------------------
Shares redeemed                                                                       (328,636,637)   (293,889,923)
- ----------------------------------------------------------------------------------  --------------  --------------
     Net change resulting from
     Institutional Service share transactions                                            9,614,402       5,489,038
- ----------------------------------------------------------------------------------  --------------  --------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                        YEAR ENDED OCTOBER 31,
<S>                                                                                 <C>             <C>
                                                                                         1995            1994
BAYFUNDS SHARES
- ----------------------------------------------------------------------------------
Shares sold                                                                             33,631,751      51,046,608
- ----------------------------------------------------------------------------------
Shares issued to shareholders in
payment of distributions declared                                                        1,440,778         681,051
- ----------------------------------------------------------------------------------
Shares redeemed                                                                        (30,404,117)    (27,958,997)
- ----------------------------------------------------------------------------------  --------------  --------------
     Net change resulting from
     BayFunds share transactions                                                         4,668,412      23,768,662
- ----------------------------------------------------------------------------------  --------------  --------------
          Net change resulting from share transactions                                  14,282,814      29,257,700
- ----------------------------------------------------------------------------------  --------------  --------------
</TABLE>


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     INVESTMENT ADVISORY FEE--Federated Management, the Fund's investment
     adviser, (the "Adviser"), receives for its services an annual investment
     advisory fee equal to .50 of 1% of the Fund's average daily net assets. The
     Adviser may voluntarily choose to waive any portion of its fee and/or
     reimburse certain operating expenses of the Fund. The Adviser can modify or
     terminate this voluntary waiver and/or reimbursement at any time at its
     sole discretion.

     ADMINISTRATIVE FEE--Federated Administrative Services under the
     Administrative Services Agreement, provides the Fund with administrative
     personnel and services. This fee is based on the level of average aggregate
     daily net assets of all funds advised by subsidiaries of Federated
     Investors for the period. The administrative fee received during the period
     of the Administrative Services Agreement shall be at least $125,000 per
     portfolio and $30,000 per each additional class of shares.

     SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services
     Agreement with Federated Shareholder Services ("FSS"), the Fund will pay
     FSS up to .25 of 1% of average daily net assets for Institutional Service
     Shares for the period. Under the terms of a Shareholder Services Agreement
     with BayBank Systems, Inc., the Fund will pay BayBank Systems, Inc. up to
     .25 of 1% of average daily net assets for BayFunds Shares for the period.
     These fees are to obtain certain services for shareholders and to maintain
     shareholder accounts. FSS may voluntarily choose to waive a portion of its
     fee. FSS can modify or terminate this voluntarily waiver at any time at its
     sole discretion.

     TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES--Federated
     Services Company ("FServ") serves as transfer and dividend disbursing agent
     for the Fund. This fee is based on the size, type, and number of accounts
     and transactions made by shareholders.

     PORTFOLIO ACCOUNTING FEES--FServ maintains the Fund's accounting records
     for which it receives a fee. The fee is based on the level of the Fund's
     average daily net assets for the period, plus out-of-pocket expenses.

     ORGANIZATIONAL EXPENSES--Organizational expenses of $44,840 and start-up
     administrative service expenses of $43,014 were borne initially by the
     Adviser. The Fund has agreed to reimburse the Adviser for the
     organizational and start-up administrative expenses during the five year
     period following May 18, 1990 (the date the Fund became effective). For the
     period ended October 31, 1995, the Fund paid $3,869 and $4,291,
     respectively, pursuant to this agreement. During the period, the Fund
     completed its obligation for organizational and start-up administrative
     expenses pursuant to this agreement.

     INTERFUND TRANSACTIONS--During the period ended October 31, 1995, the Fund
     engaged in purchase and sale transactions with funds that have a common
     investment adviser, common Directors/Trustees, and/or common Officers.
     These transactions were made at current market value pursuant to rule 17a-7
     under the Act amounting to $189,150,000 and $215,560,000, respectively.

     GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
     Directors or Trustees of the above companies.


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholders and Board of Trustees of
FEDERATED MUNICIPAL TRUST
(Massachusetts Municipal Cash Trust):

We have audited the accompanying statement of assets and liabilities of
Massachusetts Municipal Cash Trust (an investment portfolio of Federated
Municipal Trust, a Massachusetts business trust), including the schedule of
portfolio investments, as of October 31, 1995, the related statement of
operations for the year then ended, and the statement of changes in net assets
for each of the two years in the period then ended and the financial highlights
(see pages 2 and 16 of the prospectus) for the periods presented. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Massachusetts Municipal Cash Trust (an investment portfolio of Federated
Municipal Trust) as of October 31, 1995, the results of its operations for the
year then ended, and the changes in its net assets for each of the two years in
the period then ended and the financial highlights for the periods presented, in
conformity with generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
December 15, 1995

ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                 <C>                                                                <C>
Massachusetts Municipal Cash Trust
                    Institutional Service Shares                                       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 8600
                                                                                       Boston, MA 02266-8600
- -----------------------------------------------------------------------------------------------------------------------

Transfer Agent and Dividend Disbursing Agent
                    Federated Services Company                                         P.O. Box 8600
                                                                                       Boston, MA 02266-8600
- -----------------------------------------------------------------------------------------------------------------------

Independent Public Accountants
                    Arthur Andersen LLP                                                2100 One PPG Place
                                                                                       Pittsburgh, PA 15222
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>


MASSACHUSETTS
MUNICIPAL CASH TRUST
INSTITUTIONAL SERVICE SHARES
PROSPECTUS
A Non-Diversified Portfolio of Federated
Municipal Trust, an Open-End Management
Investment Company

Prospectus dated December 31, 1995

       FEDERATED SECURITIES CORP.
      ---------------------------------------------
      Distributor
      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER
      PITTSBURGH, PENNSYLVANIA 15222-3779
      CUSIP 314229303
      0032603A-ISS (12/95)





                      MASSACHUSETTS MUNICIPAL CASH TRUST
                  (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
                         INSTITUTIONAL SERVICE SHARES
                     STATEMENT OF ADDITIONAL INFORMATION
   This Statement of Additional Information should be read with the
   prospectus for Institutional Service Shares of Massachusetts Municipal
   Cash Trust (the "Fund") a portfolio of Federated Municipal Trust ( the
   "Trust") dated December 31, 1995. This Statement is not a prospectus.  You
   may request a copy of a prospectus or a paper copy of this Statement, if
   you have received it electronically, free of charge by calling 1-800-235-
   4669.

   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779

                        Statement dated December 31, 1995
Federated Securities Corp.
DISTRIBUTOR
A SUBSIDIARY OF FEDERATED INVESTORS




INVESTMENT POLICIES              1

 Acceptable Investments          1
 Participation Interests         1
 Municipal Leases                1
 Ratings                         1
 When-Issued And Delayed Delivery
  Transactions                   1
 Repurchase Agreements           2
 Credit Enhancement              2
MASSACHUSETTS INVESTMENT RISKS   2

INVESTMENT LIMITATIONS           3

FEDERATED MUNICIPAL TRUST
MANAGEMENT                       5

 The Funds                       9
 Share Ownership                 9
 Trustees Compensation          10
 Trustee Liability              10
INVESTMENT ADVISORY SERVICES    11

 Investment Adviser             11
 Advisory Fees                  11
BROKERAGE TRANSACTIONS          11

OTHER SERVICES                  12

 Fund Administration            12



 Custodian and Portfolio
  Recordkeeper                  12
 Transfer Agent                 12
 Independent Public Accountants 12
SHAREHOLDER SERVICES AGREEMENT  12

DETERMINING NET ASSET VALUE     12

REDEMPTION IN KIND              13

MASSACHUSETTS PARTNERSHIP LAW   13

THE FUND'S TAX STATUS           13

PERFORMANCE INFORMATION         13

 Yield                          13
 Effective Yield                13
 Tax-Equivalent Yield           14
 Tax-Equivalency Table          14
 Total Return                   14
 Performance Comparisons        15
ABOUT FEDERATED INVESTORS       15

 Mutual Fund Market             15
 Institutional Clients          15
 Trust Organizations            15
 Broker/Dealers and Bank
  Broker/Dealer
  Subsidiaries                  16
APPENDIX                        17




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 participation interests having a seven day demand feature, 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.
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, or 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."
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,
brokers/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.
CREDIT ENHANCEMENT
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.
MASSACHUSETTS INVESTMENT RISKS

The Fund invests in obligations of Massachusetts issuers which results in the
Fund's performance being subject to risks associated with the overall economic
conditions present within Massachusetts (the "Commonwealth"). The following
information is a brief summary of the recent prevailing economic conditions
and a general summary of the Commonwealth's financial status. This information
is based on official statements relating to securities that have been offered
by Massachusetts issuers and from other sources believed to be reliable but
should not be relied upon as a complete description of all relevant
information.



The Commonwealth has a diverse economy with manufacturing, education, health
care, computers and financial services all being significant contributors.
Massachusetts is generally considered the leader in research and development
within the biotechnology, software and robotics industries as well as having
many highly prestigious universities. In addition to a highly skilled and
educated workforce, the Commonwealth has one of the higher average per capita
incomes in this country.
Beginning in the late 1980's, economic growth in the New England region and
Massachusetts, in particular, slowed and showed pronounced deterioration in
the construction, real estate, financial and manufacturing sectors. Between
1988 and 1992, there were extensive job losses that  resulted in a 10%
reduction in the work force. Also, over the same period, property values in
the region experienced a similar decline.  More recently, the Massachusetts
economy has experienced a slight recovery, however, at a slower pace  than the
nation and there are signs that this recovery may be slowing. In addition,
after years of above average property value growth, property values have
decreased an estimated 6% over the same period.
The two major revenue sources available to cities and towns in Massachusetts
are local property taxes and local aid from the Commonwealth. Property taxes
are subject to limitations imposed by a state-wide initiative approved by the
voters in November, 1980 (commonly known as Proposition 2-1/2), which limits
the property taxes that may be levied by any city or town in any fiscal year
to the lesser of (i) 2.5% of the full valuation of the real estate and
personal property therein or (ii) 2.5% over the previous year's levy limit
plus any growth in the tax base from new construction. In recent years the
decrease in property values due to the recession and the limitations of tax
levy growth imposed by Proposition 2-1/2 have resulted in budget constraints
for many cities and towns.



The overall financial condition of the Commonwealth can also be illustrated by
the changes of its debt ratings. During the period in which the Commonwealth
has experienced its financial difficulties beginning in 1988, its general
obligation long-term debt ratings as determined by Moody's Investors Service,
Inc. and Standard & Poor's Ratings Group decreased from Aa and AA+,
respectively, to Baa and BBB. Since then the Commonwealth has had its debt
ratings raised by the two rating agencies to A1 and A+ by Moody's and S&P,
respectively, reflecting its improved fiscal performance.
The Fund's concentration in securities issued by the Commonwealth and its
political subdivisions provides a greater level of risk than a fund which is
diversified across numerous states and municipal entities. The ability of the
Commonwealth or its municipalities to meet their obligations will depend on
the availability of tax and other revenues; economic, political, and
demographic conditions within the Commonwealth; and the underlying fiscal
condition of the Commonwealth and its municipalities.
INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN
The Fund will not sell any securities short or purchase any securities on
margin but may obtain such short-term credits as are necessary for the
clearance of transactions.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Fund will not issue senior securities except that the Fund may borrow
money in amounts up to one-third of the value of its total assets, including
the amounts borrowed.
The Fund will not borrow money for investment leverage, but rather as a
temporary, extraordinary, or emergency measure or to facilitate management of
the portfolio by enabling the Fund to meet redemption requests when the



liquidation of portfolio securities is deemed to be inconvenient or
disadvantageous.  The Fund will not purchase any securities while borrowings
in excess of 5% of 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.  In those cases, it may pledge
assets having a market value not exceeding the lesser of the dollar amounts
borrowed or 15% of the value of total assets at the time of the pledge.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets, except that it may acquire publicly
or non-publicly issued Massachusetts municipal securities or temporary
investments or enter into repurchase agreements, in accordance with 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 or real estate limited
partnerships, although it may invest in securities of issuers whose business
involves the purchase or sale of real estate or in securities which are
secured by real estate or interests in real estate.
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.



INVESTING IN RESTRICTED SECURITIES
The Fund will not invest more than 10% of its net assets in securities
subject to restrictions on resale under the Securities Act of 1933.
CONCENTRATION OF INVESTMENTS
The Fund will not purchase securities if, as a result of such purchase, 25%
or more of the value of its total assets would be invested in any one
industry, or in industrial development bonds or other securities the interest
upon which is paid from revenues of similar types of projects. However, the
Fund may invest as temporary investments more than 25% of the value of its
assets in cash or cash items, securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities, or instruments secured by
these money market instruments, such as repurchase agreements.
DIVERSIFICATION OF INVESTMENTS
With regard to at least 50% of its total assets, no more than 5% of its total
assets are to be invested in the securities of a single issuer, and no more
than 25% of its total assets are to be invested in the securities of a single
issuer at the close of each quarter of each fiscal year.
Under this limitation, each governmental subdivision, including states,
territories, possessions of the United States, or their political
subdivisions, agencies, authorities, instrumentalitites, or similar entities
will be considered a separate issuer if its assets and revenues are separate
from those of the governmental body creating it and the security is backed
only by its own assets and revenues.
Industrial development bonds backed only by the assets and revenues of a non-
governmental issuer are considered to be issued solely by that issuer.  If,
in the case of an industrial development bond or government issued security,
a governmental or other entity guarantees the security, such guarantee would
be considered a separate security issued by the guarantor, as well as the



other issuer, subject to limited exclusions allowed by the Investment Company
Act of 1940.
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 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 AND TRUSTEES OF
THE TRUST
The Fund will not purchase or retain the securities of any issuer if the
Officers and Trustees of the Trust or its investment adviser, owning
individually more than .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 did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present intent
to do so during the coming fiscal year.
FEDERATED MUNICIPAL TRUST MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates, 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. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of
the Funds. Mr. Donahue is the father of J. Christopher Donahue, Executive 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.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932



Trustee
Professor of Medicine and Member, Board of Trustees, University of Pittsburgh;
Medical Director, University of Pittsburgh Medical Center - Downtown; Member,
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; Shareholder, Henny, Kochuba, 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.


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.




Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 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.





Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  October 6, 1926
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or
Managing General Partner of the Funds.


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, International Politics and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management Center;
Director, Trustee, or Managing General Partner of the Funds; President
Emeritus, University of Pittsburgh; founding Chairman, National Advisory
Council for Environmental Policy and Technology and Federal Emergency
Management Advisory Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.








J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global 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  of the Company.


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated
Research Corp., Federated Global Research Corp. and Passport Research, Ltd.;
Executive Vice President and Director, Federated Securities Corp.; Trustee,



Federated Services Company; Chairman, Treasurer, and Trustee, Federated
Administrative Services; Trustee or Director of some of the Funds; President,
Executive Vice President and Treasurer of some of the Funds.


 Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.


David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors;
Controller, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.;  Senior Vice President,
Federated Shareholder Services; Vice President, Federated Administrative
Services; Treasurer of some of the Funds.




John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global Research
Corp.; Trustee, Federated Services Company; Executive Vice President,
Secretary, and Trustee, Federated Administrative Services; President and
Trustee, Federated Shareholder Services; Director, Federated Securities Corp.;
Executive 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.
THE FUNDS
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 Government Money Trust; Blanchard Funds; Blanchard
Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated
ARMs Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated
GNMA Trust; Federated Government Trust; Federated High Yield Trust; Federated



Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Term Municipal Trust;  Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated
Total Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 3-5 Years; Federated U.S. Government Securities Fund: 5-10 Years; 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; 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; 111 Corcoran Funds;
Peachtree Funds; The Planters Funds; RIMCO Monument Funds; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Targeted
Duration Trust; Tax-Free Instruments Trust; 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; World
Investment Series, Inc.
SHARE OWNERSHIP
Officers and Trustees own less than 1% of the Trust`s outstanding shares.



As of December 4,1995, the following shareholders of record owned 5% or more
of the outstanding BayFunds Shares of the Fund: John & Co., Burlington, MA,
owned approximately  48,086,125 shares (100%).
As of December 4,1995, the following shareholders of record owned 5% or more
of the outstanding Institutional Service Shares of the Fund: State Street Bank
and Trust Company, North Quincy, Massachusetts, (as record owner holding
shares for its clients) owned approximately 17,899,399 shares (17,90%); John &
Company, Burlington, Massachusetts, owned approximately 19,517,012 shares
(19.52%); and State Street Bank and Trust Company, North Quincy,
Massachusetts, (as record owner holding shares for its clients) owned
approximately 16,017,266 shares (16.02%).


TRUSTEES COMPENSATION


                  AGGREGATE
NAME ,          COMPENSATION
POSITION WITH       FROM          TOTAL COMPENSATION PAID
CORPORATION      CORPORATION*#      FROM FUND COMPLEX +


John F. Donahue, $0        $0 for the Fund and
Chairman and Director         68 other investment companies in the Fund
Complex
Thomas G. Bigley,$2,458    $20,688 for the Fund and
Director                   49 other investment companies in the Fund Complex
John T. Conroy,  $3,520    $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex



William J. Copeland,       $3,520  $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
James E. Dowd,   $3,520    $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.,   $3,266  $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.,   $3,520  $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
Peter E. Madden, $2,757    $90,563 for the Fund and
Director                   64 other investment companies in the Fund Complex
Gregor F. Meyer, $3,166    $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex
John E. Murray, Jr.,       $1,762  $0 for the Fund and
Director                   64 other investment companies in the Fund Complex
Wesley W. Posvar,$3,166    $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex
Marjorie P. Smuts,         $3,166  $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex


*Information is furnished for the fiscal year ended October 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of 15
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 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.
For the fiscal years ended October 31, 1995, 1994, and 1993 the adviser earned
$686,918, $643,293, and $498,975 respectively, of which $276,299, $445,711,
and $427,232, and respectively, was voluntarily waived.
  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.
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.  During the fiscal year
ended October 31, 1995, the Trust paid no brokerage commissions.
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.
OTHER SERVICES

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.  Prior to March 1, 1994, Federated Administrative
Services, Inc., also a subsidiary of Federated Investors, served as the Fund's
Administrator.  (For purposes of this Statement of Additional Information,
Federated Administrative Services and Federated Administrative Services, Inc.



may hereinafter collectively be referred to as the "Administrators".)  For the
fiscal years ended October 31, 1995, 1994, and 1993, the Administrators earned
$155,000, $195,483, and $253,380, respectively.  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.
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.
TRANSFER AGENT
As transfer agent, Federated Services Company  maintains all necessary
shareholder records. For its services, the transfer agent receives a fee based
on size, type, and number of accounts and transactions made by shareholders.
INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for the Fund are Arthur Andersen  LLP,
Pittsburgh, PA.
SHAREHOLDER SERVICES AGREEMENT

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 Agreement, the Trustees expect 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. For the fiscal
period ending October 31,1995, the Fund paid Shareholder Services fees in the
amount of  $232,505, all of which was waived.
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.
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.
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 Fund calculates its yield based upon the seven days ending on the day of
the calculation, called the "base period." This yield is computed by:
determining the net change in the value of a hypothetical account with a
balance of one share at the beginning of the base period, with the net change
excluding capital changes but including the value of any additional shares
purchased with dividends earned from the original one share and 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.
For the seven-day period ended October 31, 1995, the yield for Institutional
Service Shares was 3.36%, and the yield for BayFunds shares was 3.32%.
EFFECTIVE YIELD
The Fund calculates its effective yield 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.
For the seven-day period ended October 31, 1995, the effective yield for
Institutional Service was 3.41%, and the effective yield for BayFunds Shares
was 3.37%.
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.



For the seven-day period ended October 31, 1995, the tax-equivalent yield for
Institutional Service Shares was 6.94%, and the tax-equivalent yield for
BayFunds Shares was 6.86%.
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 MASSACHUSETTS


                                   TAX BRACKET:
    Combined Federal
    and State:27.00%   40.00%    43.00%     48.00%      51.60%

    Joint Return$1-39,000$39,001-94,250 $94,251-143,600$143,601-256,500
           OVER $256,500
    Single Return$1-23,350   $23,351-56,550$56,551-117,950$117,951-256,500
           OVER $256,500

    Tax-Exempt Yield            Taxable Yield Equivalent

     1.50%     2.05%    2.50%     2.63%      2.88%       3.10%
     2.00      2.74     3.33      3.51       3.85        4.13
     2.50      3.42     4.17      4.39       4.81        5.17
     3.00      4.11     5.00      5.26       5.77        6.20



     3.50      4.79     5.83      6.14       6.73        7.23
     4.00      5.48     6.67      7.02       7.69        8.26
     4.50      6.16     7.50      7.89       8.65        9.30
     5.00      6.85     8.33      8.77       9.62       10.33
     5.50      7.53     9.17      9.65      10.58       11.36
     6.00      8.22    10.00     10.53      11.54       12.40

    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
compounded 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.



The Fund's average annual total returns for the one-year period ended October
31, 1995 and for the period from May 18, 1990 (date of initial public
investment) through ended October 31, 1995 were 3.34% and 3.22%, respectively.
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.
ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is reflected
in its investment decision making-structured, straightforward, and consistent.
This has resulted in a history of competitive performance with a range of
competitive investment products that have gained the confidence of thousands
of clients and their customers.
The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research.  Investment



decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund.  Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market funds,
a principal means used by money managers today to value money market fund
shares.  Other innovations include the first institutional tax-free money
market fund.  As of December 31, 1994, Federated Investors managed more than
$31 billion in assets across approximately 43 money market funds, including 17
government, 8 prime and 18 municipal with assets approximating $17 billion,
$7.4 billion and $6.6 billion, respectively.
J. Thomas Madden, Executive Vice President, oversees Federated Investors's
equity and high yield corporate bond management while William D. Dawson,
Executive Vice President, oversees Federated Investors's domestic fixed income
management.  Henry A. Frantzen, Executive Vice President, oversees the
management of Federated Investors's international portfolios.
MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $2 trillion to the more than 5,500 funds available.*
Federated Investors Investors, through its subsidiaries, distributes mutual
funds for a variety of investment applications.  Specific markets include:
INSTITUTIONAL CLIENTS
Federated Investors meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for a
variety of applications, including defined benefit and defined contribution
programs, cash management, and asset/liability management.  Institutional



clients include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial
advisors.  The marketing effort to these  institutional clients is headed by
John B. Fisher, President, Institutional Sales Division.
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations.  Virtually all of the trust divisions of the
top 100 bank holding companies use Federated Investors funds in their clients'
portfolios.  The marketing effort to trust clients is headed by Mark R.
Gensheimer, Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated Investors mutual funds are available to consumers through major
brokerage firms nationwide--including 200 New York Stock Exchange firms--
supported by more wholesalers than any other mutual fund distributor.  The
marketing effort to these firms is headed by James F. Getz, President,
Broker/Dealer Division.



*Source:  Investment Company Institute



APPENDIX


STANDARD & POOR'S RATINGS GROUP
SHORT-TERM MUNICIPAL OBLIGATION RATINGS



A  Standard & Poor's Ratings Group  (S&P) note  rating reflects the liquidity
concerns and market access risks unique to notes.
SP-1      Very strong or strong capacity to pay principal and interest.  Those
   issues determined to possess overwhelming safety characteristics will be
   given a plus sign (+) designation.
SP-2      Satisfactory capacity to pay principal and interest.
VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
S&P assigns dual ratings to all long-term debt issues that have as part of
their provisions a variable rate demand feature.  The first rating (long-term
rating) addresses the likelihood of repayment of principal and interest when
due, and the second rating (short-term rating) describes the demand
characteristics.  Several examples are AAA/A-1+, AA/A-1+, A/A-1.  (The
definitions for the long-term and the short-term ratings are provided below.)
COMMERCIAL PAPER (CP) RATINGS
An  S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
A-1       This highest category indicates that the degree of safety regarding
   timely payment is strong. Those issues determined to possess extremely
   strong safety characteristics are denoted with a plus sign (+)
   designation.
A-2       Capacity for timely payment on issues with this designation is
   satisfactory.  However, the relative degree of safety is not as high as
   for issues designated A-1.
LONG-TERM DEBT RATINGS
AAA  Debt rated "AAA" has the highest rating assigned by S&P.  Capacity to pay
interest and   repay principal is extremely strong.



AA   Debt rate "AA" has a very strong capacity to pay interest and repay
principal and differs    from the highest    rated issues only in small
degree.
A  Debt rated "A" has a strong capacity to pay interest and repay principal
   although it is somewhat more susceptible to the adverse effects of changes
   in circumstances and economic conditions than debt in higher rated
   categories.
MOODY'S INVESTORS SERVICE, INC.
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
Moody's Investor Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG) (see below). The purpose of the MIG or
VMIG ratings is to provide investors with a simple system by which the
relative investment qualities of short-term obligations may be evaluated.
MIG1      This designation denotes best quality.  There is present strong
     protection by established cash flows, superior liquidity support or
     demonstrated broad based access to the market for refinancing.
MIG2      This designation denotes high quality.  Margins of protection are
     ample although not so large as in the preceding group.


VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
Short-term ratings on issues with demand features are differentiated by the
use of the VMIG symbol to reflect such characteristics as payment upon
periodic demand rather than fixed maturity dates and payment relying on
external liquidity.  In this case, two ratings are usually assigned, (for
example, AAA/VMIG-1); the first representing an evaluation of the degree of
risk associated with scheduled principal and interest payments, and the second
representing an evaluation of the degree of risk associated with the demand



feature.  The VMIG rating can be assigned a 1 or 2 designation using the same
definitions described above for the MIG rating.
COMMERCIAL PAPER (CP) RATINGS
P-1            Issuers rated PRIME-1 (or related supporting institutions) have
     a superior capacity for repayment of short-term promissory obligations.
     PRIME-1 repayment capacity will normally be evidenced by the following
     characteristics: leading market positions in well established industries,
     high rates of return on funds  employed, conservative capitalization
     structure with moderate reliance on debt and ample asset protection,
     broad margins in earning coverage of fixed financial charges and high
     internal cash generation, well-established access to a range of financial
     markets and assured sources of alternate liquidity
P-2            Issuers rated PRIME-2 (or related supporting institutions) have
     a strong capacity for repayment of short-term promissory obligations.
     This will normally be evidenced by many of the characteristics cited
     above, but to a lesser degree. Earnings trends and coverage ratios, while
     sound, will be more subject to variation.  Capitalization
     characteristics, while still appropriate, may be more affected by
     external conditions.  Ample alternate liquidity is maintained.
LONG-TERM DEBT RATINGS
AAA            Bonds which are rated AAA are judged to be of the best quality.
     They carry the smallest degree of investment  risk and are generally
     referred to as "gilt edged." Interest payments are protected by a large
     or by an exceptionally stable margin and principal is secure. While the
     various protective elements are likely to change, such changes is can be
     visualized are most unlikely to impair the fundamentally strong position
     of   such issues.



AA   Bonds which are rated AA are judged to be of high quality by all
     standards.  Together with the AAA group, they comprise what are generally
     known as high grade bonds.  They are rated lower than the best bonds
     because margins of protection may not be as large as in AAA securities or
     fluctuation of protective elements      may be of greater amplitude or
     there may be other elements present which make the long-term risks appear
          somewhat larger than in AAA securities.
A    Bonds which are rated A possess many favorable investment attributes and
     are to be considered as upper medium grade obligations. Factors giving
     security to principal and interest are considered adequate but elements
     may be present which suggest a susceptibility to impairment sometime in
     the future.
NR   Indicates that both the bonds and the obligor or credit enhancer are not
     currently rated by S&P or Moody's with respect to short-term
     indebtedness.  However, management considers them to be of comparable
     quality to securities rated A-1 or P-1.
NR(1)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AAA" by S&P or "AAA" by Moody's.
NR(2)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AA" by S&P or "AA" by Moody's.
NR(3)    The underlying issuer/obligor/guarantor has other outstanding debt
rated "A" by S&P or Moody's.



314229303
0032603B-ISS (12/95)




BAYFUNDS SHARES
MASSACHUSETTS
MUNICIPAL
CASH TRUST

   
PROSPECTUS DECEMBER 31, 1995
ANNUAL REPORT TO SHAREHOLDERS
OCTOBER 31, 1995
    

BAYFUNDS

Federated Securities Corp.
Distributor

   
December 31, 1995
Printed on Recycled Paper
Z00403
Cusip 314229832
G00507-01 (12/95)
    

Mutual Funds At BayBank



MASSACHUSETTS MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
BAYFUNDS Shares
PROSPECTUS

The BayFunds Shares of Massachusetts Municipal Cash Trust (the "Fund") offered
by this prospectus represent interests in a non-diversified investment portfolio
of Federated Municipal Trust (the "Trust"), an open-end management investment
company (a mutual fund).

AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THE FUND ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE; THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

   
The investment objective of the Fund is to provide current income which is
exempt from federal regular income tax, and Massachusetts state income tax,
consistent with stability of principal. The Fund invests primarily in short-term
Massachusetts municipal securities, including securities of states, territories,
and possessions of the United States which are not issued by or on behalf of
Massachusetts or its political subdivisions and financing authorities, but which
are exempt from the federal regular and Massachusetts state income tax.
Shareholders can invest, reinvest, or redeem BayFunds Shares at any time with no
sales loads or contingent deferred sales charges imposed by the Fund.
Shareholders have access to other portfolios in BayFunds.
    

   



THE BAYFUNDS SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS
OF BAYBANK, N.A., OR ITS SUBSIDIARIES, ARE NOT ENDORSED OR GUARANTEED BY
BAYBANK, N.A., OR ITS SUBSIDIARIES, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT
AGENCY. INVESTING IN THESE SHARES INVOLVES INVESTMENT RISKS INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
    

This prospectus contains the information you should read and know before you
invest in BayFunds Shares. Keep this prospectus for future reference.

   
The Fund has also filed a Statement of Additional Information for BayFunds
Shares dated December 31, 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 or a paper copy of this prospectus, if you have received
your prospectus electronically, free of charge by calling 1-800-BAYFUND
(1-800-229-3863). To obtain other information or to make inquiries about the
Fund, contact the Fund at the address listed at the back of this prospectus.
    

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



   
Prospectus dated December 31, 1995
    



- --------------------------------------------------------------------------------
                               TABLE OF CONTENTS

   
                                    KEY FACTS

General Information........................................................... 1

Summary of Fund Expenses...................................................... 2

Financial Highlights--BayFunds Shares......................................... 3

- --------------------------------------------------------------------------------
                   MATCHING THE FUND TO YOUR INVESTMENT NEEDS

Investment Objective and Policies............................................. 4

Acceptable Investments........................................................ 4

Investment Limitations........................................................ 8

- --------------------------------------------------------------------------------



                               SHAREHOLDER MANUAL

Pricing of Shares............................................................. 8

How to Buy Shares............................................................. 9

     By Phone..................................................................9

     By Mail...................................................................9

     By Wire..................................................................10

     Through BayBanks Offices.................................................10

     Corporate Customers/Capital

       Markets Customers..................................................... 10

Automatic Investment Program..................................................10

How to Exchange Shares........................................................11

     By Phone.................................................................11

     By Mail..................................................................12

     Through BayBanks Offices.................................................12



How to Redeem Shares..........................................................12

     Signature Guarantees.....................................................12

     By Phone.................................................................13

     By Mail..................................................................13

     By Wire..................................................................13

     Through BayBanks Offices.................................................13

- --------------------------------------------------------------------------------
                     ADDITIONAL INFORMATION YOU SHOULD KNOW

Dividends and Distributions...................................................14

Tax Information...............................................................14

Performance Information.......................................................15

Management, Distribution and
  Administration..............................................................18

Other Classes of Shares.......................................................20

Financial Highlights--Institutional



  Service Shares..............................................................21

Financial Statements..........................................................22

Report of Independent

  Public Accountants..........................................................34

    

- -------------------------------------------------------------------------------
                                   KEY FACTS

GENERAL INFORMATION

As a shareholder of the BayFunds Shares class (the "Shares") of the Fund, you
have access to all of the portfolios of BayFunds, an open-end, management
investment company. BayFunds consists of five separate, professionally managed
investment portfolios with distinct investment objectives and policies.

As of the date of this prospectus, BayFunds offers shares in five portfolios:

   BAYFUNDS MONEY MARKET
   PORTFOLIO
   SEEKS TO PROVIDE CURRENT INCOME CONSISTENT WITH STABILITY OF PRINCIPAL AND
   LIQUIDITY, BY INVESTING IN A PORTFOLIO OF MONEY MARKET INSTRUMENTS WITH
   REMAINING MATURITIES OF 397 DAYS OR LESS.



   BAYFUNDS U.S. TREASURY MONEY MARKET PORTFOLIO
   SEEKS TO PROVIDE CURRENT INCOME CONSISTENT WITH STABILITY OF PRINCIPAL AND
   LIQUIDITY, BY INVESTING, UNDER NORMAL MARKET CONDITIONS, AT LEAST 65% OF
   THE VALUE OF ITS TOTAL ASSETS IN U.S. TREASURY OBLIGATIONS WITH REMAINING
   MATURITIES OF 397 DAYS OR LESS.

   BAYFUNDS SHORT TERM YIELD PORTFOLIO
   SEEKS A HIGH LEVEL OF CURRENT INCOME CONSISTENT WITH PRESERVATION OF
   CAPITAL, BY INVESTING IN A DIVERSIFIED PORTFOLIO OF HIGH-GRADE DEBT
   OBLIGATIONS. THIS FUND WILL MAINTAIN A DOLLAR-WEIGHTED AVERAGE MATURITY OF
   THREE YEARS OR LESS.

   BAYFUNDS BOND PORTFOLIO
   SEEKS TO ACHIEVE HIGH CURRENT INCOME AND CAPITAL APPRECIATION, BY
   INVESTING, UNDER NORMAL MARKET AND ECONOMIC CONDITIONS, AT LEAST 65% OF THE
   VALUE OF ITS TOTAL ASSETS IN BONDS.

   BAYFUNDS EQUITY PORTFOLIO
   SEEKS TO PROVIDE LONG-TERM CAPITAL APPRECIATION, BY INVESTING, UNDER NORMAL
   MARKET AND ECONOMIC CONDITIONS, AT LEAST 65% OF THE VALUE OF ITS TOTAL
   ASSETS IN A BROADLY DIVERSIFIED PORTFOLIO OF EQUITY SECURITIES, WITH
   CURRENT INCOME AS A SECONDARY CONSIDERATION.

 ------------------------------------------------------------------------------
                            SUMMARY OF FUND EXPENSES
   



<TABLE>
<S>                                                                                                             <C>
                                                     BAYFUNDS SHARES
                                            SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price).................... None
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of offering price)..........None
Contingent Deferred Sales Charge (as a percentage of original purchase price or
  redemption proceeds, as applicable)............................................................ None
Redemption Fee (as a percentage of amount redeemed, if applicable)............................... None
Exchange Fee..................................................................................... None

                                                ANNUAL OPERATING EXPENSES
                                         (As a percentage of average net assets)
Management Fee (after waiver) (1)............................................................... 0.30%
12b-1 Fee......................................................................................  None
Total Other Expenses............................................................................ 0.30%
    Shareholder Services Fee (after waiver) (2).......................................... 0.00%
         Total Operating Expenses (3)........................................................... 0.60%
</TABLE>





 (1) The management fee has been reduced to reflect the voluntary waiver of a
    portion of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.50%.

(2) The maximum shareholder services fee is 0.25%.

(3) The total operating expenses would have been 1.05% absent the voluntary
    waivers of a portion of the management fee and the shareholder services fee.

The purpose of this table is to assist an investor in understanding the various
costs and expenses that a shareholder of BayFunds Shares of the Fund will bear,
either directly or indirectly. For more complete descriptions of the various
costs and expenses, see "Management, Distribution and Administration."
Wire-transferred redemptions of less than $5,000 may be subject to additional
fees.



<TABLE>
<CAPTION>
EXAMPLE:                                                                      1 YEAR         3 YEARS        5 YEARS
<S>                                                                         <C>            <C>            <C>
You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period.......    $       6      $      19      $      33

<CAPTION>
EXAMPLE:                                                                      10 YEARS
<S>                                                                        <C>
You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period.......     $      75
</TABLE>





THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
     
- ------------------------------------------------------------------------------
   
                       MASSACHUSETTS MUNICIPAL CASH TRUST
                     FINANCIAL HIGHLIGHTS--BAYFUNDS SHARES

                (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

REFERENCE IS MADE TO THE REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON PAGE 34.



<TABLE>
<CAPTION>
                                                                                 YEAR ENDED OCTOBER 31,
<S>                                                                 <C>                <C>                <C>
                                                                       1995               1994              1993(a)
NET ASSET VALUE, BEGINNING OF PERIOD                                 $    1.00          $    1.00          $    1.00
- ---------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------------------------------------
     Net investment income                                                0.03               0.02               0.01
- ---------------------------------------------------------------
LESS DISTRIBUTIONS
- ---------------------------------------------------------------
     Distributions from net investment income                            (0.03)             (0.02)             (0.01)
- ---------------------------------------------------------------        -------            -------            -------
NET ASSET VALUE, END OF PERIOD                                       $    1.00          $    1.00          $    1.00
- ---------------------------------------------------------------        -------            -------            -------
TOTAL RETURN (b)                                                         3.30%              2.05%              1.25%
- ---------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ---------------------------------------------------------------
     Expenses                                                            0.60%              0.64%               0.65%*
- ---------------------------------------------------------------
     Net investment income                                               3.25%              2.09%               1.85%*
- ---------------------------------------------------------------
     Expense waiver/reimbursement (c)                                    0.45%              0.35%               0.43%*
- ---------------------------------------------------------------
SUPPLEMENTAL DATA



- ---------------------------------------------------------------
     Net assets, end of period (000 omitted)                           $46,580            $41,912            $18,143
- ---------------------------------------------------------------
</TABLE>





    
   
* Computed on an annualized basis.

 (a) Reflects operations for the period from March 8, 1993 (date of initial
     public investment) to October 31, 1993.

 (b) Based on net asset value, which does not reflect the sales charge or
     contingent deferred sales charge, if applicable.

 (c) This voluntary expense decrease is reflected in both the expense and net
     investment income ratios shown above.

(See Notes which are an integral part of the Financial Statements)

     

- ------------------------------------------------------------------------------
                              MATCHING THE FUND TO
                             YOUR INVESTMENT NEEDS

   IF YOU ARE SEEKING CURRENT INCOME WHICH IS EXEMPT FROM FEDERAL REGULAR
   INCOME TAX AND MASSACHUSETTS STATE INCOME TAX CONSISTENT WITH LIQUIDITY AND
   STABILITY OF PRINCIPAL, THEN THE FUND MAY BE A SUITABLE INVESTMENT.

   THE FUND SEEKS TO MAINTAIN A STABLE $1.00 SHARE PRICE, REFERRED TO AS THE



   NET ASSET VALUE PER SHARE, BY INVESTING IN A PORTFOLIO OF SHORT-TERM
   MASSACHUSETTS MUNICIPAL SECURITIES. WHILE THE FUND CANNOT GUARANTEE A
   STABLE SHARE PRICE, THE SHORT-TERM NATURE OF ITS INVESTMENTS HELPS TO
   MINIMIZE PRICE FLUCTUATIONS.

INVESTMENT OBJECTIVE AND POLICIES

   
The investment objective of the Fund is to provide current income which is
exempt from federal regular income tax, and Massachusetts state income tax
consistent with stability of principal. The investment objective cannot be
changed without approval of shareholders. While there is no assurance that the
Fund will achieve its investment objective, it endeavors to do so by complying
with the various requirements of Rule 2a-7 under the Investment Company Act of
1940 which regulates money market mutual funds and by following the investment
policies described in this prospectus.
    

Interest income of the Fund that is exempt from the income taxes described above
retains its tax-free status when distributed to the Fund's shareholders.
However, income distributed by the Fund may not necessarily be exempt from state
or municipal taxes in states other than Massachusetts.

   
The Fund pursues its investment objective by investing primarily in a portfolio
of Massachusetts municipal securities with remaining maturities of 13 months or
less at the time of purchase by the Fund. As a matter of investment policy,
which cannot be changed without the approval of shareholders, the Fund invests



its assets so that at least 80% of its annual interest income is exempt from
federal regular income tax and Massachusetts state income 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 the approval of shareholders. Shareholders
will be notified before any material changes in these policies become effective.
    

ACCEPTABLE INVESTMENTS

The Fund invests primarily in debt obligations issued by or on behalf of
Massachusetts 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 Massachusetts state
income tax imposed upon non-corporate taxpayers.

MASSACHUSETTS MUNICIPAL SECURITIES. Massachusetts 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.

Massachusetts 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.

   ISSUERS OF GENERAL OBLIGATION BONDS INCLUDE STATES, COUNTIES, CITIES,
   TOWNS, AND OTHER GOVERNMENTAL UNITS.

The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. Interest on and principal of revenue bonds, however, are
payable only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. Revenue bonds do not represent a pledge of
credit or create any debt of or charge against the general revenues of a
municipality or public authority. Industrial development bonds are typically
classified as revenue bonds.

Examples of Massachusetts municipal securities include, but are not limited to:

   tax and revenue anticipation notes ("TRANs") issued to finance working
   capital needs in anticipation of receiving taxes or other revenues;

   bond anticipation notes ("BANs") that are intended to be refinanced through a
   later issuance of longer-term bonds;

   municipal commercial paper and other short-term notes;



   variable rate demand notes;

   municipal bonds (including bonds having serial maturities and pre-refunded
   bonds) and leases; and

   participation, trust and partnership interests in any of the foregoing
   obligations.
    
    
   
MASSACHUSETTS INVESTMENT RISKS. Yields on Massachusetts 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 Massachusetts 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 Massachusetts municipal securities acceptable
for purchase by the Fund could become limited.
    

   
The Fund may invest in Massachusetts 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 Massachusetts 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 Massachusetts 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 a non-diversified investment portfolio. As
such, there is no limit on the percentage of assets which can be invested in any
single issuer. An investment in the Fund, therefore, will entail greater risk
than would exist in a diversified investment portfolio because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.
    



The Fund intends to comply with Subchapter M of the Internal Revenue Code. This
undertaking requires that at the end of each quarter of the taxable year, with
regard to at least 50% of the Fund's total assets, no more than 5% of its total
assets are invested in the securities of a single issuer; beyond that, no more
than 25% of its total assets are invested in securities of a single issuer.

   
VARIABLE RATE DEMAND NOTES. Variable rate demand notes are long-term municipal
securities that have variable or floating interest rates and provide the Fund
with the right to tender the security for repurchase at its stated principal
amount plus accrued interest. Such securities typically bear interest at a rate
that is intended to cause the securities to trade at par. The interest rate may
float or be adjusted at regular intervals (ranging from daily to annually), and
is normally based on a 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 municipal securities
from financial institutions such as commercial and investment banks, savings
associations and insurance companies. These interests may take the form of
participations, beneficial interests in a trust, partnership interests or any



other form of indirect ownership that allows the Fund to treat the income from
the investment as exempt from federal income tax. The Fund invests in these
participation interests in order to obtain credit enhancement or demand features
that would not be available through direct ownership of the underlying municipal
securities.
    

   
MUNICIPAL LEASES. Municipal leases are obligations issued by state and local
governments or authorities to finance the acquisition of equipment and
facilities and may be considered to be illiquid. They may take the form of a
lease, an installment purchase contract, a conditional sales contract, or a
participation certificate on any of the above. Lease obligations may be subject
to periodic appropriation. Municipal leases are subject to certain specific
risks in the event of default or failure of appropriation.
    
   
    

   
CREDIT ENHANCEMENT. Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit or insurance. Any bankruptcy,
receivership or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.
    

   
The Fund may have more than 25% of its total assets invested in securities



credit-enhanced by banks.
    

DEMAND FEATURES. The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period (usually
seven days) following a demand by the Fund. The demand feature may be issued by
the issuer of the underlying securities, a dealer in the securities or another
third party, and may not be transferred separately from the underlying security.
The Fund uses these arrangements to provide the Fund with liquidity and not to
protect against changes in the market value of the underlying securities. The
bankruptcy, receivership or default by the issuer of the demand feature, or a
default on the underlying security or other event that terminates the demand
feature before its exercise, will adversely affect the liquidity of the
underlying security. Demand features that are exercisable even after a payment
default on the underlying security may be treated as a form of credit
enhancement.

RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest in restricted
securities. Restricted securities are any securities in which the Fund may
invest pursuant to its investment objective and policies but which are subject
to restrictions on resale under federal securities laws. Under criteria
established by the Trustees, certain restricted securities are considered
liquid. To the extent restricted securities are deemed to be illiquid, the Fund
will limit their purchase, together with other securities considered to be
illiquid, to 10% of its net assets.

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/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.

   
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, all of comparable quality to other
securities in which the Fund invests such as: obligations issued by or on behalf
of municipal or corporate issuers; 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 Massachusetts municipal securities is subject to the
federal alternative minimum tax.
    
    
    

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 up to 15% of the value of total assets to secure such
borrowings. These investment limitations cannot be changed without shareholder
approval.
    
   
    
- ------------------------------------------------------------------------------

                               SHAREHOLDER MANUAL

   SHARES ARE SOLD "NO-LOAD"--WITHOUT A SALES CHARGE. YOUR MINIMUM INITIAL
   INVESTMENT IS ONLY $2,500 OR $500 IF YOU PARTICIPATE IN THE AUTOMATIC



   INVESTMENT PROGRAM.

PRICING OF SHARES

   
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 liabilities attributable to shares
from the value of Fund assets attributable to shares, and dividing the remainder
by the number of shares outstanding.
    

   THE TERM "NET ASSET VALUE" PER SHARE REFERS TO THE VALUE OF ONE FUND
   SHARE.

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, Monday through Friday, except on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.
    

The Fund offers Shares only on days on which the New York Stock Exchange and the
Federal Reserve Bank of Boston are open for business ("Business Days"). If



BayBank Systems, Inc. (the "Shareholder Servicing Agent") receives your purchase
order on a non-Business Day, the order will not be executed until the next
Business Day in accordance with the Distributor's procedures. The Fund and the
Distributor reserve the right to reject any purchase request.

HOW TO BUY SHARES

MINIMUM INVESTMENT. You can become a shareholder with an initial investment of
$2,500, or $500 if you participate in the Automatic Investment Program. You must
submit a completed application at the time of your initial purchase. Subsequent
investments must be in amounts of at least $100, or if you participate in the
Automatic Investment Program, the minimum for additional Share purchases is $50.
The Fund may waive any investment minimums from time to time. In addition, the
Fund may reduce or waive investment minimums for investors purchasing through
qualified BayBanks accounts.

If your purchase order is received in good order and accepted by the Fund from
Federated Services Company (the "Transfer Agent") by 1:00 p.m. (Eastern time) on
a Business Day, it will be executed at the net asset value next determined and
your Shares will begin earning dividends that day. The Transfer Agent will not
communicate your purchase order to the Fund until the Shareholder Servicing
Agent has received the purchase price in Federal funds or other immediately
available funds. If your purchase order is received in good order and accepted
by the Fund from the Transfer Agent after 1:00 p.m. (Eastern time), and prior to
4:00 p.m. (Eastern time), it will be executed at the net asset value next
determined and Shares will begin earning dividends the next Business Day. When
you purchase Shares by check, the order is considered received when the check is
converted into federal funds, normally within two Business Days.




The Shareholder Servicing Agent is responsible for the prompt transmission of
purchase orders received in good order to the Transfer Agent.

   YOU MAY BUY SHARES BY TELEPHONE, MAIL, WIRE, OR IN PERSON THROUGH BAYBANKS
   OFFICES.

BY PHONE. Once you are a shareholder, you may purchase additional Shares by
calling 1-800-BAYFUND (1-800-229-3863).

   
You must have previously authorized the Fund in writing to accept telephone
requests. If you have not done so, call 1-800-BAYFUND to receive the necessary
form and information on this Fund feature. The Fund uses reasonable procedures
(incuding a shareholder identity test and sending a written confirmation of each
telephone transaction) to confirm that instructions given by telephone are
genuine. However, the Fund is not responsible for the authenticity of telephone
instructions or for any losses caused by fraudulent or unauthorized telephone
instructions if the Fund reasonably believed that the instructions were genuine.
    

The establishment of certain types of deposit account relationships with
BayBanks may permit the direct deduction of your purchase price from your
BayBanks deposit account. Please call 1-800-BAYFUND to determine whether your
BayBanks deposit account qualifies.

For the protection of investors, all phone communications may be recorded where
not otherwise prohibited by law.




BY MAIL. If you make your initial Share purchase by mail, you must send a
completed application, and a check payable to the Fund, to:

  BayFunds
  P.O. Box 889
  Burlington, MA 01803

You may obtain an application by calling
1-800-BAYFUND.

You may make subsequent investments in the Fund at any time by sending a check
for a minimum of $100 payable to the Fund at the following address:

   
  BayFunds
  P.O. Box 889
  Burlington, MA 01803
    

   
along with either (a) the detachable form that regularly accompanies
confirmation of a prior transaction, (b) a subsequent order form that may be
enclosed in the Fund mailing or can be obtained by calling 1-800-BAYFUND, or (c)
a letter stating the amount of the investment, the name of the Fund, the exact
name and address of the account, and your account number.
    



If the check does not clear, your purchase order will be cancelled.

BY WIRE. If you are a shareholder, you may purchase additional Shares by wire to
BayBanks, as agent for the Shareholder Servicing Agent, as follows:

   BayBanks

   ABA Number: 0110-0174-2

   Attention: Mutual Funds Services

   For Credit to: BayFunds Shares, Massachusetts Municipal Cash Trust; Account
   37153931

   Further Credit to: shareholder name and account number

Shares cannot be purchased by wire on days on which the New York Stock Exchange
and the Federal Reserve Wire System are not open for business and on the
following holidays: Martin Luther King Day, Columbus Day, or Veterans' Day.

THROUGH BAYBANKS OFFICES. You may place an order to purchase Shares in person
through designated BayBanks offices.

   
Purchase orders placed through BayBanks offices typically would be received by
the Transfer Agent within two Business Days. If you want more prompt processing,
you should consider another method, such as by phone, as described above.
    




CORPORATE CUSTOMERS/CAPITAL MARKETS CUSTOMERS. Corporate and/or Capital Markets
customers of BayBanks interested in purchasing Shares should consult their
account relationship managers for procedures applicable to their accounts or
call 1-800-554-3311. This prospectus should be read in conjunction with any
materials provided by BayBanks regarding such procedures.

AUTOMATIC INVESTMENT PROGRAM

   YOU CAN BUY SHARES CONVENIENTLY THROUGH THE AUTOMATIC INVESTMENT PROGRAM.

When you participate in the Automatic Investment Program, you can purchase
additional Shares in minimum amounts of $50. You must previously have authorized
in writing the total dollar amount to be deducted automatically from eligible
BayBanks deposit accounts or your deposit account maintained at a domestic
financial institution which is an automated clearing house member, and the
frequency of the deductions. The funds will be invested in Shares at the net
asset value next determined. The Fund may reduce or waive the investment
minimums for investors purchasing through qualified BayBanks accounts.

HOW TO EXCHANGE SHARES

   IF YOUR INVESTMENT NEEDS CHANGE, YOU CAN EASILY REDEEM FUND SHARES AND
   PURCHASE SHARES OF ANY BAYFUNDS' PORTFOLIO AT NO CHARGE.

BayFunds consists of the BayFunds Money Market Portfolio, the BayFunds U.S.
Treasury Money Market Portfolio, the BayFunds Short Term Yield Portfolio, the
BayFunds Bond Portfolio and the BayFunds Equity Portfolio. As a shareholder, you



have access to all of these portfolios ("Participating Funds") of BayFunds.
Because the BayFunds offer separate classes of shares, Fund shareholders (other
than certain trust and institutional investors, including qualified employee
benefit plans) must purchase shares of the Investment Shares class of these
Participating Funds.

You may redeem Shares having a net asset value of at least $100 and purchase
shares of any other Participating Funds in which you have an account. The
minimum initial investment to establish an account in any other Participating
Fund is $2,500, or $500 if you participate in the Automatic Investment Program.
BayFunds does not charge any fees for these transactions.

Shares will be redeemed at the net asset value next determined and Shares of the
Participating Fund to be acquired will be purchased at the net asset value per
share next determined after receipt of the request by the Transfer Agent on a
Business Day.

If you do not have an account in the Participating Fund whose shares you want to
acquire, you must establish an account. Prior to any such transaction, you must
receive a copy of the current prospectus of the Participating Fund into which a
purchase is to be effected. This account will be registered in the same name and
you will receive your dividends and distributions as an
automatic reinvestment in additional shares. If the new account registration
(name, address, and taxpayer identification number) is not identical to your
existing account, please call 1-800-BAYFUND for the necessary new account or
transfer procedures.

You may find this privilege useful if your investment objectives or market



outlook should change after you invest in the Fund or in any of the
Participating Funds. You may obtain further information on this privilege and
obtain a prospectus by calling 1-800-BAYFUND.

The exchange privilege is available to shareholders resident in any state in
which Participating Funds' shares being acquired may be sold.

BayFunds reserves the right to terminate this privilege at any time on 60 days'
notice. Shareholders will be notified if this privilege is terminated.

   
Depending on the circumstances, an exchange with a fluctuating net asset value
Participating Fund may generate a short-term or long-term capital gain or loss
for federal income tax purposes.
    

BY PHONE. You may provide instructions to redeem Shares and purchase shares of
any Participating Funds by calling 1-800-BAYFUND.

You must have previously authorized the Fund in writing to accept telephone
requests. If you have not done so, call 1-800-BAYFUND to receive the necessary
form and information on this Fund feature. The Fund uses reasonable procedures
(including a shareholder identity test and sending a written confirmation of
each telephone transaction) to confirm that instructions given by telephone are
genuine. However, the Fund is not responsible for the authenticity of telephone
instructions or for any losses caused by fraudulent or unauthorized telephone
instructions if the Fund reasonably believed that the instructions were genuine.



BY MAIL. You may send a written request to redeem Shares and purchase shares of
any Participating Funds to:

  BayFunds
  P.O. Box 889
  Burlington, MA 01803

Your written request must include your name and tax identification number; the
name of the Fund, the dollar amount or number of Shares to be redeemed; the name
of the Participating Fund in which shares are to be purchased; and your account
number. Your request must be signed by the registered owner(s) exactly as
required by the account application.

THROUGH BAYBANKS OFFICES. You may place an order to redeem Shares and purchase
shares of any Participating Funds in person through designated BayBanks offices.

   
Orders received through designated BayBanks offices typically would be received
by the Transfer Agent within two Business Days. For more prompt processing, you
should consider another method, such as exchanging shares by phone, as described
above.
    

HOW TO REDEEM SHARES

   
   WHEN YOU SELL YOUR SHARES--"REDEEM" THEM--YOU RECEIVE THE NET ASSET VALUE
   PER SHARE NEXT DETERMINED AFTER YOU HAVE MADE THE REQUEST. THERE ARE NO



   FEES OR OTHER REDEMPTION CHARGES (EXCEPT FOR REDEMPTIONS BY WIRE). YOU MAY
   REDEEM SOME OR ALL OF YOUR INVESTMENT.
    

The Fund redeems Shares at the net asset value next determined after the Fund
has received your redemption request from the Transfer Agent in proper form.
Redemption requests can be executed only on Business Days. If your redemption
request is received by the Shareholder Servicing Agent on a non-Business Day,
the Transfer Agent will not communicate your redemption request to the Fund
until the next Business Day.

Redemption proceeds may be credited to an eligible BayBanks deposit account,
paid by check, or paid by wire, as you previously designated in writing. The
Fund ordinarily will make payment for Shares redeemed after proper receipt from
the Transfer Agent of the redemption request and of all documents in proper form
within one Business Day to an eligible BayBanks deposit account, within five
Business Days if you requested redemption proceeds by check, or the same day by
wire if the Fund receives your redemption request from the Transfer Agent by
12:00 noon (Eastern time) on the day of redemption. Shares redeemed and wired
the same day will not receive the dividend declared on the day of redemption.

   
SIGNATURE GUARANTEES. If you request a redemption for an amount in excess of
$25,000 (no limitation if the proceeds are being credited to your BayBanks
deposit account), a redemption of any amount to be sent to an address other than
your address of record with the Fund, the transfer of the registration of
Shares, or a redemption of any amount payable to someone other than yourself as
the shareholder of record, your signature must be guaranteed on a written



redemption request by a trust company or insured commercial bank; an insured
savings association or savings bank; a member firm of a national or regional
stock exchange; or any other "eligible guarantor institution," as defined in the
Securities Exchange Act of 1934. The Transfer Agent has adopted standards for
accepting signature guarantees from the above institutions. The Fund may elect
in the future to limit eligible signature guarantors to institutions that are
members of a signature guarantee program. The Fund does not accept signatures
guaranteed by a notary public. The Fund and the Transfer Agent reserve the right
to amend these standards at any time without notice. If you have a question
about the proper form for redemption requests, call 1-800-BAYFUND.
    

   YOU MAY REDEEM SHARES BY PHONE, MAIL, WIRE OR THROUGH BAYBANKS OFFICES.

BY PHONE. You may redeem Shares by calling 1-800-BAYFUND.

You must have previously authorized the Fund in writing to accept telephone
requests. If you have not done so, call 1-800-BAYFUND to receive the necessary
form.

In the event of drastic economic or market changes, you may experience
difficulty in redeeming by telephone. If this occurs, you should consider
another method of redemption, such as by mail or by wire. See below. The Fund
uses reasonable procedures (including a shareholder identity test and sending a
written confirmation of each telephone transaction) to confirm that instructions
given by telephone are genuine. However, the Fund is not responsible for the
authenticity of telephone instructions or for any losses caused by fraudulent or
unauthorized telephone instructions if the Fund reasonably believed that the



instructions were genuine.

BY MAIL. You may redeem Shares by submitting a written request for redemption
to:

  BayFunds
  P.O. Box 889
  Burlington, MA 01803

Your written request must include your name and tax identification number, the
Fund's name, the dollar amount or number of Shares to be redeemed, and your
account number. Your request must be signed by the registered owner(s) exactly
as required by the account application.

BY WIRE. You may redeem Shares by wire (see "How to Buy Shares--By Wire") or by
calling 1-800-BAYFUND. Redemption proceeds of at
least $1,000 will be wired directly to the domestic commercial bank and account
you previously designated in writing. You are charged a fee for each wire
redemption and the fee is deducted from your redemption proceeds.

The Fund reserves the right to wire redemption proceeds within seven days after
receiving the redemption order if, in its judgment, an earlier payment could
adversely affect the Fund. The Fund also reserves the right to terminate or
modify the telephone and wire redemption procedures at any time. In that event,
shareholders would be promptly notified. Neither the Fund, the Transfer Agent,
the Sub-Transfer Agent, nor the Shareholder Servicing Agent will be responsible
for the authenticity of redemption instructions received by phone.



THROUGH BAYBANKS OFFICES. You may place an order to redeem Shares in person
through designated BayBanks offices.

   
Redemption orders received through designated BayBanks offices typically would
be received by the Transfer Agent within two Business Days. For more prompt
processing, you should consider another method, such as by phone, as described
above.
    

- -------------------------------------------------------------------------------
                           ADDITIONAL INFORMATION YOU
                                  SHOULD KNOW

   
MINIMUM BALANCE. Due to the high cost of maintaining accounts with low balances,
the Fund may redeem your Shares and send you the proceeds if, due to shareholder
redemptions your account balance falls below a minimum value of $1,000. However,
before Shares are redeemed to close an account, the shareholder will be notified
in writing and given 60 days to purchase additional Shares to meet the minimum
balance requirement. The Fund reserves the right to amend this standard upon 60
days' prior written notice to shareholders. The Fund also reserves the right to
redeem Shares involuntarily or make payment for redemptions in the form of
securities if it appears appropriate to do so in light of the Fund's
responsibilities under the Investment Company Act of 1940.
    

CONFIRMATIONS AND STATEMENTS. Confirmations of each purchase, exchange or



redemption are sent to each shareholder. Monthly statements are sent to report
transactions as well as dividends paid during the month. The Fund may suspend or
terminate its practice of confirming each transaction at any time without
notice.

DIVIDENDS AND DISTRIBUTIONS

   YOU EARN DIVIDENDS DAILY AND RECEIVE THEM MONTHLY AS AN AUTOMATIC
   REINVESTMENT IN ADDITIONAL SHARES.

Dividends from the Fund's net investment income are declared daily to
shareholders of record immediately following the 1:00 p.m. (Eastern time)
pricing of Shares. Dividends are paid monthly within five Business Days after
the end of such calendar month. The Fund does not expect to realize any net
long-term capital gains. However, if any such gains are realized, they will be
distributed to shareholders at least annually.

You will receive your dividends and your distributions as an automatic
reinvestment in additional Shares at the net asset value next determined on the
payment dates.

TAX INFORMATION

   THIS DISCUSSION OF TAXES IS FOR GENERAL INFORMATION ONLY. PLEASE CONSULT
   YOUR OWN TAX ADVISER ABOUT YOUR PARTICULAR SITUATION.

   
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.
    

   INTEREST ON SOME MUNICIPAL SECURITIES MAY BE SUBJECT TO THE FEDERAL
   ALTERNATIVE MINIMUM TAX.

   
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.
    

   
MASSACHUSETTS TAX CONSIDERATIONS. Under existing Massachusetts laws,
distributions made by the Fund will not be subject to Massachusetts personal
income taxes to the extent that such distributions qualify as exempt interest
dividends under the Internal Revenue Code, and represent (i) interest or gain on
obligations issued by the Commonwealth of Massachusetts, its political
subdivisions or agencies; or (ii) interest on obligations of the United States,
its territories or possessions to the extent exempt from taxation by the states
pursuant to federal law. Conversely, to the extent that distributions made by
the Fund are derived from other types of obligations, such distributions may be
subject to Massachusetts personal income taxes.
    

Shareholders subject to the Massachusetts corporate excise tax must include all



dividends paid by the Fund in their net income, and the value of their shares of
stock in the Fund in their net worth, when computing the Massachusetts corporate
excise tax.

   
OTHER STATE AND LOCAL TAXES. Income from the Fund is not necessarily free from
taxes in states other than Massachusetts. Shareholders are urged to consult
their own tax advisers regarding the status of their accounts under state and
local tax laws.
    

PERFORMANCE INFORMATION

   
From time to time, in advertisements or in reports to shareholders, the
performance, total return and yield of the Fund may be quoted and compared to
those of other mutual funds with similar investment objectives and to relevant
money market indices or to rankings prepared by independent services or other
financial or industry publications that monitor the performance of mutual funds.
For example, the performance of the Fund may be compared to data prepared by
Lipper Analytical Services, Inc., a widely recognized independent service which
monitors the performance of mutual funds.
    

   
National financial publications in which performance and yield data are reported
may include The Wall Street Journal, The New York Times, Forbes, or Money
magazine. Publications of a local or regional nature, such as The Boston Globe



or The Boston Herald, may also be used in comparing the performance, total
return and yield of the Fund.
    

   
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 the investment shown as a percentage of the investment. The effective yield
is calculated similarly to the yield but, when annualized, the income earned by
an investment 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.
    

   
TAX-EQUIVALENT YIELD. The tax-equivalent yield for the Fund is calculated
similarly to the yield, but is adjusted to reflect the taxable yield that the
Fund would have had to earn to equal its actual yield, assuming a 39.6% federal
tax rate and the 12% regular personal income tax rate imposed by Massachusetts
and assuming that income earned by the Fund is 100% tax-exempt on a regular
federal, state, and local basis.


    
   
For the seven day periods ended October 31, 1995, and November 30, 1995, the
tax-equivalent yields for the Shares were 6.86% and 6.82%, respectively.
    
   
TOTAL RETURN. Total return represents the change, over a specified period of



time, in the value of an investment in the Shares after reinvesting all income
distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.
    

Yield, effective yield, tax-equivalent yield and total return will be calculated
separately for BayFunds Shares and Institutional Service Shares.

   
From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare the
Fund's performance to certain indices.
    

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 is an
attractive choice for investors, particularly in times of narrow spreads between
tax-free and taxable yields.
    
    



<TABLE>
                       TAXABLE YIELD EQUIVALENT FOR 1995
                             STATE OF MASSACHUSETTS
- --------------------------------------------------------------------------------
<S>                       <C>        <C>        <C>         <C>         <C>
TAX BRACKET:
FEDERAL                    15.00%     28.00%      31.00%      36.00%      39.60%

COMBINED FEDERAL
AND STATE                  27.00%     40.00%      43.00%      48.00%      51.60%
- --------------------------------------------------------------------------------
JOINT RETURN:                  $1-   $39,001-    $94,251-   $143,601-       Over
                           39,000     94,250     143,600     256,500  $  256,500

SINGLE RETURN:                 $1-   $23,351-    $56,551-   $117,951-       Over
                           23,350     56,550     117,950     256,500  $  256,500
- --------------------------------------------------------------------------------
TAX-EXEMPT YIELD                        TAXABLE YIELD EQUIVALENT
- --------------------------------------------------------------------------------
        1.50%               2.05%      2.50%       2.63%       2.88%       3.10%
         2.00                2.74       3.33        3.51        3.85        4.13
         2.50                3.42       4.17        4.39        4.81        5.17
         3.00                4.11       5.00        5.26        5.77        6.20
         3.50                4.79       5.83        6.14        6.73        7.23
         4.00                5.48       6.67        7.02        7.69        8.26
         4.50                6.16       7.50        7.89        8.65        9.30
         5.00                6.85       8.33        8.77        9.62       10.33
         5.50                7.53       9.17        9.65       10.58       11.36



         6.00                8.22      10.00       10.53       11.54       12.40
</TABLE>




    
   
Note: The maximum marginal tax rate for each bracket was used in calculating
the taxable yield equivalent. Furthermore, additional state and local taxes paid
on comparable taxable investments were not used to increase federal deductions.
    

   
The chart 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.
    

MANAGEMENT, DISTRIBUTION
AND ADMINISTRATION

   
The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. With respect to this Fund, as of the date of this
prospectus, the Board of Trustees ("Trustees") has established two classes of



shares, BayFunds Shares and Institutional Service Shares. This prospectus
relates only to BayFunds Shares of the Fund.
    

Shares are designed primarily for individuals, partnerships and corporations who
seek a convenient means of accumulating an interest in a professionally managed,
non-diversified portfolio limited to short-term Massachusetts municipal
securities. The Fund is not likely to be a suitable investment for
non-Massachusetts taxpayers or retirement plans since it intends to invest
primarily in Massachusetts municipal securities.

   AS A SHAREHOLDER, YOU ARE ENTITLED TO VOTE ON CERTAIN MATTERS.

   
VOTING RIGHTS. Each Share of the Fund gives the shareholder one vote in Trustee
elections and other matters submitted to shareholders for vote. All shares of
all classes of each portfolio in the Trust have equal voting rights except that
in matters affecting only a particular Fund or class, only shares of that
particular Fund or class are entitled to vote. As of December 4, 1995, John &
Co., Burlington, Massachusetts, acting in various capacities for numerous
accounts, was the owner of record of 48,086,126 shares (100%) of the Fund, and
therefore, may, for certain purposes, be deemed to control the Fund and be able
to affect the outcome of certain matters presented for a vote of shareholders.
    

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 shall
be called by the Trustees upon the written request of shareholders owning at
least 10% of the outstanding shares of all series of the Trust entitled to vote.

   A BOARD OF TRUSTEES SUPERVISES FEDERATED MUNICIPAL TRUST.

The Trust is managed by a Board of Trustees. The Trustees are responsible for
managing the business affairs of the Trust and for exercising all of the powers
of the Trust except those reserved for the shareholders. An Executive Committee
handles the Trustees' responsibilities between meetings of the Trustees.

INVESTMENT ADVISER

   ACTING UNDER THE DIRECTION OF THE TRUSTEES, THE ADVISER MAKES INVESTMENT
   DECISIONS FOR THE FUND.

Pursuant to an investment advisory contract (the "Advisory Contract") with the
Trust, investment decisions for the Fund are made by Federated Management, the
Fund's investment adviser (the "Adviser") subject to direction by the Trustees.
The Adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase or sale of portfolio instruments, for
which it receives an annual fee from the Fund.

ADVISORY FEES. The Adviser receives an annual investment advisory fee equal to
 .50 of 1% of the Fund's average daily net assets. Under the Advisory Contract,
which provides for the voluntary waiver of the advisory fee by the Adviser, the
Adviser may voluntarily waive some or all of the advisory fee. This does not



include reimbursement to the Fund of any expenses incurred by shareholders who
use the transfer agent's sub-accounting facilities. The Adviser can terminate
this voluntary waiver of expenses at any time in its sole discretion. The
Adviser has also undertaken to reimburse the Fund for operating expenses in
excess of limitations established by certain states.

   THE ADVISER HAS EXTENSIVE INVESTMENT EXPERIENCE.

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. With over $72 billion invested across more than 260 funds
under management and/or administration by its subsidiaries, as of December 31,
1994, Federated Investors is one of the largest mutual fund investment managers
in the United States.
    

   
Both the Fund and the Adviser have adopted strict codes of ethics governing the



conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of employees'
own interest. Among other things, the codes: require preclearance and periodic
reporting of personal securities transactions; prohibit personal transactions in
securities being purchased or sold, or being considered for purchase or sales,
by the Fund; prohibit purchasing securities in initial public offerings; and
prohibit taking profits on securities held for less than sixty days. Violations
of the codes are subject to review by the Trustees, and could result in severe
penalties.
    

DISTRIBUTION

   FEDERATED SECURITIES CORP. IS THE PRINCIPAL DISTRIBUTOR FOR SHARES OF THE
   FUND.

Federated Securities Corp. is the principal distributor (the "Distributor") for
the 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 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.

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

   VARIOUS ORGANIZATIONS PROVIDE SERVICES TO 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:
    



<TABLE>
<CAPTION>
        MAXIMUM               AVERAGE AGGREGATE
  ADMINISTRATIVE FEE          DAILY NET ASSETS
<C>                      <S>
      0.15 of 1%         on the first $250 million
      0.125 of 1%        on the next $250 million
      0.10 of 1%         on the next $250 million
      0.075 of 1%        on assets in excess of
                                 $750 million
</TABLE>





The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Administrative Services may choose voluntarily to waive a portion of
its fee.

   
    

SHAREHOLDER SERVICING AGENT. BayBank Systems, Inc., Waltham, Massachusetts, is
the Fund's shareholder servicing agent. The Fund may pay the Shareholder
Servicing Agent a fee based on the average daily net asset value of Shares for
which it provides shareholder services. These shareholder services include, but
are not limited to, distributing prospectuses and other information, providing
shareholder assistance and communicating or facilitating purchases and
redemptions of Shares. This fee will be equal to .25 of 1% of the Fund's average
daily net assets for which the Shareholder Servicing Agent provides services;
however, the Shareholder Servicing Agent may choose voluntarily to waive all or
a portion of its fee at any time.

   
    

OTHER CLASSES OF SHARES

   
The Fund also offers another class of shares called Institutional Service



Shares. Institutional Service Shares are sold to accounts for which financial
institutions act in an agency capacity. Investments in Institutional Service
Shares are subject to a minimum initial investment of $25,000. Institutional
Service Shares are sold at net asset value.
    

   
Institutional Service Shares and BayFund Shares are subject to certain of the
same expenses. Institutional Service Shares are distributed with no 12b-1 fees
but are subject to shareholder services fees. Expense differences, however,
between Institutional Service Shares and BayFund Shares may affect the
performance of each class.
    

   
To obtain more information and a prospectus for Institutional Service Shares,
investors may call 1-800-235-4669.
    

- --------------------------------------------------------------------------------
   
                       MASSACHUSETTS MUNICIPAL CASH TRUST
               FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES

                (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

REFERENCE IS MADE TO THE REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON PAGE 34.
    




<TABLE>
<CAPTION>
                                                                              YEAR ENDED OCTOBER 31,
                                                           1995       1994       1993       1992       1991      1990(a)
<S>                                                      <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                     $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00
- -------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------
     Net investment income                                    0.03       0.02       0.02       0.03       0.05       0.03
- -------------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
LESS DISTRIBUTIONS
- -------------------------------------------------------
     Dividends from net investment income                    (0.03)     (0.02)     (0.02)     (0.03)     (0.05)     (0.03)
- -------------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                           $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00
- -------------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN (b)                                              3.34%      2.14%      1.99%      2.87%      4.63%      2.59%
- -------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------
     Expenses                                                 0.55%      0.55%      0.53%      0.34%      0.30%      0.17%*
- -------------------------------------------------------
     Net investment income                                    3.30%      2.12%      1.97%      2.82%      4.48%      5.66%*
- -------------------------------------------------------
     Expense waiver/reimbursement (c)                         0.45%      0.35%      0.43%      0.55%      0.69%      0.57%*
- -------------------------------------------------------
SUPPLEMENTAL DATA



- -------------------------------------------------------
     Net assets, end of period (000 omitted)               $99,628    $90,013    $84,524    $85,570    $81,681    $63,483
- -------------------------------------------------------
</TABLE>





   
  * Computed on an annualized basis.

 (a) Reflects operations for the period from May 18, 1990 (date of initial
     public investment) to October 31, 1990.

 (b) Based on net asset value, which does not reflect the sales charge or
     contingent deferred sales charge, if applicable.

 (c) This voluntary expense decrease is reflected in both the expense and net
     investment income ratios shown above.
    

(See Notes which are an integral part of the Financial Statements)

   
MASSACHUSETTS MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS

OCTOBER 31, 1995
- --------------------------------------------------------------------------------
    
   



<TABLE>
<CAPTION>
 PRINCIPAL                                                                                  CREDIT
   AMOUNT                                                                                   RATING*        VALUE
<C>           <S>                                                                         <C>          <C>
- ------------  --------------------------------------------------------------------------  -----------  --------------
SHORT-TERM MUNICIPAL SECURITIES--99.3%
- ----------------------------------------------------------------------------------------
              MASSACHUSETTS--99.3%
              --------------------------------------------------------------------------
$  3,535,000  Attleboro, MA, (Lot A), 4.10% BANs, 12/14/1995                                   NR(3)   $    3,535,408
              --------------------------------------------------------------------------
   2,000,000  Attleboro, MA, (Lot B), 5.25% BANs, 2/14/1996                                    NR(3)        2,000,817
              --------------------------------------------------------------------------
   1,250,000  Attleboro, MA, (Lot B), 5.50% BANs, 2/14/1996                                    NR(3)        1,251,366
              --------------------------------------------------------------------------
   1,500,000  Attleboro, MA, 4.10% BANs, 12/14/1995                                            NR(3)        1,500,347
              --------------------------------------------------------------------------
     620,000  Billerica, MA, LT GO Bonds, 7.25% (MBIA Insurance Corporation INS),
              10/15/1996                                                                       NR(1)          638,493
              --------------------------------------------------------------------------
   2,000,000  Boston, MA Water & Sewer Commission, General Revenue Bonds (1994 Series A)
              Weekly VRDNs (State Street Bank and Trust Co. LOC)                               VMIG1        2,000,000
              --------------------------------------------------------------------------
   5,000,000 (a) Clipper, MA Tax Exempt Trust Weekly VRDNs (State Street Bank and Trust Co.
              LIQ)                                                                             VMIG1        5,000,000
              --------------------------------------------------------------------------
   3,465,000 (a) Clipper, MA Tax Exempt Trust, (Series 1993-1) Weekly VRDNs (State Street



              Bank and Trust Co. LIQ)                                                          VMIG1        3,465,000
              --------------------------------------------------------------------------
   3,000,000  Commonwealth of Massachusetts Weekly VRDNs (AMBAC INS)/(Citibank NA, New
              York LIQ)                                                                        NR(1)        3,000,000
              --------------------------------------------------------------------------
   3,500,000  Commonwealth of Massachusetts, (Series A), 3.75% CP (Union Bank of
              Switzerland, Zurich LIQ), Mandatory Tender 11/8/1995                               P-1        3,500,000
              --------------------------------------------------------------------------
   3,200,000  Framingham, MA IDA Weekly VRDNs (Perini Corp)/(Barclays Bank PLC, London
              LOC)                                                                              A-1+        3,200,000
              --------------------------------------------------------------------------
   3,093,000  Greenfield, MA, 4.25% BANs, 9/13/1996                                            NR(3)        3,099,438
              --------------------------------------------------------------------------
   1,000,000  Haverhill, MA, 8.875% Bonds (United States Treasury PRF), 12/1/1995 (@102)       NR(1)        1,023,454
              --------------------------------------------------------------------------
     300,000  Ludlow, MA Weekly VRDNs (Advanced Drainage System, Inc.)/(First National
              Bank of Chicago LOC)                                                               P-1          300,000
              --------------------------------------------------------------------------
   4,000,000  Mashpee, MA, 4.22% BANs, 7/5/1996                                                NR(3)        4,001,572
              --------------------------------------------------------------------------
   1,500,000  Massachusetts Bay Transit Authority, (Series C), 3.70% CP (Westdeutsche
              Landesbank Girozentrale LOC), Mandatory Tender 1/17/1996                         SP-1+        1,500,000
              --------------------------------------------------------------------------
$  4,000,000  Massachusetts HEFA Weekly VRDNs (Harvard University)                              A-1+   $    4,000,000
              --------------------------------------------------------------------------
</TABLE>




    
   
MASSACHUSETTS MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
    
    



<TABLE>
<CAPTION>
 PRINCIPAL                                                                                CREDIT
   AMOUNT                                                                                 RATING*        VALUE
<C>           <S>                                                                       <C>          <C>
- ------------  ------------------------------------------------------------------------  -----------  --------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ----------------------------------------------------------------------------------------
              MASSACHUSETTS--CONTINUED
              --------------------------------------------------------------------------
   3,460,000  Massachusetts HEFA Weekly VRDNs (Newbury College)/ (Barclays Bank PLC,
              London LOC)                                                                        P-1        3,460,000
              --------------------------------------------------------------------------
     200,000  Massachusetts HEFA, (Series A) Weekly VRDNs (Brigham & Women's
              Hospital)/(Sanwa Bank Ltd, Osaka LOC)                                              P-1          200,000
              --------------------------------------------------------------------------
   3,410,000  Massachusetts HEFA, (Series A) Weekly VRDNs (New England Home For Little
              Wanderers)/(First National Bank of Boston, MA LOC)                                 P-1        3,410,000
              --------------------------------------------------------------------------
   2,900,000  Massachusetts HEFA, (Series B) Weekly VRDNs (Clark University)/(Sanwa Bank
              Ltd, Osaka LOC)                                                                  VMIG1        2,900,000
              --------------------------------------------------------------------------
   1,500,000  Massachusetts HEFA, (Series D) Weekly VRDNs (Capital Asset Program)/(MBIA
              Insurance Corporation INS)/(Sanwa Bank Ltd, Osaka LIQ)                           VMIG1        1,500,000
              --------------------------------------------------------------------------
   2,400,000  Massachusetts HEFA, (Series E) Weekly VRDNs (Williams College, MA)                A-1+        2,400,000
              --------------------------------------------------------------------------
     400,000  Massachusetts HEFA, (Series E) Weekly VRDNs (Capital Asset Program)/(First



              National Bank of Chicago LIQ)/(Sanwa Bank Ltd, Osaka LOC)                        VMIG1          400,000
              --------------------------------------------------------------------------
   6,300,000  Massachusetts HEFA, (Series F) Weekly VRDNs (Children's Hospital of
              Boston)                                                                           A-1+        6,300,000
              --------------------------------------------------------------------------
   2,500,000  Massachusetts HEFA, (Series G) Weekly VRDNs (Massachusetts Institute of
              Technology)                                                                      NR(1)        2,500,000
              --------------------------------------------------------------------------
   4,000,000  Massachusetts HEFA, 3.75% CP (Fallon Heathcare System)/ (Sanwa Bank Ltd,
              Osaka LOC), Mandatory Tender 2/22/1996                                            A-1+        4,000,000
              --------------------------------------------------------------------------
   5,000,000  Massachusetts HEFA, 3.80% CP (Harvard University), Mandatory Tender
              1/26/1996                                                                         A-1+        5,000,000
              --------------------------------------------------------------------------
   3,000,000  Massachusetts HEFA, 3.90% CP (Fallon Heathcare System)/ (Sanwa Bank Ltd,
              Osaka LOC), Mandatory Tender 11/28/1995                                           A-1+        3,000,000
              --------------------------------------------------------------------------
     800,000  Massachusetts Municipal Wholesale Electric Company, Variable Rate Power
              Supply System Revenue Bonds (1994 Series C) Weekly VRDNs (Canadian
              Imperial Bank of Commerce, Toronto LOC)                                           A-1+          800,000
              --------------------------------------------------------------------------
</TABLE>




     
   
MASSACHUSETTS MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
    
    



<TABLE>
<CAPTION>
 PRINCIPAL                                                                                CREDIT
   AMOUNT                                                                                 RATING*        VALUE
<C>           <S>                                                                       <C>          <C>
- ------------  ------------------------------------------------------------------------  -----------  --------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ----------------------------------------------------------------------------------------
              MASSACHUSETTS--CONTINUED
              --------------------------------------------------------------------------
$  2,400,000  Massachusetts Port Authority, (Series 1995A) Daily VRDNs (Landesbank
              Hessen-Thueringen, Frankfurt LOC)                                                 A-1+   $    2,400,000
              --------------------------------------------------------------------------
   3,270,000  Massachusetts State HFA, Multi-Family Housing Refunding Bonds (1995 Series
              A), 5.00% (MBIA Insurance Corporation INS), 7/1/1996                             NR(1)        3,287,798
              --------------------------------------------------------------------------
   4,000,000  Massachusetts Water Resources Authority, (Series 1994), 3.80% CP (Morgan
              Guaranty Trust Co., New York LOC), Mandatory Tender 12/13/1995                    A-1+        4,000,000
              --------------------------------------------------------------------------
   1,000,000  Massachusetts, IFA Weekly VRDNs (Berkshire, MA School)/ (National
              Westminster Bank, PLC, London LOC)                                               VMIG1        1,000,000
              --------------------------------------------------------------------------
   1,300,000  Massachusetts, IFA Weekly VRDNs (Groton School)/(National Westminster
              Bank, PLC, London LOC)                                                           VMIG1        1,300,000
              --------------------------------------------------------------------------
   8,000,000  Massachusetts, IFA Weekly VRDNs (Kendall Square Entity)/ (State Street
              Bank and Trust Co. LOC)                                                            P-1        8,000,000
              --------------------------------------------------------------------------



     500,000  Massachusetts, IFA Weekly VRDNs (New England Deaconess Associates)/(Banque
              Paribas, Paris LOC)                                                                A-1          500,000
              --------------------------------------------------------------------------
   1,100,000  Massachusetts, IFA, (1991 Issue), 5.25% TOBs (St. Mark's School of
              Southborough, Inc.)/(Barclays Bank PLC, London LOC), Mandatory Tender
              1/9/1996                                                                         VMIG1        1,100,000
              --------------------------------------------------------------------------
     300,000  Massachusetts, IFA, (Series 1992) Weekly VRDNs (Holyoke Water Power
              Co.)/(Canadian Imperial Bank of Commerce, Toronto LOC)                           VMIG1          300,000
              --------------------------------------------------------------------------
   2,000,000  Massachusetts, IFA, (Series 1992B), 3.75% CP (New England Power Co.),
              Mandatory Tender 11/27/1995                                                        A-1        2,000,000
              --------------------------------------------------------------------------
   5,000,000  Massachusetts, IFA, (Series 1992B), 3.80% CP (New England Power Co.),
              Mandatory Tender 2/13/1996                                                         A-1        5,000,000
              --------------------------------------------------------------------------
   5,800,000  Massachusetts, IFA, (Series 1995) Weekly VRDNs (Whitehead Institute for
              Biomedical Research)                                                             VMIG1        5,800,000
              --------------------------------------------------------------------------
     925,000  Massachusetts, IFA, (Series A) Weekly VRDNs (Hockomock YMCA)/(Bank of Nova
              Scotia, Toronto LOC)                                                               P-1          925,000
              --------------------------------------------------------------------------
</TABLE>




     
   
MASSACHUSETTS MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
    
    



<TABLE>
<CAPTION>
 PRINCIPAL                                                                                CREDIT
   AMOUNT                                                                                 RATING*        VALUE
<C>           <S>                                                                       <C>          <C>
- ------------  ------------------------------------------------------------------------  -----------  --------------
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- ----------------------------------------------------------------------------------------
              MASSACHUSETTS--CONTINUED
              --------------------------------------------------------------------------
$  4,000,000  Massachusetts, IFA, (Series B) Weekly VRDNs (Williston North Hampton
              School)/(National Westminster Bank, PLC, London LOC)                              A-1+   $    4,000,000
              --------------------------------------------------------------------------
   6,000,000  Massachusetts, IFA, Variable Rate Demand Revenue Bonds (Series 1995)
              Weekly VRDNs (Emerson College Issue)/ (Baybank, Burlington, MA LOC)                P-2        6,000,000
              --------------------------------------------------------------------------
   1,000,000  Massachusetts, IFA, Variable Rate Refunding Revenue Bonds 1994 Project
              Daily VRDNs (Showa Womens Institute Boston, Inc.)/(Fuji Bank, Ltd., Tokyo
              LOC)                                                                             VMIG1        1,000,000
              --------------------------------------------------------------------------
   5,600,000  New Bedford, MA, 4.60% BANs (Fleet National Bank, Providence, R.I. LOC),
              3/15/1996                                                                          P-1        5,614,145
              --------------------------------------------------------------------------
   2,500,000  North Adams, MA, 4.24% BANs, 6/30/1996                                           NR(3)        2,501,422
              --------------------------------------------------------------------------
   2,297,900  North Attleborough, MA, 4.65% BANs, 4/19/1996                                    NR(3)        2,299,886
              --------------------------------------------------------------------------
   5,300,000  Springfield, MA , 4.40% BANs (Fleet National Bank, Providence, R.I. LOC),



              2/9/1996                                                                           P-1        5,308,469
              --------------------------------------------------------------------------
   4,000,000  Springfield, MA , 4.50% BANs (Fleet National Bank, Providence, R.I. LOC),
              2/9/1996                                                                           P-1        4,006,426
              --------------------------------------------------------------------------               --------------
              TOTAL INVESTMENTS (AT AMORTIZED COST)(B)                                                 $  145,229,041
              --------------------------------------------------------------------------               --------------
</TABLE>




     
   
  *  Please refer to the Appendix of the Statement of Additional Information for
     an explanation of the credit ratings. Current credit ratings are unaudited.

 (a) Denotes a restricted security which is subject to restrictions or resale
     under Federal Securities laws. These securities have been determined to be
     liquid under criteria established by the Board of Trustees at the end of
     the period, these securities amounted to $8,465,000 which represents 5.8%
     of net assets.

(b) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($146,207,706) at October 31, 1995.
    
    
The following acronyms are used throughout this portfolio:

AMBAC--American Municipal Bond Assurance Corporation
BANs--Bond Anticipation Notes
CP--Commercial Paper
GO--General Obligation
HEFA--Health and Education Facilities Authority
HFA--Housing Finance Authority
IDA--Industrial Development Authority
IFA--Industrial Finance Authority



INS--Insured
LIQ--Liquidity Agreement
LOC--Letter of Credit
LT--Limited Tax
MBIA--Municipal Bond Investors Assurance
PLC--Public Limited Company
PRF--Prerefunded
TOBs--Tender Option Bonds
VRDNs--Variable Rate Demand Notes

(See Notes which are an integral part of the Financial Statements)
    
   
MASSACHUSETTS MUNICIPAL CASH TRUST
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
    
    



<TABLE>
<S>                                                                                         <C>         <C>
ASSETS:
- ------------------------------------------------------------------------------------------------------
Total investments in securities, at amortized cost and value                                            $  145,229,041
- ------------------------------------------------------------------------------------------------------
Cash                                                                                                           181,475
- ------------------------------------------------------------------------------------------------------
Income receivable                                                                                            1,052,777
- ------------------------------------------------------------------------------------------------------
Receivable for shares sold                                                                                         958
- ------------------------------------------------------------------------------------------------------
Deferred expenses                                                                                                1,248
- ------------------------------------------------------------------------------------------------------  --------------
     Total assets                                                                                          146,465,499
- ------------------------------------------------------------------------------------------------------
LIABILITIES:
- ------------------------------------------------------------------------------------------
Income distribution payable                                                                 $  219,077
- ------------------------------------------------------------------------------------------
Accrued expenses                                                                                38,716
- ------------------------------------------------------------------------------------------  ----------
     Total liabilities                                                                                         257,793
- ------------------------------------------------------------------------------------------------------  --------------
NET ASSETS for 146,207,706 shares outstanding                                                           $  146,207,706
- ------------------------------------------------------------------------------------------------------  --------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- ------------------------------------------------------------------------------------------------------



INSTITUTIONAL SERVICE SHARES:
- ------------------------------------------------------------------------------------------------------
($99,627,788 / 99,627,788 shares outstanding)                                                                    $1.00
- ------------------------------------------------------------------------------------------------------  --------------
BAYFUNDS SHARES:
- ------------------------------------------------------------------------------------------------------
($46,579,918 / 46,579,918 shares outstanding)                                                                    $1.00
- ------------------------------------------------------------------------------------------------------  --------------
</TABLE>





(See Notes which are an integral part of the Financial Statements)

    
   

MASSACHUSETTS MUNICIPAL CASH TRUST
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------



<TABLE>
<S>                                                                              <C>          <C>         <C>
INVESTMENT INCOME:
- --------------------------------------------------------------------------------------------------------
Interest                                                                                                  $  5,286,218
- --------------------------------------------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------------------------------------------
Investment advisory fee                                                                       $  686,918
- --------------------------------------------------------------------------------------------
Administrative personnel and services fee                                                        155,000
- --------------------------------------------------------------------------------------------
Custodian fees                                                                                    36,851
- --------------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                          47,328
- --------------------------------------------------------------------------------------------
Sub-transfer agent fees--BayFunds Shares                                                          20,832
- --------------------------------------------------------------------------------------------
Directors'/Trustees' fees                                                                          1,447
- --------------------------------------------------------------------------------------------
Auditing fees                                                                                     14,671
- --------------------------------------------------------------------------------------------
Legal fees                                                                                         2,692
- --------------------------------------------------------------------------------------------
Portfolio accounting fees                                                                         40,267
- --------------------------------------------------------------------------------------------
Shareholder services fee--Institutional Service Shares                                           232,505
- --------------------------------------------------------------------------------------------



Shareholder services fee--BayFunds Shares                                                        110,936
- --------------------------------------------------------------------------------------------
Share registration costs                                                                          17,284
- --------------------------------------------------------------------------------------------
Printing and postage                                                                              16,615
- --------------------------------------------------------------------------------------------
Insurance premiums                                                                                 5,740
- --------------------------------------------------------------------------------------------
Miscellaneous                                                                                      9,888
- --------------------------------------------------------------------------------------------  ----------
     Total expenses                                                                            1,398,974
- --------------------------------------------------------------------------------------------
Waivers--
- -------------------------------------------------------------------------------
     Waiver of investment advisory fee                                           $  (276,299)
- -------------------------------------------------------------------------------
     Waiver of shareholder services fee--Institutional Service Shares               (232,505)
- -------------------------------------------------------------------------------
     Waiver of shareholder services fee--BayFunds Shares                            (110,936)
- -------------------------------------------------------------------------------  -----------
       Total waivers                                                                            (619,740)
- --------------------------------------------------------------------------------------------  ----------
          Net expenses                                                                                         779,234
- --------------------------------------------------------------------------------------------------------  ------------
               Net investment income                                                                      $  4,506,984
- --------------------------------------------------------------------------------------------------------  ------------
</TABLE>





(See Notes which are an integral part of the Financial Statements)

    
   

MASSACHUSETTS MUNICIPAL CASH TRUST
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                                        YEAR ENDED OCTOBER 31,
<S>                                                                               <C>                 <C>
                                                                                         1995              1994
INCREASE (DECREASE) IN NET ASSETS:
- --------------------------------------------------------------------------------
OPERATIONS--
- --------------------------------------------------------------------------------
Net investment income                                                              $      4,506,984   $     2,717,161
- --------------------------------------------------------------------------------  ------------------  ---------------
DISTRIBUTIONS TO SHAREHOLDERS--
- --------------------------------------------------------------------------------
Distributions from net investment income
- --------------------------------------------------------------------------------
  Institutional Service Shares                                                           (3,066,535)       (2,037,982)
- --------------------------------------------------------------------------------
  BayFunds Shares                                                                        (1,440,449)         (679,179)
- --------------------------------------------------------------------------------  ------------------  ---------------
     Change in net assets resulting from distributions to shareholders                   (4,506,984)       (2,717,161)
- --------------------------------------------------------------------------------  ------------------  ---------------
SHARE TRANSACTIONS--
- --------------------------------------------------------------------------------
Proceeds from sale of shares                                                            371,068,422       349,831,127
- --------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of distributions
declared                                                                                  2,255,146         1,275,493
- --------------------------------------------------------------------------------



Cost of shares redeemed                                                                (359,040,754)     (321,848,920)
- --------------------------------------------------------------------------------  ------------------  ---------------
     Change in net assets resulting from share transactions                              14,282,814        29,257,700
- --------------------------------------------------------------------------------  ------------------  ---------------
          Change in net assets                                                           14,282,814        29,257,700
- --------------------------------------------------------------------------------
NET ASSETS:
- --------------------------------------------------------------------------------
Beginning of period                                                                     131,924,892       102,667,192
- --------------------------------------------------------------------------------  ------------------  ---------------
End of period                                                                      $    146,207,706   $   131,924,892
- --------------------------------------------------------------------------------  ------------------  ---------------
</TABLE>





(See Notes which are an integral part of the Financial Statements)

    
   

MASSACHUSETTS MUNICIPAL CASH TRUST
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------

 (1) ORGANIZATION

Federated Municipal Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act") as an open-end, management
investment company. The Trust consists of fifteen non-diversified portfolios.
The financial statements included herein are only those of Massachusetts
Municipal Cash Trust (the "Fund"). The financial statements of the other
portfolios are presented separately. The assets of each portfolio are segregated
and a shareholder's interest is limited to the portfolio in which shares are
held. The Fund offers two classes of shares: Institutional Service Shares and
BayFund Shares.

(2) SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These



policies are in conformity with generally accepted accounting principles.

     INVESTMENT VALUATIONS--The Fund's use of the amortized cost method to value
     its portfolio securities is in accordance with Rule 2a-7 under the Act.

     INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
     are accrued daily. Bond premium and discount, if applicable, are amortized
     as required by the Internal Revenue Code, as amended (the "Code").
     Distributions to shareholders are recorded on the ex-dividend date.

     FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the
     Code applicable to regulated investment companies and to distribute to
     shareholders each year substantially all of its income. Accordingly, no
     provisions for federal tax are necessary.

     WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Fund may engage in
     when-issued or delayed delivery transactions. The Fund records when-issued
     securities on the trade date and maintains security positions such that
     sufficient liquid assets will be available to make payment for the
     securities purchased. Securities purchased on a when-issued or delayed
     delivery basis are marked to market daily and begin earning interest on the
     settlement date.

     CONCENTRATION OF CREDIT RISK--Since the Fund invests a substantial portion
     of its assets in issuers located in one state, it will be more susceptible
     to factors adversely affecting issuers of that state than would be a
     comparable tax-exempt mutual fund that invests nationally. In order to
     reduce the credit risk associated with such factors, at October 31, 1995,



     55.1% of the securities in the portfolio of investments are backed by
     letters of credit or bond insurance of various financial institutions and
     financial guaranty assurance agencies. The value of investments
     insured by or supported (backed) by a letter of credit for any one
     institution or agency does not exceed 10.3% of total investments.

     DEFERRED EXPENSES--The costs incurred by the Fund with respect to
     registration of its shares in its first fiscal year, excluding the initial
     expense of registering its shares, have been deferred and are being
     amortized using the straight-line method over a period of five years from
     the Fund's commencement date.

     RESTRICTED SECURITIES--Restricted securities are securities that may only
     be resold upon registration under federal securities laws or in
     transactions exempt from such registration. Many restricted securities may
     be resold in the secondary market in transactions exempt from registration.
     In some cases, the restricted securities may be resold without registration
     upon exercise of a demand feature. Such restricted securities may be
     determined to be liquid under criteria established by the Board of
     Trustees. The Fund will not incur any registration costs upon such resales.
     Restricted securities are valued at amortized cost in accordance with Rule
     2a-7 under the Investment Company Act of 1940.

    Additional information on each restricted security held at October 31, 1995
is as follows:



<TABLE>
<CAPTION>
                       SECURITY                            ACQUISITION DATE      ACQUISITION COST

<S>                                                      <C>                   <C>
Clipper, MA, Tax Exempt Trust, Weekly
VRDNs (State Street Bank and Trust Co. LIQ)                      5/15/95           $  5,000,000

Clipper, MA, Tax Exempt Trust, (Series
1993-1) Weekly VRDNs (State Street Bank
and Trust Co. LIQ)                                               6/30/95           $  3,465,000
</TABLE>





     OTHER--Investment transactions are accounted for on the trade date.

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At October 31, 1995, capital paid-in aggregated $146,207,706.

MASSACHUSETTS MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

Transactions in shares were as follows:



<TABLE>
<CAPTION>
                                                                                        YEAR ENDED OCTOBER 31,
<S>                                                                                 <C>             <C>
                                                                                         1995            1994
INSTITUTIONAL SERVICE SHARES
- ----------------------------------------------------------------------------------
Shares sold                                                                            337,436,671     298,784,520
- ----------------------------------------------------------------------------------
Shares issued to shareholders in
payment of distributions declared                                                          814,368         594,441
- ----------------------------------------------------------------------------------
Shares redeemed                                                                       (328,636,637)   (293,889,923)
- ----------------------------------------------------------------------------------  --------------  --------------
     Net change resulting from
     Institutional Service share transactions                                            9,614,402       5,489,038
- ----------------------------------------------------------------------------------  --------------  --------------
</TABLE>




<TABLE>
<CAPTION>
                                                                                        YEAR ENDED OCTOBER 31,
<S>                                                                                   <C>             <C>
                                                                                         1995            1994
BAYFUNDS SHARES
- ----------------------------------------------------------------------------------
Shares sold                                                                             33,631,751      51,046,608
- ----------------------------------------------------------------------------------
Shares issued to shareholders in
payment of distributions declared                                                        1,440,778         681,051
- ----------------------------------------------------------------------------------
Shares redeemed                                                                        (30,404,117)    (27,958,997)
- ----------------------------------------------------------------------------------  --------------  --------------
     Net change resulting from
     BayFunds share transactions                                                         4,668,412      23,768,662
- ----------------------------------------------------------------------------------  --------------  --------------
          Net change resulting from share transactions                                  14,282,814      29,257,700
- ----------------------------------------------------------------------------------  --------------  --------------
</TABLE>





(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     INVESTMENT ADVISORY FEE--Federated Management, the Fund's investment
     adviser, (the "Adviser"), receives for its services an annual investment
     advisory fee equal to .50 of 1% of the Fund's average daily net assets. The
     Adviser may voluntarily choose to waive any portion of its fee and/or
     reimburse certain operating expenses of the Fund. The Adviser can modify or
     terminate this voluntary waiver and/or reimbursement at any time at its
     sole discretion.

     ADMINISTRATIVE FEE--Federated Administrative Services under the
     Administrative Services Agreement, provides the Fund with administrative
     personnel and services. This fee is based on the level of average aggregate
     daily net assets of all funds advised by subsidiaries of Federated
     Investors for the period. The administrative fee received during the period
     of the Administrative Services Agreement shall be at least $125,000 per
     portfolio and $30,000 per each additional class of shares.

     SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services
     Agreement with Federated Shareholder Services ("FSS"), the Fund will pay
     FSS up to .25 of 1% of average daily net assets for Institutional Service
     Shares for the period. Under the terms of a Shareholder Services Agreement
     with BayBank Systems, Inc., the Fund will pay BayBank Systems, Inc. up to
     .25 of 1% of average daily net assets for BayFunds Shares for the period.
     These fees are to obtain certain services for shareholders and to maintain
     shareholder accounts. FSS may voluntarily choose to waive a portion of its



     fee. FSS can modify or terminate this voluntarily waiver at any time at its
     sole discretion.

     TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES--Federated
     Services Company ("FServ") serves as transfer and dividend disbursing agent
     for the Fund. This fee is based on the size, type, and number of accounts
     and transactions made by shareholders.

     PORTFOLIO ACCOUNTING FEES--FServ maintains the Fund's accounting records
     for which it receives a fee. The fee is based on the level of the Fund's
     average daily net assets for the period, plus out-of-pocket expenses.

     ORGANIZATIONAL EXPENSES--Organizational expenses of $44,840 and start-up
     administrative service expenses of $43,014 were borne initially by the
     Adviser. The Fund has agreed to reimburse the Adviser for the
     organizational and start-up administrative expenses during the five year
     period following May 18, 1990 (the date the Fund became effective). For the
     period ended October 31, 1995, the Fund paid $3,869 and $4,291,
     respectively, pursuant to this agreement. During the period, the Fund
     completed its obligation for organizational and start-up administrative
     expenses pursuant to this agreement.

     INTERFUND TRANSACTIONS--During the period ended October 31, 1995, the Fund
     engaged in purchase and sale transactions with funds that have a common
     investment adviser, common Directors/Trustees, and/or common officers.
     These transactions were made at current market value pursuant to rule 17a-7
     under the Act amounting to $189,150,000 and $215,560,000, respectively.



     GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
     Directors or Trustees of the above companies.

    
   

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholders and Board of Trustees of
FEDERATED MUNICIPAL TRUST
(Massachusetts Municipal Cash Trust):

We have audited the accompanying statement of assets and liabilities of
Massachusetts Municipal Cash Trust (an investment portfolio of Federated
Municipal Trust, a Massachusetts business trust), including the schedule of
portfolio investments, as of October 31, 1995, the related statement of
operations for the year then ended, and the statement of changes in net assets
for each of the two years in the period then ended, and the financial highlights
(see pages 3 and 21 of the prospectus) for the periods presented. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a



test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Massachusetts Municipal Cash Trust (an investment portfolio of Federated
Municipal Trust) as of October 31, 1995, the results of its operations for the
year then ended, and the changes in its net assets for each of the two years in
the period then ended and the financial highlights for the periods presented, in
conformity with generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
December 15, 1995
    


                       THIS PAGE INTENTIONALLY LEFT BLANK


                       THIS PAGE INTENTIONALLY LEFT BLANK

- -------------------------------------------------------------------------------



                                   ADDRESSES

                       Massachusetts Municipal Cash Trust
                                BayFunds Shares
                           Federated Investors Tower
                      Pittsburgh, Pennsylvania 15222-3779

                                  DISTRIBUTOR
                           Federated Securities Corp.
                           Federated Investors Tower
                      Pittsburgh, Pennsylvania 15222-3779

                               INVESTMENT ADVISER
                              Federated Management
                           Federated Investors Tower
                      Pittsburgh, Pennsylvania 15222-3779

   
                               TRANSFER AGENT AND
                           DIVIDEND DISBURSING AGENT
                           Federated Services Company
                                 P.O. Box 8600
                        Boston, Massachusetts 02266-8600
    

   
                               SUB-TRANSFER AGENT
                               DST Systems, Inc.



                              210 West 10th Street
                          Kansas City, Missouri 64105
    

                          SHAREHOLDER SERVICING AGENT
                             BayBank Systems, Inc.
                          One BayBank Technology Place
                          Waltham, Massachusetts 02154

                                   CUSTODIAN
                      State Street Bank and Trust Company
                                 P.O. Box 1119
                          Boston, Massachusetts 02266

                         INDEPENDENT PUBLIC ACCOUNTANTS
                              Arthur Andersen LLP
                               2100 One PPG Place
                         Pittsburgh, Pennsylvania 15222



                     MASSACHUSETTS MUNICIPAL CASH TRUST
                 (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
                             BAYFUNDS(R) SHARES
                     STATEMENT OF ADDITIONAL INFORMATION
   This Statement of Additional Information should be read with the
   prospectus for BayFunds Shares of Massachusetts Municipal Cash Trust (the
   "Fund") dated December 31, 1995. This Statement is not a prospectus. You



   may request a copy of a prospectus or a paper copy of this Statement, if
   you have received it electronically, free of charge by calling 1-800-
   BAYFUND (1-800-229-3863).
   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779
   Statement dated December 31, 1995
FEDERATED SECURITIES CORP.
Distributor
A subsidiary of FEDERATED INVESTORS



INVESTMENT POLICIES              3

 ACCEPTABLE INVESTMENTS          3
 PARTICIPATION INTERESTS         3
 MUNICIPAL LEASES                3
 RATINGS                         4
 WHEN-ISSUED AND DELAYED DELIVERY
  TRANSACTIONS                   5
 REPURCHASE AGREEMENTS           5
 CREDIT ENHANCEMENT              6
 INVESTMENT LIMITATIONS          6
 REGULATORY COMPLIANCE          10
 MASSACHUSETTS INVESTMENT RISKS 11
FEDERATED MUNICIPAL TRUST
MANAGEMENT                      13

 FUND OWNERSHIP                 22
 TRUSTEES' COMPENSATION         22
 TRUSTEE LIABILITY              24
INVESTMENT ADVISORY SERVICES    24

 ADVISER TO THE FUND            24
 ADVISORY FEES                  25
BROKERAGE TRANSACTIONS          26

OTHER SERVICES                  27

 FUND ADMINISTRATION            27
 CUSTODIAN                      27



 TRANSFER AGENT AND DIVIDEND
  DISBURSING AGENT              28
 SUB-TRANSFER AGENT             28
 INDEPENDENT PUBLIC ACCOUNTANTS 28
SHAREHOLDER SERVICING AGENT     28

 EXCHANGING SECURITIES FOR SHARES29
DETERMINING NET ASSET VALUE     29

 REDEMPTION IN KIND             30
MASSACHUSETTS PARTNERSHIP LAW   31

 THE FUND'S TAX STATUS          32
 MASSACHUSETTS STATE INCOME TAX 32
PERFORMANCE INFORMATION         33

 YIELD                          33
 EFFECTIVE YIELD                34
 TOTAL RETURN                   34
 PERFORMANCE COMPARISONS        34
ABOUT FEDERATED INVESTORS       35

APPENDIX                        36



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 participation interests having a seven day demand feature, 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 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.
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"), or MIG-1 or MIG-2 by Moody's Investors Service, Inc. ("Moody's"), or
FIN-1+, FIN-1 and FIN-2 by Fitch Investor Services, Inc. are all considered



rated in one of the two highest short-term rating categories. The Fund will
follow applicable regulations in determining whether a security rated by more
than one NRSRO can be treated as being in one of the two highest short-term
rating categories; currently, such securities must be rated by two NRSROs in
one of their two highest categories. See "Regulatory Compliance."


WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an
advantageous price and yield for the Fund. No fees or other expenses, other
than normal transaction costs, are incurred. However, liquid assets of the
Fund sufficient to make payment for the securities to be purchased are
segregated on the Fund's records at the trade date. These securities are
marked to market daily and maintained until the transaction 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. The Fund or its custodian will take possession of
the securities subject to repurchase agreements and these securities will be
marked to market daily. To the extent that the original seller does not
repurchase the securities from the Fund, the Fund could receive less than the
repurchase price on any sale of such securities. In the event that such a
defaulting seller filed for bankruptcy or became insolvent, disposition of



such securities by the Fund might be delayed pending court action. The Fund
believes that under the regular procedures normally in effect for custody of
the Fund's portfolio securities subject to repurchase agreements, a court of
competent jurisdiction would rule in favor of the Fund and allow retention or
disposition of such securities. The Fund will only enter into repurchase
agreements with banks and other recognized financial institutions, such as
broker/dealers, which are deemed by the Fund's adviser to be creditworthy,
pursuant to guidelines established by the Trustees.
CREDIT ENHANCEMENT
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.
INVESTMENT LIMITATIONS
  SELLING SHORT AND BUYING ON MARGIN
     The Fund will not sell any securities short or purchase any securities
     on margin but may obtain such short-term credits as are necessary for
     the clearance of transactions.
  ISSUING SENIOR SECURITIES AND BORROWING MONEY
     The Fund will not issue senior securities except that the Fund may
     borrow money in amounts up to one-third of the value of its total
     assets, including the amounts borrowed.



     The Fund will not borrow money for investment leverage, but rather as a
     temporary, extraordinary, or emergency measure or to facilitate
     management of the portfolio by enabling the Fund to meet redemption
     requests when the liquidation of portfolio securities is deemed to be
     inconvenient or disadvantageous. The Fund will not purchase any
     securities while borrowings in excess of 5% of its total assets are
     outstanding.
  PLEDGING ASSETS
     The Fund will not mortgage, pledge, or hypothecate any assets except to
     secure permitted borrowings. In those cases, it may pledge assets having
     a market value not exceeding the lesser of the dollar amounts borrowed
     or 15% of the value of total assets at the time of the pledge.
  DIVERSIFICATION OF INVESTMENTS
     With regard to at least 50% of its total assets, no more than 5% of its
     total assets are to be invested in the securities of a single issuer,
     and no more than 25% of its total assets are to be invested in the
     securities of a single issuer at the close of each quarter of each
     fiscal year. Under this limitation, each governmental subdivision,
     including states, territories, possessions of the United States or their
     political subdivisions, agencies, authorities, instrumentalities, or
     similar entities will be considered a separate issuer if its assets and
     revenues are separate from those of the governmental body creating it
     and the security is backed only by its own assets and revenues.
     Industrial development bonds backed only by the assets and revenues of a
     nongovernmental issuer are considered to be issued solely by that
     issuer. If, in the case of an industrial development bond or government-
     issued security, a governmental or other entity guarantees the security,
     such guarantee would be considered a separate security issued by the



     guarantor, as well as the other issuer, subject to limited exclusions
     allowed by the Investment Company Act of 1940.
  INVESTING IN REAL ESTATE
     The Fund will not purchase or sell real estate or real estate limited
     partnerships, although it may invest in securities of issuers whose
     business involves the purchase or sale of real estate or in securities
     which are secured by real estate or interests in real estate.
  INVESTING IN COMMODITIES
     The Fund will not purchase or sell commodities, commodity contracts, or
     commodity futures contracts.
  INVESTING IN RESTRICTED SECURITIES
     The Fund will not invest more than 10% of its net assets in securities
     subject to restrictions on resale under the Securities Act of 1933.
  UNDERWRITING
     The Fund will not underwrite any issue of securities, except as it may
     be deemed to be an underwriter under the Securities Act of 1933 in
     connection with the sale of securities in accordance with its investment
     objective, policies, and limitations.
  LENDING CASH OR SECURITIES
     The Fund will not lend any of its assets except that it may acquire
     publicly or nonpublicly issued Massachusetts municipal securities or
     temporary investments or enter into repurchase agreements in accordance
     with its investment objective, policies, and limitations.
  CONCENTRATION OF INVESTMENTS
     The Fund will not purchase securities if, as a result of such purchase,
     25% or more of the value of its total assets would be invested in any
     one industry or in industrial development bonds or other securities, the
     interest upon which is paid from revenues of similar types of projects.



     However, the Fund may invest as temporary investments more than 25% of
     the value of its total assets in cash or cash items, securities issued
     or guaranteed by the U.S. government, its agencies, or
     instrumentalities, or instruments secured by these money market
     instruments, such as repurchase agreements.
The above investment limitations cannot be changed without shareholder
approval. The following limitations, however, may be changed by the Trustees
without shareholder approval. Shareholders will be notified before any
material change in these limitations becomes effective.
  INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
     The Fund will not purchase securities of other investment companies
     except as part of a merger, consolidation, reorganization, or other
     acquisition.
  INVESTING IN NEW ISSUERS
     The Fund will not invest more than 5% of the value of its total assets
     in industrial development bonds or other municipal securities where the
     principal and interest are the responsibility of companies (or
     guarantors, where applicable) with less than three years of continuous
     operations, including the operation of any predecessor.
  INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF
  THE TRUST
     The Fund will not purchase or retain the securities of any issuer if the
     officers and Trustees of the Trust or the Fund's investment adviser,
     owning individually more than 1/2 of 1% of the issuer's securities,
     together own more than 5% of the issuer's securities.
  DEALING IN PUTS AND CALLS
     The Fund will not purchase or sell puts, calls, straddles, spreads, or
     any combination of them, except that the Fund may purchase municipal



     securities accompanied by agreements of sellers to repurchase them at
     the Fund's option.
  INVESTING IN MINERALS
     The Fund will not purchase or sell oil, gas, or other mineral
     exploration or development programs or leases.
  INVESTING IN ILLIQUID SECURITIES
     The Fund will not invest more than 10% of the value of its net assets in
     securities which are illiquid, including repurchase agreements providing
     for settlement in more than seven days after notice, certain restricted
     securities not determined by the Trustees to be liquid, and non-
     negotiable fixed time deposits with maturities over seven days.
Except with respect to borrowing money, if a percentage limitation is adhered
to at the time of investment, a later increase or decrease in percentage
resulting from any change in value or net assets will not result in a
violation of such restriction.
The Fund did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present intent
to do so during the coming fiscal year.
For purposes of its policies and limitations, the Fund considers certificates
of deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings association having capital, surplus, and undivided profits in
excess of $100,000,000 at the time of investment to be "cash items."
REGULATORY COMPLIANCE
The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in the
prospectus and this 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. 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.
MASSACHUSETTS INVESTMENT RISKS
The Fund invests in obligations of Massachusetts issuers which results in the
Fund's performance being subject to risks associated with the overall
economic conditions present within Massachusetts (the "Commonwealth"). The
following information is a brief summary of the recent prevailing economic
conditions and a general summary of the Commonwealth's financial status. This
information is based on official statements relating to securities that have
been offered by Massachusetts issuers and from other sources believed to be
reliable but should not be relied upon as a complete description of all
relevant information.
The Commonwealth has a diverse economy with manufacturing, education, health
care, computers and financial services all being significant contributors.
Massachusetts is generally considered the leader in research and development
within the biotechnology, software and robotics industries as well as having
many highly prestigious universities. In addition to a highly skilled and
educated workforce, the Commonwealth has one of the higher average per capita
incomes in this country.
Beginning in the late 1980's, economic growth in the New England region and
Massachusetts, in particular, slowed and showed pronounced deterioration in
the construction, real estate, financial and manufacturing sectors.  Between
1988 and 1992 there were massive job losses that resulted in a 10% reduction
in the work force.  Also, over the same period, property values in the region



experienced a similar decline.  More recently the Massachusetts economy has
experienced a slight recovery, however at a slower pace than the nation and
there are signs that this recovery may be slowing.
The two major revenue sources available to cities and towns in Massachusetts
are local property taxes and local aid from the Commonwealth. Property taxes
are subject to limitations imposed by a state-wide initiative approved by the
voters in November, 1980 (commonly known as Proposition 2-1/2), which limits
the property taxes that may be levied by any city or town in any fiscal year
to the lesser of (i) 2.5% of the full valuation of the real estate and
personal property therein or (ii) 2.5% over the previous year's levy limit
plus any growth in the tax base from new construction. In recent years the
decrease in property values due to the recession and the limitations of tax
levy growth imposed by Prop 2-1/2 have resulted in budget constraints for
many cities and towns.
The overall financial condition of the Commonwealth can also be illustrated
by the changes of its debt ratings. During the period in which the
Commonwealth has experienced its financial difficulties beginning in 1988,
its general obligation long-term debt ratings as determined by Moody's and
S&P decreased from Aa and AA+, respectively, to a low of Baa and BBB. Since
then the Commonwealth has had its debt ratings raised by the two rating
agencies to A1 and A+ (Moody's and S&P) reflecting its improved fiscal
performance.
The Fund's concentration in securities issued by the Commonwealth and its
political subdivisions provides a greater level of risk than a fund which is
diversified across numerous states and municipal entities. The ability of the
Commonwealth or its municipalities to meet their obligations will depend on
the availability of tax and other revenues; economic, political, and



demographic conditions within the Commonwealth; and the underlying fiscal
condition of the Commonwealth and its municipalities.
FEDERATED MUNICIPAL TRUST MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates, 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. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of
the Funds. Mr. Donahue is the father of J. Christopher Donahue, Executive
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.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center -
Downtown; Member, 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; Shareholder, Henny, Kochuba, 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.


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.




Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 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.



Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  October 6, 1926
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee,
or Managing General Partner of the Funds.


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, International Politics and Management Consultant; Trustee,
Carnegie Endowment for International Peace, RAND Corporation, Online Computer
Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management



Center; Director, Trustee, or Managing General Partner of the Funds;
President Emeritus, University of Pittsburgh; founding Chairman, National
Advisory Council for Environmental Policy and Technology and Federal
Emergency Management Advisory Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.




J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global 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.


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated
Research Corp., Federated Global Research Corp. and Passport Research, Ltd.;
Executive Vice President and Director, Federated Securities Corp.; Trustee,
Federated Services Company; Chairman, Treasurer, and Trustee, Federated
Administrative Services; Trustee or Director of some of the Funds; President,
Executive Vice President and Treasurer of some of the Funds.


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global Research
Corp.; Trustee, Federated Services Company; Executive Vice President,
Secretary, and Trustee, Federated Administrative Services; President and



Trustee, Federated Shareholder Services; Director, Federated Securities
Corp.; Executive Vice President and Secretary of the Funds.


Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.




David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors;
Controller, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.;  Senior Vice
President, Federated Shareholder Services; Vice President, Federated
Administrative Services; Treasurer of some of the Funds.



* This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940.
@ 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 Government Money Trust; Blanchard Funds; Blanchard
Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated
ARMs Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated
GNMA Trust; Federated Government Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Term Municipal Trust;  Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated
Total Return Series, Inc.; Federated U.S. Government Bond Fund; Federated
U.S. Government Securities Fund: 1-3 Years; Federated U.S. Government
Securities Fund: 3-5 Years; 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;
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; 111 Corcoran Funds; Peachtree Funds; The Planters Funds;
RIMCO Monument Funds; The Shawmut Funds; Star Funds; The Starburst Funds; The
Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark Funds; Trust for
Financial Institutions; Trust For Government Cash Reserves; Trust for Short-
Term U.S. Government Securities; Trust for U.S. Treasury Obligations; The
Virtus Funds; World Investment Series, Inc.
FUND OWNERSHIP
The Officers and Trustees, as a group, do not own more than 1% of the
outstanding shares of the Fund.
As of December 4, 1995, the following shareholders of record owned 5% or more
of the outstanding BayFunds Shares of the Fund: John & Co., Burlington,
Massachusetts owned approximately 48,086,126 shares (100%).
As of December 4, 1995, the following shareholders of record owned 5% or more
of the outstanding Institutional Service Shares of the Fund: State Street
Bank, North Qunicy, Massachusetts (as record owner holding Institutional
Services Shares for its clients) owned approximately 16,017,267 (16.02%)
shares, John & Co., Burlington, Massachusetts owned approximately 19,517,013
(19.52%) shares, and State Street Bank, North Qunicy, Massachusetts (as
record owner holding Institutional Services Shares for its clients) owned
approximately 17,899,340 (17.90%) shares.


TRUSTEES' COMPENSATION


                  AGGREGATE



NAME ,          COMPENSATION
POSITION WITH       FROM          TOTAL COMPENSATION PAID
TRUST              TRUST*#          FROM FUND COMPLEX +


John F. Donahue, $ -0-     $ -0- for the Trust and
Chairman and Trustee          68 other investment companies in the Fund
Complex
Thomas G. Bigley,$2,458    $20,688 for the Trust and
Trustee                    49 other investment companies in the Fund Complex
John T. Conroy, Jr.,       $3,520  $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
William J. Copeland,       $3,520  $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
James E. Dowd,   $3,520    $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.,   $3,166  $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.,   $3,520  $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Glen R. Johnson, $ -0-     $0 for the Trust and
President and Trustee         8 other investment companies in the Fund
Complex
Peter E. Madden, $2,757    $90,563 for Trust and
Trustee                    64 other investment companies in the Fund Complex
Gregor F. Meyer, $3,166    $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
John E. Murray, Jr.,       $1,762  $0 for the Trust and



Trustee                    68 other investment companies in the Fund Complex

Wesley W. Posvar,$3,166    $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex

Marjorie P. Smuts,         $3,166  $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex


*Information is furnished for the fiscal year ended October 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of
15 portfolios.
+The information is provided for the last calendar year.
TRUSTEE LIABILITY
The Trust's Declaration of Trust provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law. However, they are
not protected against any liability to which they would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.
INVESTMENT ADVISORY SERVICES

ADVISER TO THE FUND
The Fund's investment adviser is Federated Management (the "Adviser").  It is
a subsidiary of Federated Investors. All of the voting securities of
Federated Investors are owned by a trust, the trustees of which are John F.
Donahue, 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, the Adviser receives an annual investment advisory
fee as described in the prospectus. During the fiscal years ended October 31,
1995, 1994, and 1993, the Adviser earned $686,918, $643,293, and $498,975,
respectively, of which $276,299, $445,711, and $427,232, respectively, were
voluntarily waived because of undertakings to limit the Fund's expenses.
  STATE EXPENSE LIMITATIONS
     The Adviser has undertaken to comply with the expense limitations
     established by certain states for investment companies whose shares are
     registered for sale in those states. If the Fund's normal operating
     expenses (including the investment advisory fee, but not including
     brokerage commissions, interest, taxes, and extraordinary expenses)
     exceed 2-1/2% per year of the first $30 million of average net assets,
     2% per year of the next $70 million of average net assets, and 1-1/2%
     per year of the remaining average net assets, the Adviser will reimburse
     the Fund for its expenses over the limitation.
     If the Fund's monthly projected operating expenses exceed this expense
     limitation, the investment advisory fee paid will be reduced by the
     amount of the excess, subject to an annual adjustment. If the expense
     limitation is exceeded, the amount to be reimbursed by the Adviser will
     be limited by the amount of the investment advisory fee.
     This arrangement is not part of the advisory contract and may be amended
     or rescinded in the future.



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.  During the fiscal
year ended October 31, 1995, the Trust paid no brokerage commissions.
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.
OTHER SERVICES

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.  Prior to March 1, 1994, Federated
Administrative Services, Inc., also a subsidiary of Federated Investors,
served as the Fund's administrator.  For purposes of this Statement of
Additional Information, Federated Administrative Services and Federated
Administrative Services, Inc. may hereinafter collectively be referred to as
the "Administrators."  For the fiscal year ended October 31, 1995, 1994, and
1993, the Administrators earned $155,000, $195,483, and $253,380,
respectively. 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 director of Commercial Data Services, Inc., a company which
provides computer processing services to Federated Administrative Services,
Inc.
CUSTODIAN
State Street Bank and Trust Company, Boston, Massachusetts, is custodian for
the securities and cash of the Fund.



TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Federated Services Company, a subsidiary of Federated Investors, serves as
transfer agent and dividend disbursing agent for the Fund.  The fee paid to
the transfer agent is based upon the size, type and number of accounts and
transactions made by shareholders.
Federated Services Company also maintains the Trust's accounting records.
The fee paid for this service is based upon the level of the Fund's average
net assets for the period plus out-of-pocket expenses.
SUB-TRANSFER AGENT
DST Systems, Inc., Kansas City, Missouri, is the sub-transfer agent for the
Shares of the Fund.  The Institutional Service Shares class has no sub-
transfer agent.
INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for the Fund are Arthur Andersen LLP,
Pittsburgh, Pennsylvania.
SHAREHOLDER SERVICING AGENT

Under a Shareholder Servicing Plan, the Fund may pay a fee to BayBank
Systems, Inc., as shareholder servicing agent, for services provided which
are necessary for the maintenance of shareholder accounts.  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.  For the fiscal years



ended October 31, 1995 and 1994, payments in the amount of $110,936 and
$19,343, respectively, were made to the shareholder servicing agent.
EXCHANGING SECURITIES FOR SHARES
The Fund may accept securities in exchange for Shares.  The Fund will allow
such exchanges only upon the prior approval of the Fund and a determination
by the Fund and the Adviser that the securities to be exchanged are
acceptable.
Any securities exchanged must meet the investment objective and policies of
the Fund, must have a readily ascertainable market value and must be liquid.
The Fund acquires the exchanged securities for investment and not for resale.
The market value of any securities exchanged in an initial investment plus
any cash, must be at least $25,000.
Securities accepted by the Fund will be valued in the same manner as the Fund
values its assets.  The basis of the exchange will depend upon the net asset
value of Shares on the day the securities are valued.  One Share of the Fund
will be issued for each equivalent amount of securities accepted.
Any interest earned on the securities prior to the exchange will be
considered in valuing the securities.  All interest, dividends, subscription
or other rights attached to the securities become the property of the Fund,
along with the securities.
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.
  MONTHLY STATEMENTS
     Shareholders of the Fund who have eligible BayBanks deposit accounts
     will receive combined monthly statements containing all information
     relating to their deposit account(s) and BayFunds transactions.
  COMPANION ACCOUNT AVAILABILITY
     Certain BayBanks deposit account customers may elect to open a companion
     BayFunds account to facilitate BayFunds transactions.
MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable under
Massachusetts law for obligations of the Trust. To protect shareholders, the
Trust has filed legal documents with Massachusetts that expressly disclaim
the liability of shareholders for acts or obligations of the Trust. These
documents require notice of this disclaimer to be given in each agreement,
obligation, or instrument that the Trust or its Trustees enter into or sign.
In the unlikely event a shareholder is held personally liable for the Trust's
obligations, the Trust is required to use its property to protect or
compensate the shareholder. On request, the Trust will defend any claim made
and pay any judgment against a shareholder for any act or obligation of the
Trust. Therefore, financial loss resulting from liability as a shareholder
will occur only if the Trust cannot meet its obligations to indemnify
shareholders and pay judgments against them.



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.
MASSACHUSETTS STATE INCOME TAX
Individual shareholders of the Fund who are subject to Massachusetts income
taxation will not be required to pay Massachusetts income tax on that portion
of their dividends which are attributable to: interest earned on
Massachusetts tax-free municipal obligations; gain from the sale of certain
of such obligations; and interest earned on obligations of United States
territories or possessions, to the extent interest on such obligations is
exempt from taxation by the state pursuant to federal law. All remaining
dividends will be subject to Massachusetts income tax.
If a shareholder of the Fund is a Massachusetts business corporation or any
foreign business corporation which exercises its charter, qualifies to do
business, actually does business or owns or uses any part of its capital,
plant or other property in Massachusetts, then it will be subject to
Massachusetts excise taxation either as a tangible property corporation or as
an intangible property corporation. If the corporate shareholder is a
tangible property corporation, it will be taxed upon its net income allocated
to Massachusetts and the value of certain tangible property. If it is an
intangible property corporation, it will be taxed upon its net income and net
worth allocated to Massachusetts. Net income is gross income less allowable
deductions for federal income tax purposes, subject to specified



modifications. Dividends received from the Fund are includable in gross
income and generally may not be deducted by a corporate shareholder in
computing its net income. The corporation's shares in the Fund are not
includable in the computation of the tangible property base of a tangible
property corporation, but are includable in the computation of the net worth
base of an intangible property corporation.
Shares of Massachusetts Municipal Cash Trust will be exempt from local
property taxes in Massachusetts.
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 Fund calculates its yield based upon the seven days ending on the day of
the calculation, called the "base period." This yield is computed by:
determining the net change in the value of a hypothetical account with a
balance of one share at the beginning of the base period, with the net change
excluding capital changes but including the value of any additional shares
purchased with dividends earned from the original one share and 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.



The yield for the seven-day period ended October 31, 1995 for the BayFunds
Shares of the Fund was 3.32%.
EFFECTIVE YIELD
The Fund calculates its effective yield 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.
The effective yield for the seven-day period ended October 31, 1995 for the
BayFunds Shares of the Fund was 3.37%.
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.
For the one-year period ended October 31, 1995, and for the period from March
8, 1993 (date of initial public investment) to October 31, 1995, the average
annual total returns were 3.30% and 2.46%, respectively, for the BayFunds
Shares of the Fund.


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.
From time to time as it deems appropriate, the Fund may advertise the
performance of its shares using charts, graphs and description, compared to
federally insured bank products, including certificates of deposit and time
deposits, and to money market funds using the Lipper Analytical Services
money market instruments average. Unlike federally insured bank products, the
shares of the Fund are not insured.
ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is reflected
in its investment decision making - structured, straightforward, and
consistent.
The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research.  Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.



In the municipal sector, as of December 31, 1994, Federated Investors managed
18 bond funds with approximately $1.9 billion in assets and 18 money market
funds with approximately $6.6 billion in total assets.  In 1976, Federated
Investors introduces one of the first municipal bond mutual funds in the
industry and is now one of the largest institutional buyers of municipal
securities.
William D. Dawson, Executive Vice President, oversees Federated Investor's
domestic fixed income management.


APPENDIX

STANDARD & POOR'S RATINGS GROUP
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
A  Standard & Poor's Ratings Group  (S&P) note  rating reflects the liquidity
concerns and market access risks unique to notes.
SP-1      Very strong or strong capacity to pay principal and interest.
   Those issues determined to possess overwhelming safety characteristics
   will be given a plus sign (+) designation.
SP-2      Satisfactory capacity to pay principal and interest.
VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
S&P assigns dual ratings to all long-term debt issues that have as part of
their provisions a variable rate demand feature.  The first rating (long-term
rating) addresses the likelihood of repayment of principal and interest when
due, and the second rating (short-term rating) describes the demand
characteristics.  Several examples are AAA/A-1+, AA/A-1+, A/A-1.  (The
definitions for the long-term and the short-term ratings are provided below.)
COMMERCIAL PAPER (CP) RATINGS



An  S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
A-1       This highest category indicates that the degree of safety regarding
   timely payment is strong. Those issues determined to possess extremely
   strong safety characteristics are denoted with a plus sign (+)
   designation.
A-2       Capacity for timely payment on issues with this designation is
   satisfactory.  However, the relative degree of safety is not as high as
   for issues designated A-1.
LONG-TERM DEBT RATINGS
AAA  Debt rated "AAA" has the highest rating assigned by S&P.  Capacity to
pay interest and    repay principal is extremely strong.
AA   Debt rate "AA" has a very strong capacity to pay interest and repay
principal and differs    from the highest    rated issues only in small
degree.
A  Debt rated "A" has a strong capacity to pay interest and repay principal
   although it is somewhat more susceptible to the adverse effects of
   changes in circumstances and economic conditions than debt in higher
   rated categories.
MOODY'S INVESTORS SERVICE, INC.
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
Moody's Investor Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG) (see below). The purpose of the MIG or
VMIG ratings is to provide investors with a simple system by which the
relative investment qualities of short-term obligations may be evaluated.
MIG1      This designation denotes best quality.  There is present strong
     protection by established cash flows, superior liquidity support or
     demonstrated broad based access to the market for refinancing.



MIG2      This designation denotes high quality.  Margins of protection are
     ample although not so large as in the preceding group.


VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
Short-term ratings on issues with demand features are differentiated by the
use of the VMIG symbol to reflect such characteristics as payment upon
periodic demand rather than fixed maturity dates and payment relying on
external liquidity.  In this case, two ratings are usually assigned, (for
example, AAA/VMIG-1); the first representing an evaluation of the degree of
risk associated with scheduled principal and interest payments, and the
second representing an evaluation of the degree of risk associated with the
demand feature.  The VMIG rating can be assigned a 1 or 2 designation using
the same definitions described above for the MIG rating.
COMMERCIAL PAPER (CP) RATINGS
P-1            Issuers rated PRIME-1 (or related supporting institutions)
     have a superior capacity for repayment of short-term promissory
     obligations. PRIME-1 repayment capacity will normally be evidenced by
     the following characteristics: leading market positions in well
     established industries, high rates of return on funds  employed,
     conservative capitalization structure with moderate reliance on debt and
     ample asset protection, broad margins in earning coverage of fixed
     financial charges and high internal cash generation, well-established
     access to a range of financial markets and assured sources of alternate
     liquidity
P-2            Issuers rated PRIME-2 (or related supporting institutions)
     have a strong capacity for repayment of short-term promissory
     obligations.  This will normally be evidenced by many of the



     characteristics cited above, but to a lesser degree. Earnings trends and
     coverage ratios, while sound, will be more subject to variation.
     Capitalization characteristics, while still appropriate, may be more
     affected by external conditions.  Ample alternate liquidity is
     maintained.
LONG-TERM DEBT RATINGS
AAA            Bonds which are rated AAA are judged to be of the best
     quality. They carry the smallest degree of investment  risk and are
     generally referred to as "gilt edged." Interest payments are protected
     by a large or by an exceptionally stable margin and principal is secure.
     While the various protective elements are likely to change, such changes
     is can be visualized are most unlikely to impair the fundamentally
     strong position of  such issues.
AA   Bonds which are rated AA are judged to be of high quality by all
     standards.  Together with the AAA group, they comprise what are
     generally known as high grade bonds.  They are rated lower than the best
     bonds because margins of protection may not be as large as in AAA
     securities or fluctuation of protective elements  may be of greater
     amplitude or there may be other elements present which make the long-
     term risks appear   somewhat larger than in AAA securities.
A    Bonds which are rated A possess many favorable investment attributes and
     are to be considered as upper medium grade obligations. Factors giving
     security to principal and interest are considered adequate but elements
     may be present which suggest a susceptibility to impairment sometime in
     the future.
NR   Indicates that both the bonds and the obligor or credit enhancer are not
     currently rated by S&P or Moody's with respect to short-term



     indebtedness.  However, management considers them to be of comparable
     quality to securities rated A-1 or P-1.
NR(1)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AAA" by S&P or "AAA" by Moody's.
NR(2)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "AA" by S&P or "AA" by Moody's.
NR(3)     The underlying issuer/obligor/guarantor has other outstanding debt
     rated "A" by S&P or Moody's.


Cusip 314229832




   
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
GEORGIA MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
PROSPECTUS

The shares of Georgia 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 primarily in short-term Georgia municipal
securities, including securities of states, territories, and possessions of the
United States which are not issued by or on behalf of Georgia, or its political
subdivisions and financing authorities, but which provide income exempt from
federal regular income tax and the income tax imposed by the State of Georgia
consistent with stability of principal and liquidity.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE FUND
ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE
NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

This prospectus contains the information you should read and know before you
invest in the Fund. Keep this prospectus for future reference.

The Fund has also filed a Statement of Additional Information dated December 31,
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,
or a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Prospectus dated December 31, 1995

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS                                                           2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
  Georgia Municipal Securities                                                 5
  Investment Risks                                                             6
  Non-Diversification                                                          6
  Investment Limitations                                                       7

FUND INFORMATION                                                               7
- ------------------------------------------------------

  Management of the Fund                                                       7
  Distribution of Shares                                                       8
  Administration of the Fund                                                   8

NET ASSET VALUE                                                                9
- ------------------------------------------------------

HOW TO PURCHASE SHARES                                                         9
- ------------------------------------------------------
  Special Purchases Shares                                                    10

HOW TO REDEEM SHARES                                                          10
- ------------------------------------------------------
  Special Redemption Features                                                 11

ACCOUNT AND SHARE INFORMATION                                                 12
- ------------------------------------------------------

TAX INFORMATION                                                               13
- ------------------------------------------------------
  Federal Income Tax                                                          13
  State and Local Taxes                                                       13

PERFORMANCE INFORMATION                                                       14
- ------------------------------------------------------

FINANCIAL STATEMENTS                                                          15
- ------------------------------------------------------

REPORT OF INDEPENDENT
  PUBLIC ACCOUNTANTS                                                          27
- ------------------------------------------------------

ADDRESSES                                                                     28
- ------------------------------------------------------

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                             <C>      <C>
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)........................................              None
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price)........................................              None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)......................              None
Redemption Fee (as a percentage of amount redeemed, if applicable)...........              None
Exchange Fee.................................................................              None
                                ANNUAL FUND OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver)(1).............................................             0.09%
12b-1 Fee....................................................................              None
Total Other Expenses.........................................................             0.50%
     Shareholder Services Fee................................................    0.25%
          Total Operating Expenses(2)........................................             0.59%
</TABLE>


(1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.50%.

(2) The total Fund operating expenses in the table above are based on expenses
expected during the fiscal year ending October 31, 1996. The total operating
expenses were 0.25% for the fiscal year ended October 31, 1995 and would have
been 1.00% absent the voluntary waiver of the management fee and the voluntary
reimbursement of certain other operating expenses.

  The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Fund will bear, either
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "Fund Information." Wire-transferred redemptions of less than
$5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
                      EXAMPLE                           1 year     3 years     5 years     10 years
- ----------------------------------------------------    ------     -------     -------     --------
<S>                                                     <C>        <C>         <C>         <C>
You would pay the following expenses on a $1,000
investment assuming (1) 5% annual return and (2)
  redemption at the end of each time period.........      $6         $19         $33         $ 74
</TABLE>


  THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

GEORGIA MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

Reference is made to the Report of Independent Public Accountants on page 27.
<TABLE>
<CAPTION>
                                                                             PERIOD ENDED
                                                                          OCTOBER 31, 1995(A)
                                                                          -------------------
<S>                                                                       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                             $1.00
- ---------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------------------------------------------
  Net investment income                                                           0.01
- ---------------------------------------------------------------------
LESS DISTRIBUTIONS
- ---------------------------------------------------------------------
  Distributions from net investment income                                       (0.01)
- ---------------------------------------------------------------------            -----
NET ASSET VALUE, END OF PERIOD                                                   $1.00
- ---------------------------------------------------------------------            -----
TOTAL RETURN(B)                                                                   0.73%
- ---------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ---------------------------------------------------------------------
  Expenses                                                                        0.25%*
- ---------------------------------------------------------------------
  Net investment income                                                           3.81%*
- ---------------------------------------------------------------------
  Expense waiver/reimbursement (c)                                                0.75%*
- ---------------------------------------------------------------------
SUPPLEMENTAL DATA
- ---------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                     $111,278
- ---------------------------------------------------------------------
</TABLE>


  * Computed on an annualized basis.

(a) Reflects operations for the period from August 22, 1995, (date of initial
    public investment) to October 31, 1995.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

(c) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.

(See Notes which are an integral part of the Financial Statements)

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 Georgia municipal securities. The Fund may not be a suitable
investment for retirement plans or for non-Georgia 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 income tax imposed by the State of Georgia consistent
with stability of principal and liquidity. This investment objective cannot be
changed without shareholder approval. While there is no assurance that the Fund
will achieve its investment objective, it endeavors to do so by complying with
the various requirements of Rule 2a-7 under the Investment Company Act of 1940
which regulates money market mutual funds and by following the investment
policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of Georgia
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 Georgia state income 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 Georgia 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 Georgia state income tax ("Georgia Municipal Securities"). Examples of
Georgia Municipal Securities include, but are not limited to:

     - tax and revenue anticipation notes ("TRANs") issued to finance working
       capital needs in anticipation of receiving taxes or other revenues;

     - bond anticipation notes ("BANs") that are intended to be refinanced
       through a later issuance of longer-term bonds;

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

     - municipal bonds (including bonds having serial maturities and
       pre-refunded bonds) and leases; and

     - participation, trust and partnership interests in any of the foregoing
       obligations.

     VARIABLE RATE DEMAND NOTES. Variable rate demand notes are long-term debt
     instruments that have variable or floating interest rates and provide the
     Fund with the right to tender the security for repurchase at its stated
     principal amount plus accrued interest. Such securities typically bear
     interest at a rate that is intended to cause the securities to trade at
     par. The interest rate may float or be adjusted at regular intervals
     (ranging from daily to annually), and is normally based on a published
     interest rate or interest rate index. Most variable rate demand notes allow
     the Fund to demand the repurchase of the security on not more than seven
     days prior notice. Other notes only permit the Fund to tender the security
     at the time of each interest rate adjustment or at other fixed intervals.
     See "Demand Features." The Fund treats variable rate demand notes as
     maturing on the later of the date of the next interest rate adjustment or
     the date on which the Fund may next tender the security for repurchase.

     PARTICIPATION INTERESTS. The Fund may purchase interests in Georgia
     Municipal Securities from financial institutions such as commercial and
     investment banks, savings 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 Georgia 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. Lease obligations may be subject to periodic appropriation.
     Municipal leases are subject to certain specific risks in the event of
     default or failure of appropriation.

CREDIT ENHANCEMENT. Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.

The Fund may have more than 25% of its total assets invested in securities
credit-enhanced by banks.

DEMAND FEATURES. The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period (usually
seven days) following a demand by the Fund. The demand feature may be issued by
the issuer of the underlying securities, a dealer in the securities, or by
another third party, and may not be transferred separately from the underlying
security. The Fund uses these arrangements to provide the Fund with liquidity
and not to protect against changes in the market value

of the underlying securities. The bankruptcy, receivership, or default by the
issuer of the demand feature, or a default on the underlying security or other
event that terminates the demand feature before its exercise, will adversely
affect the liquidity of the underlying security. Demand features that are
exercisable even after a payment default on the underlying security may be
treated as a form of credit enhancement.

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, all of comparable quality to other
securities in which the Fund invests, such as: obligations issued by or on
behalf of municipal or corporate issuers; 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 Georgia
Municipal Securities is subject to the federal alternative minimum tax.

GEORGIA MUNICIPAL SECURITIES

Georgia 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.

Georgia 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 Georgia 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 Georgia 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 Georgia 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 Georgia
Municipal Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Georgia 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
Georgia 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 Georgia 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. These investment limitations
cannot be changed without shareholder approval.
FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES. The Fund 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 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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.


Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

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.

State securities laws may require certain financial institutions such as
depository institutions to register as dealers.

SHAREHOLDER SERVICES.  The Fund has entered into a Shareholder Services
Agreement with Federated Shareholder Services, a subsidiary of Federated
Investors, under which the Fund may make payments up to .25 of 1% of the average
daily net asset value of Fund shares, computed at an annual rate, to obtain
certain personal services for shareholders and provide maintenance of
shareholder accounts ("shareholder services"). From time to time and for such
periods as deemed appropriate, the amount stated above may be reduced
voluntarily.

Under the Shareholder Services Agreement, Federated Shareholder Services will
either perform shareholder services directly or will select financial
institutions to perform shareholder services. Financial institutions will
receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS. 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.

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 ser-

vices) necessary to operate the Fund. Federated Administrative Services provides
these at an annual rate as specified below:
<TABLE>
<CAPTION>
                                                    AVERAGE AGGREGATE
                    MAXIMUM FEE                      DAILY NET ASSETS
          --------------------------------   -----------------------------------
          <S>                                <C>
                     .15 of 1%                  on the first $250 million
                     .125 of 1%                  on the next $250 million
                     .10 of 1%                   on the next $250 million
                     .075 of 1%              on assets in excess of $750 million

</TABLE>


The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Administrative Services may choose voluntarily to waive a portion of
its fee.

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, Monday through Friday, except on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days which the New York Stock Exchange
is open for business. Shares may be purchased as described below, either 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 or more
within a 90-day period. 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 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 purchase shares
through a financial institution which has a sales agreement with the
distributor. Orders 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. Shares may be purchased by wire by calling the Fund
before 1:00 p.m. (Eastern time). The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) in
order to begin earning dividends 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: Georgia 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. Questions on wire purchases should be directed to your
shareholder services representative at the telephone number listed on your
account statement.

PURCHASING SHARES BY CHECK. Shares may be purchased by sending a check to:
Federated Services Company, P.O. Box 8600, Boston, MA 02266-8600. The check
should be made payable to Georgia Municipal Cash Trust. 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 an Automated Clearing
House ("ACH") member and invested in Fund shares. Shareholders should contact
their financial institution 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 dividend. Proceeds from
redemption requests received after that time include that day's dividend but
will be wired the following business day. Proceeds from redemption requests
received on holidays when wire transfers are restricted will be wired the
following business day. Questions about telephone redemptions on days


when wire transfers are restricted should be directed to your shareholder
services representative at the telephone number listed on your account
statement. Under limited circumstances, arrangements may be made with the
distributor for same-day payment of 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 to: Federated Services Company, P.O. Box 8600, Boston, MA
02266-8600. If share certificates have been issued, they should be sent
unendorsed with the written request by registered or certified mail to the
address noted above.

The written request should state: the Fund name; 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. Normally, a check for the proceeds is
mailed within one business day, but in no event more than seven days, after the
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 association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm 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. Shareholder accounts will continue to
receive the daily dividend declared on the shares to be redeemed until the check
is presented to UMB Bank, N.A., the bank responsible for administering the check
writing program, for payment. However, checks should never be made payable or
sent to UMB Bank, N.A. or the Fund to redeem shares, and a check may not be
written to close an account.

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 institutions or the Fund.

ACCOUNT AND SHARE 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 all
transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES. Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account and pay the proceeds to
the shareholder if the account balance falls below a required minimum value of
$10,000 due to shareholder redemptions. Before shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to purchase
additional shares to meet the minimum requirement.

VOTING RIGHTS. Each shareholder has 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. 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 election of Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

As of December 4, 1995, COBATCO, Columbus, GA owned 26.91% of the voting
securities of the Fund, and, therefore, may, for certain purposes, be deemed to
control the Fund and be able to affect the outcome of certain matters presented
for a vote of shareholders.


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
Georgia. Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.

GEORGIA TAXES. Under existing Georgia law, shareholders of the Fund will not be
subject to individual or corporate Georgia income taxes on distributions from
the Fund to the extent that such distributions represent exempt-interest
dividends for federal income tax purposes that are attributable to (1)
interest-bearing obligations issued by or on behalf of the State of Georgia or
its political subdivisions, or (2) interest on obligations of the United States
or of any other issuer whose obligations are exempt from state income taxes
under federal law. Distributions, if any, derived from capital gains or other
sources generally will be taxable for Georgia income tax purposes to
shareholders of the Fund who are subject to the Georgia income tax. For purposes
of the Georgia intangibles tax, shareholders may exclude from the share value of
the Fund that portion of the total share value which is attributable to the
value of United States obligations held in the Fund. To the extent that the Fund
is comprised of other types of obligations, shares of the Fund will be taxable
at the rate of 10 cents per $1000 in value of the shares held on January 1 of
each year.


PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From time to time, the Fund advertises its total return, 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.

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 the
Fund's performance to certain indices.


GEORGIA MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--107.2%
- -----------------------------------------------------------------------
                GEORGIA--107.2%
                -------------------------------------------------------
$ 1,000,000     Albany-Dougherty County, GA Hospital Authority,           VMIG1      $  1,000,000
                Refunding Revenue Anticipation Certificates
                (Series 1991) Weekly VRDNs (AMBAC INS)/
                (Credit Local de France LIQ)
                -------------------------------------------------------
  4,000,000     Athens-Clarke County, GA, (Series 1988), 3.80% CP         VMIG1         4,000,000
                (Rhone Merieux, Inc. Project)/(Societe Generale, Paris
                LOC), Mandatory Tender 11/7/1995
                -------------------------------------------------------
  1,600,000     Atlanta, GA, Urban Residential Finance Authority,          A-1          1,600,000
                Multifamily Housing Revenue Bonds (Series 1995) Weekly
                VRDNs (West End Housing Development Project)/
                (First Union National Bank, Charlotte, NC LOC)
                -------------------------------------------------------
  2,500,000     Atlanta, GA, Urban Residential Finance Authority,          A-1          2,500,000
                Multifamily Rental Housing Revenue Refunding Bonds
                (Series 1988A), 4.00% TOBs (West Paces Club Towers
                Project)/(Sanwa Bank Ltd, Osaka LOC), Optional
                Tender 2/1/1996
                -------------------------------------------------------
  3,980,000     Brunswick, GA, Housing Authority, (Series S93)             A-1          3,980,000
                Weekly VRDNs (Island Square Apartments)/
                (Columbus Bank and Trust Co., GA LOC)
                -------------------------------------------------------
  2,000,000     Burke County, GA Development Authority, (Series 1992A),    A-1+         2,000,000
                3.70% CP (Oglethorpe Power Corp.)/
                (Credit Suisse, Zurich LOC), Mandatory Tender 1/18/1996
                -------------------------------------------------------
  1,400,000     Burke County, GA Development Authority,                    A-1+         1,400,000
                (Series 1992A), 3.80% CP (Oglethorpe Power Corp.)/
                (Credit Suisse, Zurich LOC), Mandatory Tender 1/18/1996
                -------------------------------------------------------
  2,250,000     Carrolton, GA Payroll Development Authority,               P-1          2,250,000
                (Series 1993) Weekly VRDNs (Sunox, Inc. Project)/
                (First Union National Bank, Charlotte, NC LOC)
                -------------------------------------------------------
</TABLE>




GEORGIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                GEORGIA--CONTINUED
                -------------------------------------------------------
$ 3,000,000     Cherokee County, GA Development Authority Weekly VRDNs     A-1+      $  3,000,000
                (Seaboard Farms of Canton, Inc. Project)/
                (Bank of Nova Scotia, Toronto LOC)
                -------------------------------------------------------
  2,155,000     Cherokee County, GA Development Authority, Variable        P-1          2,155,000
                Rate IDRB Weekly VRDNs (Morrison Products, GA)/
                (Society National Bank, Cleveland, OH LOC)
                -------------------------------------------------------
  3,945,000     Cobb County, GA IDA Weekly VRDNs (Atlanta RDC              P-1          3,945,000
                Co.)/(First Union National Bank, Charlotte, NC LOC)
                -------------------------------------------------------
  1,900,000     Cobb County, GA IDA, IDRB (Series 1995) Weekly VRDNs       A-1          1,900,000
                (Consolidated Engineering Company, Inc. Project)/
                (Nationsbank of Georgia, N.A. LOC)
                -------------------------------------------------------
  1,270,000     Columbia County, GA Development Authority,                 Aa2          1,270,000
                (Series 1991) Weekly VRDNs (Augusta Sportswear, Inc.
                Project)/(Wachovia Bank of Georgia NA, Atlanta LOC)
                -------------------------------------------------------
  6,405,000     Columbus, GA IDA Industrial & Port Development             A-1          6,405,000
                Commission, (Series 1992) Weekly VRDNs
                (Maine Street Village Partnership)/(Columbus Bank and
                Trust Co., GA LOC)
                -------------------------------------------------------
  1,575,000     Columbus, GA IDA, (Series 90B) Weekly VRDNs                A-1          1,575,000
                (R. P. Real Estate, Inc.)/(Columbus Bank and Trust Co.,
                GA LOC)
                -------------------------------------------------------
  6,000,000     Crisp County, GA Development Authority, (Series B),         A-          6,000,000
                4.30% TOBs (Masonite Corporation)/(International Paper
                Co. GTD), Optional Tender 9/1/1996
                -------------------------------------------------------
  1,775,000     De Kalb County, GA Development Authority, (Series 1992)    P-1          1,775,000
                Weekly VRDNs (House of Cheatham, Inc. Project)/
                (Nationsbank of Georgia, N.A. LOC)
                -------------------------------------------------------
    600,000     De Kalb County, GA Development Authority, (Series 1993)     A1            600,000
                Weekly VRDNs (Pet, Inc.)/(PNC Bank, N.A. LOC)
                -------------------------------------------------------
  1,850,000     De Kalb County, GA, 5.00% TANs, 12/29/1995                SP-1+         1,853,514
                -------------------------------------------------------
</TABLE>




GEORGIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                GEORGIA--CONTINUED
                -------------------------------------------------------
$ 2,000,000     Forsythe County, GA Development Authority, IDRB            Aaa       $  2,000,000
                (Series 1995) Weekly VRDNs (American BOA, Inc.
                Project)/(Dresdner Bank Ag, Frankfurt LOC)
                -------------------------------------------------------
  9,240,000     Franklin County, GA Industrial Building Authority,         A-1+         9,240,000
                (Series 1995) Weekly VRDNs (Bosal Industries, Inc.)/
                (ABN AMRO Bank N.V., Amsterdam LOC)
                -------------------------------------------------------
  3,185,000     Fulco, GA Hospital Authority Weekly VRDNs                  A-1+         3,185,000
                (Piedmont Hospital)/(Trust Company Bank, Atlanta LOC)
                -------------------------------------------------------
   2,000,000     Fulco, GA Hospital Authority, (Series 1989), 3.70% CP     VMIG1         2,000,000
                (St. Joseph's Hospital of Atlanta)/(Trust Company Bank,
                Atlanta LOC), Mandatory Tender 1/17/1996
                -------------------------------------------------------
  4,470,000     Fulton County, GA Housing Authority, (Series 1994B)       VMIG1         4,470,000
                Weekly VRDNs (Champions Green Apartments Project)/
                (SouthTrust Bank of Alabama, Birmingham LOC)
                -------------------------------------------------------
  1,000,000     Fulton County, GA Housing Authority, Multifamily           A-1+         1,000,000
                Housing Revenue Refunding Bonds (Series 1994)
                Weekly VRDNs (Spring Creek Crossing Project)/
                (Wachovia Bank of Georgia NA, Atlanta LOC)
                -------------------------------------------------------
  2,200,000     Fulton County, GA IDA Weekly VRDNs                         P-1          2,200,000
                (Automatic Data Processing, Inc.)
                -------------------------------------------------------
  4,000,000     Fulton County, GA IDA Weekly VRDNs (C.K.S. Packaging,      P-1          4,000,000
                Inc.)/(SouthTrust Bank of Alabama, Birmingham LOC)
                -------------------------------------------------------
  2,000,000     Georgia State, 7.25% BONDs, 9/1/1996                       Aaa          2,055,021
                -------------------------------------------------------
  3,800,000     Gwinnett County, GA IDA Daily VRDNs (Volvo)/               P-1          3,800,000
                (Union Bank of Switzerland, Zurich LOC)
                -------------------------------------------------------
  2,000,000     Gwinnett County, GA, Certificates of Participation         AA+          2,056,373
                Water & Sewer, 7.75% BONDs, 8/1/1996
                -------------------------------------------------------
  3,180,000     La Grange, GA, Multi-Family Housing Authority, Revenue     P-1          3,180,000
                Bonds, 4.25% TOBs (Lee's Crossing Project Phase II)/
                (Barnett Bank of Jacksonville LOC), Optional Tender
                5/1/1996
                -------------------------------------------------------
</TABLE>




GEORGIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                GEORGIA--CONTINUED
                -------------------------------------------------------
$ 3,000,000     La Grange, GA, Multi-Family Housing Authority, Revenue     P-1       $  3,000,000
                Bonds, 4.25% TOBs (Lee's Crossing Project Phase I)/
                (Barnett Bank of Jacksonville LOC), Optional Tender
                5/1/1996
                -------------------------------------------------------
  1,000,000     Macon-Bibb County, GA Industrial Authority, IDRB           A-1          1,000,000
                (Series 1990) Weekly VRDNs (Diamond Plastics
                Corporation Project)/(Nationsbank, N.A. (Carolinas)
                LOC)
                -------------------------------------------------------
  1,280,000     Macon-Bibb County, GA Urban Development Authority,         A-1+         1,280,000
                Refunding Revenue Bonds (Series 1995) Weekly VRDNs
                (Macon Hotel Investors Project)/
                (NBD Bank, N.A., Detroit, MI LOC)
                -------------------------------------------------------
  2,800,000     Municipal Electric Authority of Georgia, (Series           A-1          2,800,000
                1994D), 4.00% CP (Credit Suisse, Zurich LIQ), Mandatory
                Tender 12/12/1995
                -------------------------------------------------------
  1,600,000     Municipal Electric Authority of Georgia, 3.85% CP,         A-1          1,600,000
                Mandatory Tender 12/8/1995
                -------------------------------------------------------
  4,500,000     Richmond County, GA Development Authority,                 A-1+         4,500,000
                Solid Waste Disposal Revenue Bonds, (Series 1995)
                Weekly VRDNs (Federal Paper Board Co., Inc.)/
                (Wachovia Bank of Georgia NA, Atlanta LOC)
                -------------------------------------------------------
  3,500,000     Rockdale County, GA Development Authority, (Series         Aa3          3,500,000
                1995) Weekly VRDNs (Great Southern Wood Preserving
                Co.)/(Sun Bank NA, Orlando LOC)
                -------------------------------------------------------
  2,500,000     Rockdale County, GA Hospital Authority, Revenue           VMIG1         2,500,000
                Anticipation Certificates (Series 1994) Weekly VRDNs
                (Rockdale Hospital)/(Trust Company Bank, Atlanta LOC)
                -------------------------------------------------------
  5,750,000     Savannah, GA EDA, (Series 1995A) Weekly VRDNs (Home        P-1          5,750,000
                Depot, Inc.)
                -------------------------------------------------------
  1,000,000     Savannah, GA Housing Authority, Multi-Family Housing       A-1          1,000,000
                Revenue Bonds (Series 1985 B) Weekly VRDNs (Somerset
                Wharf Project)/(Amsouth Bank N.A., Birmingham LOC)
                -------------------------------------------------------
</TABLE>




GEORGIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                CREDIT
  AMOUNT                                                                  RATING*       VALUE
- -----------     -------------------------------------------------------   -------    ------------
<C>             <S>                                                       <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
                GEORGIA--CONTINUED
                -------------------------------------------------------
$ 1,500,000     Screven County, GA IDA, (Series 1995) Weekly VRDNs         Aa3       $  1,500,000
                (Sylvania Yarn Systems, Inc. Project)/(Trust Company
                Bank, Atlanta LOC)
                -------------------------------------------------------
  1,000,000     Wayne County, GA, IDA, Revenue Bonds, (Series 1995)        A-1          1,000,000
                Weekly VRDNs (Harsco Corp.)/(Nationsbank, N.A.
                (Carolinas) LOC)
                -------------------------------------------------------
  1,500,000     Whitfield County, GA Development Authority Weekly VRDNs     NR          1,500,000
                (Franklin Industries Inc., Project)/
                (Nationsbank of Virginia, N.A. LOC)
                -------------------------------------------------------              ------------

                TOTAL INVESTMENTS (AT AMORTIZED COST)(A)                             $119,324,908
                -------------------------------------------------------              ------------

</TABLE>


Securities that are subject to alternative minimum tax represent 53.9% of the
portfolio as calculated based upon total portfolio market value.

* Please refer to the Appendix of the Statement of Additional Information for an
  explanation of the credit ratings. Current credit ratings are unaudited.

(a) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($111,277,623) at October 31, 1995.


GEORGIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

The following acronyms are used throughout this portfolio:
<TABLE>
<S>     <C>
AMBAC   --American Municipal Bond Assurance Corporation
CP      --Commercial Paper
EDA     --Economic Development Authority
GTD     --Guaranty
IDA     --Industrial Development Authority
IDRB    --Industrial Development Revenue Bonds
INS     --Insured
LIQ     --Liquidity Agreement
LOC     --Letter of Credit
TANs    --Tax Anticipation Notes
TOBs    --Tender Option Bonds
VRDNs   --Variable Rate Demand Notes
</TABLE>


(See Notes which are an integral part of the Financial Statements)


GEORGIA MUNICIPAL CASH TRUST

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                   <C>           <C>
ASSETS:
- --------------------------------------------------------------------------------
Total investments in securities, at amortized cost and value                        $119,324,908
- --------------------------------------------------------------------------------
Cash                                                                                     236,785
- --------------------------------------------------------------------------------
Income receivable                                                                        549,984
- --------------------------------------------------------------------------------
Receivable for shares sold                                                                 4,645
- --------------------------------------------------------------------------------
Deferred expenses                                                                         29,967
- --------------------------------------------------------------------------------    ------------
     Total assets                                                                    120,146,289
- --------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------------------
Payable for investments purchased                                     $8,680,000
- -------------------------------------------------------------------
Income distribution payable                                              122,375
- -------------------------------------------------------------------
Accrued expenses                                                          66,291
- -------------------------------------------------------------------   ----------
     Total liabilities                                                                 8,868,666
- --------------------------------------------------------------------------------    ------------
NET ASSETS for 111,277,623 shares outstanding                                       $111,277,623
- --------------------------------------------------------------------------------    ------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- --------------------------------------------------------------------------------
$111,277,623 / 111,277,623 shares outstanding                                              $1.00
- --------------------------------------------------------------------------------    ------------
</TABLE>


(See Notes which are an integral part of the Financial Statements)



GEORGIA MUNICIPAL CASH TRUST

STATEMENT OF OPERATIONS
PERIOD ENDED OCTOBER 31, 1995(A)
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                             <C>         <C>          <C>
INVESTMENT INCOME:
- -------------------------------------------------------------------------------------
Interest                                                                                 $707,458
- -------------------------------------------------------------------------------------
EXPENSES:
- -------------------------------------------------------------------------------------
Investment advisory fee                                                     $  87,222
- ------------------------------------------------------------------------
Administrative personnel and services fee                                      23,973
- ------------------------------------------------------------------------
Custodian fees                                                                  4,360
- ------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                          487
- ------------------------------------------------------------------------
Portfolio accounting fees                                                      10,372
- ------------------------------------------------------------------------
Shareholder services fee                                                       43,611
- ------------------------------------------------------------------------
Share registration costs                                                        1,033
- ------------------------------------------------------------------------
Printing and postage                                                            2,500
- ------------------------------------------------------------------------
Miscellaneous                                                                     105
- ------------------------------------------------------------------------    ---------
     Total expenses                                                           173,663
- ------------------------------------------------------------------------
Waivers and reimbursements--
- ------------------------------------------------------------------------
  Waiver of investment advisory fee                             $(87,222)
- -------------------------------------------------------------
  Reimbursement of other operating expenses                      (42,829)
- -------------------------------------------------------------   --------
     Total waivers and reimbursements                                        (130,051)
- ------------------------------------------------------------------------    ---------
          Net expenses                                                                     43,612
- -------------------------------------------------------------------------------------    --------
               Net investment income                                                     $663,846
- -------------------------------------------------------------------------------------    --------
</TABLE>


(a) For the period from August 22, 1995 (date of initial public investment) to
October 31, 1995.

(See Notes which are an integral part of the Financial Statements)



GEORGIA MUNICIPAL CASH TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                             PERIOD ENDED
                                                                         OCTOBER 31, 1995(A)
                                                                         --------------------
<S>                                                                      <C>
INCREASE (DECREASE) IN NET ASSETS:
- -----------------------------------------------------------------------
OPERATIONS--
- -----------------------------------------------------------------------
Net investment income                                                       $      663,846
- -----------------------------------------------------------------------  ------------------
DISTRIBUTIONS TO SHAREHOLDERS--
- -----------------------------------------------------------------------
Distributions from net investment income                                          (663,846)
- -----------------------------------------------------------------------  ------------------
SHARE TRANSACTIONS--
- -----------------------------------------------------------------------
Proceeds from sale of shares                                                   276,631,071
- -----------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of
distributions declared                                                             363,049
- -----------------------------------------------------------------------
Cost of shares redeemed                                                       (165,716,497)
- -----------------------------------------------------------------------  ------------------
     Change in net assets resulting from share transactions                    111,277,623
- -----------------------------------------------------------------------  ------------------
          Change in net assets                                                 111,277,623
- -----------------------------------------------------------------------
NET ASSETS:
- -----------------------------------------------------------------------
Beginning of period                                                             --
- -----------------------------------------------------------------------  ------------------
End of period                                                               $  111,277,623
- -----------------------------------------------------------------------  ------------------
</TABLE>


(a) For the period from August 22, 1995 (date of initial public investment) to
October 31, 1995.

(See Notes which are an integral part of the Financial Statements)


GEORGIA MUNICIPAL CASH TRUST

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
(1) ORGANIZATION

Federated Municipal Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act") as an open-end, management
investment company. The Trust consists of fifteen non-diversified portfolios.
The financial statements included herein are only those of Georgia Municipal
Cash Trust (the "Fund"). The financial statements of the other portfolios are
presented separately. The assets of each portfolio are segregated and a
shareholder's interest is limited to the portfolio in which shares are held.

(2) SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.

     INVESTMENT VALUATIONS--The Fund's use of the amortized cost method to value
     its portfolio securities is in accordance with Rule 2a-7 under the Act.

     INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS --Interest income and
     expenses are accrued daily. Bond premium and discount, if applicable, are
     amortized as required by the Internal Revenue Code, as amended (the
     "Code"). Distributions to shareholders are recorded on the ex-dividend
     date.

     FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the
     Code applicable to regulated investment companies and to distribute to
     shareholders each year substantially all of its income. Accordingly, no
     provisions for federal tax are necessary.

     WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS --The Fund may engage in
     when-issued or delayed delivery transactions. The Fund records when-issued
     securities on the trade date and maintains security positions such that
     sufficient liquid assets will be available to make payment for the
     securities purchased. Securities purchased on a when-issued or delayed
     delivery basis are marked to market daily and begin earning interest on the
     settlement date.

     CONCENTRATION OF CREDIT RISK --Since the Fund invests a substantial portion
     of its assets in issuers located in one state, it will be more susceptible
     to factors adversely affecting issuers in that state than would be a
     comparable tax-exempt mutual fund that invests nationally. In order to
     reduce the credit risk associated with such factors, at October 31, 1995,
     84.7% of the securities in the portfolio of investments are backed by
     letters of credit or bond insurance of various financial institutions and
     financial guaranty assurance agencies. The value of investments insured by
     or supported (backed) by a letter of credit for any one institution or
     agency do not exceed 10.0% of total investments.



GEORGIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

     DEFERRED EXPENSES--The costs incurred by the Fund with respect to
     registration of its shares in its first fiscal year, excluding the initial
     expense of registering its shares, have been deferred and are being
     amortized using the straight-line method over a period of five years from
     the Fund's commencement date.

     OTHER--Investment transactions are accounted for on the trade date.

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value). At
October 31, 1995, capital paid-in aggregated $ 111,277,623. Transactions in
shares were as follows:
<TABLE>
<CAPTION>
                                                                             PERIOD ENDED
                                                                          OCTOBER 31, 1995(A)
- -----------------------------------------------------------------------   -------------------
<S>                                                                       <C>
Shares sold                                                                    276,631,071
- -----------------------------------------------------------------------
Shares issued to shareholders in payment of distributions declared                 363,049
- -----------------------------------------------------------------------
Shares redeemed                                                               (165,716,497)
- -----------------------------------------------------------------------   ----------------
  Net change resulting from share transactions                                 111,277,623
- -----------------------------------------------------------------------   ----------------
</TABLE>


(a) Reflects operations for the period from August 22, 1995 (date of initial
    public investment) to October 31, 1995.

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Federated Management, the Fund's investment adviser,
(the "Adviser"), receives for its services an annual investment advisory fee
equal to .50 of 1% of the Fund's average daily net assets.

The Adviser may voluntarily choose to waive any portion of its fee and/or
reimburse certain operating expenses of the Fund. The Adviser can modify or
terminate this voluntary waiver and/or reimbursement at any time at its sole
discretion.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS"), under the
Administrative Services Agreement, provides the Fund with administrative
personnel and services. This fee is based on the level of average aggregate
daily net assets of all funds advised by subsidiaries of Federated Investors for
the period. The administrative fee received during the period of the
Administrative Services Agreement shall be at least $125,000 per portfolio and
$30,000 per each additional class of shares.

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services ("FSS"), the Fund will pay FSS up to .25 of
1% of average daily net assets of the


GEORGIA MUNICIPAL CASH TRUST
- --------------------------------------------------------------------------------

Fund for the period. This fee is to obtain certain services for shareholders and
to maintain shareholder accounts.

TRANSFER AGENT FEES--Federated Services Company ("FServ") serves as transfer and
dividend disbursing agent for the Fund. This fee is based on the size, type, and
number of accounts and transactions made by shareholders.

PORTFOLIO ACCOUNTING FEES--FServ maintains the Fund's accounting records for
which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.

ORGANIZATIONAL EXPENSES--Organizational expenses of $13,648 were borne initially
by the Adviser. The Fund has agreed to reimburse the Adviser for the
organizational expenses during the five year period following effective date.
For the period ended October 31, 1995, the Fund paid $152 pursuant to this
agreement.

INTERFUND TRANSACTIONS--During the period ended October 31, 1995, the Fund
engaged in purchase and sale transactions with funds that have a common
investment adviser, common Directors/ Trustees, and/ or common Officers. These
transactions were made at current market value pursuant to Rule 17a-7 under the
Act amounting to $140,235,000 and $86,670,000, respectively.

GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholders and Board of Trustees of
FEDERATED MUNICIPAL TRUST
(Georgia Municipal Cash Trust):

We have audited the accompanying statement of assets and liabilities of Georgia
Municipal Cash Trust (an investment portfolio of Federated Municipal Trust, a
Massachusetts business trust), including the schedule of portfolio investments,
as of October 31, 1995, the related statement of operations and changes in net
assets, and the financial highlights (see page 2 of the prospectus) for the
period from August 22, 1995 (date of initial public investment) to October 31,
1995. These financial statements and financial highlights are the responsibility
of the Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of October 31, 1995, by
correspondence with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Georgia Municipal Cash Trust (an investment portfolio of Federated Municipal
Trust) as of October 31, 1995, the results of its operations, the changes in its
net assets, and its financial highlights for the period from August 22, 1995
(date of initial public investment) to October 31, 1995, in conformity with
generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
December 15, 1995


ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>             <C>                                         <C>
Georgia 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                       P.O. Box 8600
                Trust Company                               Boston, MA 02266-8600
- -----------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                  P.O. Box 8600
                                                            Boston, MA 02266-8600
- -----------------------------------------------------------------------------------------------
Independent Public Accountants
                Arthur Andersen LLP                         2100 One PPG Place
                                                            Pittsburgh, PA 15222
- -----------------------------------------------------------------------------------------------
</TABLE>


                                       28

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                      GEORGIA MUNICIPAL
                                      CASH TRUST
                                      PROSPECTUS

                                      A Non-Diversified Portfolio of Federated
                                      Municipal Trust, an Open-End Management
                                      Investment Company

                                      Prospectus dated December 31, 1995

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      CUSIP 314229691
      G01204-01 (12/95)
(LOGO)



                        GEORGIA 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 Georgia Municipal Cash Trust (the "Fund"), a portfolio of
   Federated Municipal Trust (the "Trust") dated December 31, 1995. This
   Statement is not a prospectus. You may request a copy of a prospectus or a
   paper copy of this Statement, if you have received it electronically, free
   of charge by calling 1-800-235-4669.


   FEDERATED INVESTORS TOWER
   PITTSBURGH, PA 15222-3779

                       Statement dated December 31, 1995
Federated Securities Corp.
Distributor
A subsidiary of Federated Investors



INVESTMENT POLICIES              3

 Acceptable Investments          3
 Participation Interests         3
 Municipal Leases                3
 Ratings                         4
 When-Issued and Delayed Delivery
  Transactions                   5
 Repurchase Agreements           5
 Credit Enhancement              6
GEORGIA INVESTMENT RISKS         6

INVESTMENT LIMITATIONS           3

 Regulatory Compliance          11
FEDERATED MUNICIPAL TRUST MANAGEMENT
                                 5

 Share Ownership                10
 Trustees Compensation          11
 Trustee Liability              23
INVESTMENT ADVISORY SERVICES    23

 Investment Adviser             23
 Advisory Fees                  24
BROKERAGE TRANSACTIONS          25

OTHER SERVICES                  26

 Fund Administration            26



 Custodian and Portfolio
  Recordkeeper.                 27
 Transfer Agent                 13
 Independent Public Accountants 13

SHAREHOLDER SERVICES AGREEMENT  27

DETERMINING NET ASSET VALUE     28

REDEMPTION IN KIND              29

MASSACHUSETTS PARTNERSHIP LAW   29

THE FUND'S TAX STATUS           30

PERFORMANCE INFORMATION         30

 Yield                          15
 Effective Yield                31
 Tax-Equivalent Yield           31
 Tax-Equivalency Table          16
 Total Return                   17
 Performance Comparisons        34
ABOUT FEDERATED INVESTORS       35

 Mutual Fund Market             36
 Institutional Clients          36
 Trust Organizations            36
 Broker/Dealers and Bank
  Broker/Dealer Subsidiaries    36
APPENDIX                        19




INVESTMENT POLICIES

Unless indicated otherwise, the policies described below may be changed by
the Board of 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 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.
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, or 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."
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.
CREDIT ENHANCEMENT
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 Fund may have more than 25% of its total assets invested in securities
credit enhanced by banks.
GEORGIA INVESTMENT RISKS

Georgia's AAA rating by Fitch, Aaa rating by Moody's, and AA+ rating by S&P
reflect the state's positive economic trends, conservative financial
management, improved financial position, and low debt burden. The state's
recovery from the recent recession has been steady, with a rate surpassing
regional trends. However, the rate of recovery is still at half the rate of
earlier recoveries.



Georgia ranks among the top five states in the nation in employment and total
population growth. Job growth has been mainly centered in business and health
services. Manufacturing employment grew slightly. Total non-farm employment
grew 5.0% in 1994, well above the U.S. rate of 2.6%. As of April 1995, the
state's unemployment rate was 4.4% while the national rate stood at 5.5%.
The state's economy is receiving a boost from the economic activity
associated with the 1996 Olympic Games. The economic benefit of the games has
spawned considerable construction activity as well as additional revenue to
come at the time of the events.
The state closed fiscal 1995 with positive financial results, and the revenue
shortfall reserve fully funded at $267 million (3.0% of revenues) for the
third consecutive year. The state's adopted budget for fiscal 1996 calls for
state spending of $10.7 billion--a $915.6 million increase over the fiscal
1995 budget. The funds will come from three sources. $10.1 billion will come
from the state's revenue estimate of taxes and fees, an increase of $642
million. Lottery proceeds will contribute $435 million, an increase of $70
million. Indigent Care Trust Fund receipts will add $146 million for fiscal
1996.
 The fund's concentration in securities issued by Georgia and its political
subdivisions provide a greater level of risk than a fund whose assets are
diversified across numerous states and municipal issuers. The ability of
Georgia or its municipalities to meet their obligations will depend on the
availability of tax and other revenues; economic, political and demographic
conditions within Georgia; and the underlying fiscal condition of the state,
its counties, and its municipalities.





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 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 measure or to
facilitate management of the portfolio by enabling the Fund to meet
redemption requests 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 the Trust's 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
agreements 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 AND TRUSTEES
The Fund will not purchase or retain the securities of any issuer if the
officers and Trustees of the Trust or its investment adviser, owning
individually more than .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 certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings association 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.
REGULATORY COMPLIANCE
The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in its
prospectus and this 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. In particular, the Fund
will comply with the various requirements of Rule 2a-7, which regulates money
market mutual funds. The Fund will determine the effective maturity of its
investments, as well as its ability to consider a security as having received
the requisite short-term ratings by NRSROs, according to Rule 2a-7. The Fund
may change these operational policies to reflect changes in the laws and
regulations without the approval of its shareholders.


FEDERATED MUNICIPAL TRUST MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates, 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. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of
the Funds. Mr. Donahue is the father of J. Christopher Donahue,  Executive
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.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center -
Downtown; Member, 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; Shareholder, Henny, Kochuba, 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.




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.





Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 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.


Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674



Pittsburgh, PA
Birthdate:  October 6, 1926
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee,
or Managing General Partner of the Funds.


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, International Politics and Management Consultant; Trustee,
Carnegie Endowment for International Peace, RAND Corporation, Online Computer
Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management
Center; Director, Trustee, or Managing General Partner of the Funds;
President Emeritus, University of Pittsburgh; founding Chairman, National



Advisory Council for Environmental Policy and Technology and Federal
Emergency Management Advisory Board.





Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.


J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
 Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global 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  of
the Company.




Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated
Research Corp., Federated Global Research Corp. and Passport Research, Ltd.;
Executive Vice President and Director, Federated Securities Corp.; Trustee,
Federated Services Company; Chairman, Treasurer, and Trustee, Federated
Administrative Services; Trustee or Director of some of the Funds; President,
Executive Vice President and Treasurer of some of the Funds.


Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.



David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors;
Controller, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.;  Senior Vice
President, Federated Shareholder Services; Vice President, Federated
Administrative Services; Treasurer of some of the Funds.


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global Research
Corp.; Trustee, Federated Services Company; Executive Vice President,
Secretary, and Trustee, Federated Administrative Services; President and
Trustee, Federated Shareholder Services; Director, Federated Securities
Corp.; Executive 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.



     @ 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 Government Money Trust; Blanchard Funds; Blanchard
Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated
ARMs Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated
GNMA Trust; Federated Government Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Term Municipal Trust;  Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated
Total Return Series, Inc.; Federated U.S. Government Bond Fund; Federated
U.S. Government Securities Fund: 1-3 Years; Federated U.S. Government
Securities Fund: 3-5 Years; 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;
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; 111 Corcoran Funds; Peachtree Funds; The Planters Funds;



RIMCO Monument Funds; The Shawmut Funds; Star Funds; The Starburst Funds; The
Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark Funds; Trust for
Financial Institutions; Trust For Government Cash Reserves; Trust for Short-
Term U.S. Government Securities; Trust for U.S. Treasury Obligations; The
Virtus Funds; World Investment Series, Inc.


SHARE OWNERSHIP
Officers and Trustees as a group own less than 1% of the Fund`s outstanding
shares.
As of December 4, 1995, the following shareholder(s) of record owned 5% or
more of the outstanding shares of the Georgia Municipal Cash Trust: COBATCO,
Columbus, GA, 26.91%; Scientific Games Inc., Alpharetta, GA, 6.25%; Valujet
Airlines, Atlanta, GA, 13.94%; COMP DENT, Atlanta, GA, 16.24%; and American
Megatrends Inc., Norcross, GA, 5.49%.


TRUSTEES COMPENSATION


                  AGGREGATE
NAME ,          COMPENSATION
POSITION WITH       FROM          TOTAL COMPENSATION PAID
TRUST              TRUST*#          FROM FUND COMPLEX +


John F. Donahue     $0             $0 for the Trust  and



Chairman and Trustee                    68 other investment companies in the
Fund Complex
Thomas G. Bigley    $2,458         $20,688 for the Trust  and
Trustee                            49 other investment companies in the Fund
Complex
John T. Conroy, Jr. $3,520         $117,202 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
William J. Copeland $3,520         $117,202 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Glen R. Johnson     $0             $0 for the Trust  and
President and Trustee                   14 other investment companies in the
Fund Complex
James E. Dowd       $3,520         $117,202 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Lawrence D. Ellis, M.D.            $3,166    $106,460 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Edward L. Flaherty, Jr.            $3,520    $117,202 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Peter E. Madden     $2,757         $90,563 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Gregor F. Meyer     $3,166         $106,460 for the Trust  and



Trustee                            64 other investment companies in the Fund
Complex
John E. Murray, Jr.,               $1,762    $0 for the Trust  and
Trustee                            64  other investment companies in the Fund
Complex
Wesley W. Posvar    $3,166         $106,460 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex
Marjorie P. Smuts   $3,166         $106,460 for the Trust  and
Trustee                            64 other investment companies in the Fund
Complex


*Information is furnished for the fiscal year ended October 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of
fifteen 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. For the period from August 22,
1995 (date of initial public investment) to October  31, 1995, the adviser
earned $87,222, all of which was waived.
  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.
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 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 Fund 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. During the period from August 22, 1995 (date of initial



public investment) to October  31, 1995, the Fund paid no brokerage
commissions.
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.
OTHER SERVICES

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. For the period from August 22, 1995 (date of
initial public investment) to October  31, 1995, Federated Administrative
Services earned $23,973. 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.



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.
TRANSFER AGENT
As transfer agent, Federated Services Company, maintains all necessary
shareholder records. For its services, the transfer agent receives a fee
based on the size, type and number of accounts and transactions made by
shareholders.
INDEPENDENT PUBLIC ACCOUNTANTS
 The independent public accountants for the Fund are Arthur Andersen LLP,
Pittsburgh, PA.
SHAREHOLDER SERVICES AGREEMENT

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 balances;
answering routine client inquiries; and assisting clients in changing
dividend options, account designations, and addresses. By adopting the
Shareholder Services Agreement, the Trustees expect 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.
For the period from August 22, 1995 (date of initial public investment) to
October  31, 1995,the Fund paid shareholder services fees in the amount of
$43,611, none of which was waived.
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.
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.
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.
The Fund's yield for the seven-day period ended October 31, 1995, was 3.82%.
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.
The Fund's effective yield for the seven-day period ended October 31, 1995,
was 3.89%.
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.
The Fund's tax-equivalent yield for the seven-day period ended October 31,
1995, was 7.15%.





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 Georgia

                                  TAX BRACKET:
    Federal:  15.00%   28.00%    31.00%     36.00%      39.60%

    Combined
    Federal
    and State:21.00%   34.00%    37.00%     42.00%      45.60%

    Joint Return$1-39,000$39,001-94,250 $94,251-143,600$143,601-$256,500
           OVER $256,500
    Single Return$1-23,350   $23,351-56,550$56,551-117,950$117,951-256,500
           OVER $256,500

Tax-Exempt



      Yield
          Taxable Yield Equivalent
- ---
     1.50%     1.90%    2.27%     2.38%      2.59%       2.76%
     2.00      2.53     3.03      3.17       3.45        3.68
     2.50      3.16     3.79      3.97       4.31        4.60
     3.00      3.80     4.55      4.76       5.17        5.51
     3.50      4.43     5.30      5.56       6.03        6.43
     4.00      5.06     6.06      6.35       6.90        7.35
     4.50      5.70     6.82      7.14       7.76        8.27
     5.00      6.33     7.58      7.94       8.62        9.19
     5.50      6.96     8.33      8.73       9.48       10.11
     6.00      7.59     9.09      9.52      10.34       11.03
     6.50      8.23     9.85     10.32      11.21       11.95
     7.00      8.86    10.61     11.11      12.07       12.87

    Note:  The maximum marginal tax rate for each bracket was used in
    calculating the taxable yield equivalent. Furthermore, additional state
    and local taxes paid on comparable taxable investments were not used to
    increase federal deductions.
    The chart above is for illustrative purposes only. It is not an indicator
    of past or future performance of 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.
Cumulative total return reflects the Fund's total performance over a specific
period of time. For the period from August 22, 1995 (date of initial public
investment) through October 31, 1995, the cumulative total return for the
Fund was 0.73%. This total return is representative of only 2 months of
activity since the date of initial public investment.
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.
ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is reflected
in its investment decision making-structured, straightforward, and
consistent. This has resulted in a history of competitive performance with a
range of competitive investment products that have gained the confidence of
thousands of clients and their customers.
The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research. Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund. Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market funds,
a principal means used by money managers today to value money market fund
shares. Other innovations include the first institutional tax-free money
market fund. As of December 31, 1994, Federated Investors managed more than
$31 billion in assets across approximately 43 money market funds, including
17 government, 8 prime and 18 municipal with assets approximating $17
billion, $7.4 billion and $6.6 billion, respectively.
J. Thomas Madden, Executive Vice President, oversees Federated Investors'
equity and high yield corporate bond management while William D. Dawson,
Executive Vice President, oversees Federated Investors' domestic fixed income
management. Henry A. Frantzen, Executive Vice President, oversees the
management of Federated Investors' international portfolios.





MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial
goals through mutual funds. These investors, as well as businesses and
institutions, have entrusted over $2 trillion to the more than 5,500 funds
available.*
Federated Investors, through its subsidiaries, distributes mutual funds for a
variety of investment applications. Specific markets include:
INSTITUTIONAL CLIENTS
Federated Investors meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for a
variety of applications, including defined benefit and defined contribution
programs, cash management, and asset/liability management. Institutional
clients include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial
advisors. The marketing effort to these  institutional clients is headed by
John B. Fisher, President, Institutional Sales Division.
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations. Virtually all of the trust divisions of the
top 100 bank holding companies use Federated funds in their clients'
portfolios. The marketing effort to trust clients is headed by Mark R.
Gensheimer, Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more



wholesalers than any other mutual fund distributor. The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.



*Source:  Investment Company Institute


APPENDIX


STANDARD & POOR'S RATINGS GROUP
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
A Standard & Poor's Ratings Group ("S&P") note rating reflects the liquidity
concerns and market access risks unique to notes.
SP-1      Very strong or strong capacity to pay principal and interest. Those
   issues determined to possess overwhelming safety characteristics will be
   given a plus sign (+) designation.
SP-2      Satisfactory capacity to pay principal and interest.
VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
S&P assigns dual ratings to all long-term debt issues that have as part of
their provisions a variable rate demand feature. The first rating (long-term
rating) addresses the likelihood of repayment of principal and interest when
due, and the second rating (short-term rating) describes the demand
characteristics. Several examples are AAA/A-1+, AA/A-1+, A/A-1. (The
definitions for the long-term and the short-term ratings are provided below.)
COMMERCIAL PAPER (CP) RATINGS



An  S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
A-1       This highest category indicates that the degree of safety regarding
   timely payment is strong. Those issues determined to possess extremely
   strong safety characteristics are denoted with a plus sign (+)
   designation.
A-2  Capacity for timely payment on issues with this designation is
   satisfactory. However, the relative degree of safety is not as high as
   for issues designated A-1.
LONG-TERM DEBT RATINGS
AAA  Debt rated "AAA" has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is    extremely strong.
AA   Debt rate "AA" has a very strong capacity to pay interest and repay
principal and differs from the highest  rated issues only in small degree.
A  Debt rated "A" has a strong capacity to pay interest and repay principal
   although it is somewhat more susceptible to the adverse effects of
   changes in circumstances and economic conditions than debt in higher
   rated categories.
MOODY'S INVESTORS SERVICE, INC.
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
Moody's Investors Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG) (see below)).
The purpose of the MIG or VMIG ratings is to provide investors with a simple
system by which the relative investment qualities of short-term obligations
may be evaluated.
MIG1      This designation denotes best quality. There is present strong
protection by established cash flows, superior         liquidity support or
demonstrated broad based access to the market for refinancing.



MIG2      This designation denotes high quality. Margins of protection are
ample although not so large as in the             preceding group.
VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
Short-term ratings on issues with demand features are differentiated by the
use of the VMIG symbol to reflect such characteristics as payment upon
periodic demand rather than fixed maturity dates and payment relying on
external liquidity.
In this case, two ratings are usually assigned, (for example, Aaa/VMIG-1);
the first representing an evaluation of the degree of risk associated with
scheduled principal and interest payments, and the second representing an
evaluation of the degree of risk associated with the demand feature. The VMIG
rating can be assigned a 1 or 2 designation using the same definitions
described above for the MIG rating.
COMMERCIAL PAPER (CP) RATINGS
P-1            Issuers rated PRIME-1 (or related supporting institutions)
  have a superior capacity for repayment of short-          term promissory
  obligations. PRIME-1 repayment capacity will normally be evidenced by the
  following              characteristics: leading market positions in well
  established industries, high rates of return on funds
   employed, conservative capitalization structure with moderate reliance on
  debt and ample asset             protection, broad margins in earning
  coverage of fixed financial charges and high internal cash generation,
   well-established access to a range of financial markets and assured
  sources of alternate liquidity
P-2            Issuers rated PRIME-2 (or related supporting institutions)
  have a strong capacity for repayment of short-            term promissory
  obligations. This will normally be evidenced by many of the characteristics
  cited             above, but to a lesser degree. Earnings trends and



  coverage ratios, while sound, will be more subject             to
  variation. Capitalization characteristics, while still appropriate, may be
  more affected by external        conditions. Ample alternate liquidity is
  maintained.
LONG-TERM DEBT RATINGS
AAA       Bonds which are rated AAA are judged to be of the best quality.
They carry the smallest degree of investment      risk and are generally
referred to as "gilt edged." Interest payments are protected by a large or by
an exceptionally stable margin and principal is secure. While the various
protective elements are likely to  change, such changes is can be visualized
are most unlikely to impair the fundamentally strong position of      such
issues.
AA Bonds which are rated AA are judged to be of high quality by all
standards. Together with the AAA group,      they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds   because
margins of protection may not be as large as in AAA securities or fluctuation
of protective elements   may be of greater amplitude or there may be other
elements present which make the long-term risks appear      somewhat larger
than in AAA securities.
A  Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper      medium grade obligations. Factors giving
security to principal and interest are considered adequate but   elements may
be present which suggest a susceptibility to impairment sometime in the
future.
NR Indicates that both the bonds and the obligor or credit enhancer are not
currently rated by S&P or Moody's  with respect to short-term indebtedness.
However, management considers them to be of comparable quality to
   securities rated A-1 or P-1.



NR(1)     The underlying issuer/obligor/guarantor has other outstanding debt
rated "AAA" by S&P or "Aaa" by               Moody's.
NR(2)     The underlying issuer/obligor/guarantor has other outstanding debt
rated "AA" by S&P or "Aa" by            Moody's.
NR(3)     The underlying issuer/obligor/guarantor has other outstanding debt
rated "A" by S&P or Moody's.




    Cussip 314229691





PART C. OTHER INFORMATION.

Item 24.  Financial Statements and Exhibits:

          (a)  Financial Statements: (1-15) 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);
                     (vi)Conformed copy of Amendment No. 17 dated
                         September 1, 1989 +
                (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 Specimen Certificate for Michigan
                         Municipal Cash Trust (24);
                    (v)  Copy of Specimen Certificate for Pennsylvania
                         Municipal Cash Trust- Institutional Shares (25);
                    (vi) Copy of Speciment Certificate for Georgia
                         Municipal Cash Trust (26);
                (5) Copy of Investment Advisory Contract of the
                    Registrant (7);

7. Response is incorporated by reference to Registrant's Post-Effective
   Amendment No. 6 on Form N-1A filed on November 6, 1990 (File Nos. 33-
   31259 and 811-5911).
16.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).
24.Response is incorporated by reference to Registrant's Post-Effective
   Amendment No. 34 on Form N-1A filed on April 13, 1995 (File Nos. 33-
   31251 and 811-5911).
25.Response is incorporated by reference to Registrant's Post-Effective
   Amendment No. 35 on Form N-1A filed on May 19, 1995 (File Nos. 33-31251
   and 811-5911)
26.Response is incorporated by reference to Registrant's Post
   -Effective Amendment No. 36 on Form N-1A filed on May 31, 1995
   (File Nos. 33-31251 and 811-5911).


                      (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);
                     (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)Conformed copy of Exhibit O to the Investment
                         Advisory Contract for Michigan Municipal Cash
                         Trust (27);
                    (ix) Conformed copy of Exhibit N to the Investment
                         Advisory Contract for Georgia Municipal Cash
                         Trust (27);
               (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);
                     (iv)Conformed copy of Exhibit P to the Distributor's
                         Contract for North Carolina 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).
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).
27.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 37 on Form N-1A filed on July 18, 1995 (File Nos. 33-
     31259 and 811-5911).
                      (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)Conformed copy of Exhibit W to the Distributor's
                         Contract for Michigan Municipal Cash Trust (27);
                     (xi)Conformed copy of Exhibit X to the Distributor's
                         Contract for Pennsylvania Municipal Cash Trust-
                         Institutional Shares (27);
                    (xii)Conformed copy of Exhibit V to the Distributor's
                         Contract for Georgia Municipal Cash Trust (27);
                    (xiii) Conformed copy of specimen Mutual Funds Sales
                          and Service Agreeement (27);
                    (xiv)Conformed copy of specimen Mutual Funds Service
                         Agreement (27);
                    (xv) Conformed copy of specimen Plan Trustee/Mutual
                         Funds Service Agreement (27);
                (7) Not applicable;
                (8)   (i)  Conformed copy of Custodian Agreement       of
                    the Registrant (22);
                      (ii) Copy of Exhibit 1 to the Custodian
                          Agreement (27);


+ All exhibits have been filed electronically.
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).
27.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 37 on Form N-1A filed on July 18, 1995 (File Nos. 33-
     31259 and 811-5911).


                (9)   (i)  Conformed copy of Agreement for Fund
                    Accounting, Shareholder Recordkeeeping,            and
                    Custody Services Procurement (27);
                      (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) The response and exhibits described in Item
                         24(b)(6) are hereby incorporated by reference;
                    (vi) 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) Conformed copy of Consent of Independent Public
                         Accountants;+
               (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).
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).
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).
27.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 37 on Form N-1A filed on July 18, 1995 (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 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.
                      (ii) Conformed copy of Exhibit H to 12b-1 Plan for
                         New York Municipal Cash Trust, Cash II Shares
                         (21);
                     (iii) Conformed copy of Exhibit I to 12b-1 Plan for
                         New York Municipal Cash Trust, Institutional
                         Service Shares (21);
                      (iv) Conformed copy of Exhibit J to 12b-1 Plan for
                         Florida Municipal Cash Trust; (22)
                      (v)  The response and exhibits described in Item 24
                         (b) (6) are hereby incorporated by reference;

+ 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) Copy of Financial Data Schedules; +
               (18) Not Applicable;
               (19) Conformed copy of Power of Attorney (27).

+ 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).
27.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 37 on Form N-1A filed on July 18, 1995 (File Nos. 33-
     31259 and 811-5911).


Item 25.  Persons Controlled by or Under Common Control with Registrant:

          None

Item 26.  Number of Holders of Securities:

                                        Number of Record    Holders as of
          Title of Class                December 4, 1995
          Shares of beneficial
          interest (no par value)

          Connecticut Municipal Cash Trust    1,523
               Institutional Service Shares
          Pennsylvania Municipal Cash Trust
               Cash Series Shares               829
               Institutional Service Shares     453
               Institutional Shares              15
          Minnesota Municipal Cash Trust
               Cash Series Shares             4,204
               Institutional Shares              57
          New Jersey Municipal Cash Trust
               Institutional Service Shares            204
               Institutional Shares               47
          Ohio Municipal Cash Trust
               Institutional Shares               71
               Cash II Shares                     192
          Virginia Municipal Cash Trust
               Institutional Service Shares            846
               Institutional Shares               25
          Alabama Municipal Cash Trust            589
          North Carolina Municipal Cash Trust          528
          Maryland Municipal Cash Trust           321
          California Municipal Cash Trust              776
          New York Municipal Cash Trust
               Cash II Shares                     148
               Institutional Service Shares            611
          Florida Municipal Cash Trust
               Institutional Shares               248
          Massachusetts Municipal Cash Trust
               Institutional Service Shares            415
               BayFunds Shares                    5
          Michigan Municipal Cash Trust           40
          Georgia Municipal Cash Trust            74


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 "Fund Information -  Management
of the Fund" 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, III, J. Thomas Madden, and Mark L. Mallon, Executive Vice
          Presidents; Henry J. Gailliot, Senior Vice President-Economist;
          Peter R. Anderson, Drew J. Collins, Jonathan C. Conley, and
          J. Alan Minteer, Senior Vice Presidents; J. Scott Albrecht,
          Joseph M. Balestrino, Randall A. Bauer, David A. Briggs, Kenneth
          J. Cody, Deborah A. Cunningham, Michael P. Donnelly, Linda A.
          Duessel, Mark E. Durbiano, Kathleen M. Foody-Malus, Thomas M.
          Franks, Edward C. Gonzales, Timothy E. Keefe, Stephen A. Keen,
          Mark S. Kopinski, Jeff A. Kozemchak, Marian R. Marinack, Susan M.
          Nason, Mary Jo Ochson, Robert J. Ostrowski, Frederick L. Plautz,
          Jr., Charles A. Ritter, James D. Roberge, Frank Semack, William
          F. Stotz, Sandra L. Weber, and Christopher H. Wiles, Vice
          Presidents; Thomas R. Donahue, Treasurer; Stephen A. Keen,
          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.
3.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 1 on Form N-1A filed on March 22, 1990 (File Nos. 33-
     31259 and 811-5911).



Item 29.  Principal Underwriters:

          (a)Federated Securities Corp., the Distributor for shares of the
             Registrant, also acts as principal underwriter for the
             following open-end investment companies: American Leaders
             Fund, Inc.; Annuity Management Series; Arrow Funds; Automated
             Government Money Trust; BayFunds;  The Biltmore Funds; The
             Biltmore Municipal Funds; Blanchard Funds; Blanchard Precious
             Metals Fund, Inc.; Cash Trust Series, Inc.; Cash Trust Series
             II; DG Investor Series; Edward D. Jones & Co. Daily Passport
             Cash Trust; Federated ARMs Fund; Federated Equity Funds;
             Federated Exchange Fund, Ltd.; Federated GNMA Trust;
             Federated Government Trust; Federated High Yield Trust;
             Federated Income Securities Trust; Federated Income Trust;
             Federated Index Trust; Federated Institutional Trust;
             Federated Master Trust; Federated Short-Term Municipal Trust;
             Federated Short-Term U.S. Government Trust; Federated Stock
             Trust; Federated Tax-Free Trust; Federated Total Return
             Series, Inc.; Federated U.S. Government Bond Fund; Federated
             U.S. Government Securities Fund: 1-3 Years; Federated
             U.S. Government Securities Fund: 3-5 Years; Federated
             U.S. Government Securities Fund: 5-10 Years;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; Independence One Mutual Funds;
             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; 111 Corcoran Funds; Peachtree Funds; The Planters
             Funds; RIMCO Monument Funds; SouthTrust Vulcan Funds; Star
             Funds; The Starburst Funds; The Starburst Funds II; Stock and
             Bond Fund, Inc.; Targeted Duration Trust; Tax-Free
             Instruments Trust; Tower Mutual 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; Vision Group of
             Funds, Inc.; and World Investment Series, Inc.

             Federated Securities Corp. also acts as principal underwriter
             for the following closed-end investment company:  Liberty
             Term Trust, Inc.- 1999.


          (b)

       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and Offices
 Business Address            With Underwriter               With Registrant


Richard B. Fisher         Director, Chairman, Chief    Vice President
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, Asst.
                          Secretary, and Asst.
                          Treasurer, Federated
                          Securities Corp.

Edward C. Gonzales        Director, Executive ViceExecutive Vice
Federated Investors Tower President, Federated,   President
Pittsburgh, PA 15222-3779 Securities Corp.

John W. McGonigle         Director, Federated     Executive Vice
Federated Investors Tower Securities Corp.        President and
Pittsburgh, PA 15222-3779                         Secretary

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, Federated
Pittsburgh, PA 15222-3779 Securities Corp.

Mark W. Bloss             Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard W. Boyd           Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Theodore Fadool, Jr.      Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Bryant R. Fisher          Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Christopher T. Fives      Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James S. Hamilton         Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James M. Heaton           Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Byron F. Bowman           Vice President, Secretary,        --
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

Daniel T. Culbertson      Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

G. Michael Cullen         Vice President,              --
Federated Investors Tower Federated Securites Corp.
Pittsburgh, PA 15222-3779

Laura M. Deger            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jill Ehrenfeld            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark D. Fisher            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

H. Joeseph Kenedy         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

Steven A. La Versa        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

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

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

Charlene H. Jennings      Assistant Vice President,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

J. Timothy Radcliff       Assistant Vice President,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Denis McAuley             Treasurer,                   --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas R. Donahue         Asstistant Secretary,        --
Federated Investors Tower Assistant Treasurer,
Pittsburgh, PA 15222-3779 Federated Securities Corp.

Joseph M. Huber           Assistant Secretary,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

David M. Taylor           Assistant Secretary,     Treasurer
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

     (c)  Not applicable.

Item 30.  Location of Accounts and Records:

Registrant                              Federated Investors Tower
                                   Pittsburgh, PA  15222-3779

Federated Services Company              P.O. Box 8600
("Transfer Agent, Dividend              Boston, MA 02266-8600
Disbursing Agent and Portfolio
Recordkeeper")

Federated Administrative Services       Federated Investors Tower
("Administrator")                       Pittsburgh, PA  15222-3779

Federated Management                    Federated Investors Tower
("Adviser")                             Pittsburgh, PA  15222-3779

State Street Bank and Trust Company     P.O. Box 8600
("Custodian")                      Boston, MA 02266-8600


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.



SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, FEDERATED MUNICIPAL TRUST
certifies that it meets all of the requirements for effectiveness of this
Amendment to its Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Pittsburgh and Commonwealth of
Pennsylvania, on the 22th day of December, 1995.


                         FEDERATED MUNICIPAL TRUST

               BY: /s/ Charles H. Field
               Charles H. Field, Assistant Secretary
               Attorney in Fact for John F. Donahue
               December 22, 1995

   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/ Charles H. Field
   Charles H. Field      Attorney In Fact         December 22, 1995
   ASSISTANT SECRETARY   For the Persons
                         Listed Below

   NAME                  TITLE

John F. Donahue*         Chairman and Trustee
                         (Chief Executive Officer)

Glen R. Johnson*         President and Trustee

Thomas G. Bigley*        Trustee

John T. Conroy, Jr.*     Trustee

David M. Taylor*         Treasurer (Principal
                         Financial and Accounting
                         Officer)

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




                                                   Exhibit 11 under Form N-1A
                                           Exhibit 23 under Item 601/Reg. S-K


                             ARTHUR ANDERSEN LLP










                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the use in Post-
Effective Amendment No. 39 to Form N-1A Registration Statement of Federated
Municipal Trust of our report dated December 15, 1995, on financial
statements of Federated Municipal Trust as of October 31, 1995, included in
or made a part of this registration statement.



                                   /s/Arthur Anderson LLP

                                   ARTHUR ANDERSEN LLP


Pittsburgh, Pennsylvania



                                                       Exhibit 1 under Form N-1A
                                           Exhibit 3(b) under Item 601/ Reg. S/K

                           FEDERATED MUNICIPAL TRUST

                                Amendment No. 17
                              DECLARATION OF TRUST
                            dated September 1, 1989


   This Declaration of Trust is amended as follows:

   Delete the first paragraph of Section 5 in Article III from the Declaration
of Trust and substitute in its place the following:

          "Section 5.  Establishment and Designation of Series or Class.

            Without limiting the authority of the Trustees set forth in
            Article XII, Section 8, inter alia, to establish and designate
            any additional Series or Class or to modify the rights and
            preferences of any existing Series or Class, the Series and
            Classes of the Trust shall be and are established and
            designated as:

            Alabama Municipal Cash Trust
            California Municipal Cash Trust
            Connecticut Municipal Cash Trust
               Institutional Service Shares
            Florida Municipal Cash Trust
               Cash II Shares
               Institutional Shares
            Georgia Municipal Cash Trust
            Maryland Municipal Cash Trust
            Massachusetts Municipal Cash Trust
               BayFunds Shares
               Institutional Service Shares
            Michigan Municipal Cash Trust
            Minnesota Municipal Cash Trust
               Cash Series Shares
               Institutional Shares
            New Jersey Municipal Cash Trust
               Institutional Service Shares
               Institutional Shares
            New York Municipal Cash Trust
               Cash II Shares
               Institutional Service Shares
            North Carolina Municipal Cash Trust
            Ohio Municipal Cash Trust
               Cash II Shares
               Institutional Shares
            Pennsylvania Municipal Cash Trust
               Cash Series Shares
               Institutional Service Shares
               Institutional Shares
            Virginia Municipal Cash Trust
               Institutional Service Shares
               Institutional Shares"

   The undersigned Assistant Secretary of Federated Municipal Trust hereby
certifies that the above stated Amendment is a true and correct Amendment to the
Declaration of Trust, as adopted by the Board of Trustees on the 14th day of
November, 1995.

   WITNESS the due execution hereof this 14th day of November, 1995.


                              /s/Robert C. Rosselot
                              Robert C. Rosselot


<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   08                                             
     <NAME>                     Federated Municipal Trust                      
                                Alabama Municipal Cash Trust                   
                                                                               
<PERIOD-TYPE>                   12-Mos                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           207,789,668                                    
<INVESTMENTS-AT-VALUE>          207,789,668                                    
<RECEIVABLES>                   1,783,964                                      
<ASSETS-OTHER>                  307,918                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  209,881,550                                    
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       391,121                                        
<TOTAL-LIABILITIES>             391,121                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        209,490,429                                    
<SHARES-COMMON-STOCK>           209,490,429                                    
<SHARES-COMMON-PRIOR>           142,803,861                                    
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    209,490,429                                    
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               6,685,731                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  792,403                                        
<NET-INVESTMENT-INCOME>         5,893,328                                      
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           5,893,328                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       5,893,328                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         826,956,278                                    
<NUMBER-OF-SHARES-REDEEMED>     762,340,876                                    
<SHARES-REINVESTED>             2,071,166                                      
<NET-CHANGE-IN-ASSETS>          66,686,568                                     
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           820,528                                        
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 1,509,812                                      
<AVERAGE-NET-ASSETS>            164,105,544                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.040                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.040                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.48                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   012                      
     <NAME>                     Federated Municipal Trust
                                California Municipal Cash Trust           
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           95,868,246                                     
<INVESTMENTS-AT-VALUE>          95,868,246                                     
<RECEIVABLES>                   657,697                                        
<ASSETS-OTHER>                  267,336                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  96,793,279                                     
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       259,421                                        
<TOTAL-LIABILITIES>             259,421                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        96,533,858                                     
<SHARES-COMMON-STOCK>           96,533,858                                     
<SHARES-COMMON-PRIOR>           81,562,673                                     
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    96,533,858                                     
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               3,650,873                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  550,991                                        
<NET-INVESTMENT-INCOME>         3,099,882                                      
<REALIZED-GAINS-CURRENT>        (750,875)                                      
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           2,349,007                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       3,099,882                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         361,842,642                                    
<NUMBER-OF-SHARES-REDEEMED>     347,342,783                                    
<SHARES-REINVESTED>             471,326                                        
<NET-CHANGE-IN-ASSETS>          14,971,185                                     
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           465,728                                        
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 1,019,081                                      
<AVERAGE-NET-ASSETS>            93,145,652                                     
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.030                                          
<PER-SHARE-GAIN-APPREC>         (0.010)                                        
<PER-SHARE-DIVIDEND>            0.030                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.59                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   001                                             
     <NAME>                     Federated Municipal Trust                      
                                Connecticut Municipal Cash Trust               
                                                                               
<PERIOD-TYPE>                   12-Mos                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           182,964,611                                    
<INVESTMENTS-AT-VALUE>          182,964,611                                    
<RECEIVABLES>                   1,432,431                                      
<ASSETS-OTHER>                  705,547                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  185,102,589                                    
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       384,373                                        
<TOTAL-LIABILITIES>             384,373                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        184,718,216                                    
<SHARES-COMMON-STOCK>           184,718,216                                    
<SHARES-COMMON-PRIOR>           190,423,202                                    
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    184,718,216                                    
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               8,198,696                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  1,267,547                                      
<NET-INVESTMENT-INCOME>         6,931,149                                      
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           6,931,149                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       6,931,149                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         522,140,169                                    
<NUMBER-OF-SHARES-REDEEMED>     529,816,470                                    
<SHARES-REINVESTED>             1,971,315                                      
<NET-CHANGE-IN-ASSETS>          (5,704,986)                                    
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           1,064,090                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 1,910,534                                      
<AVERAGE-NET-ASSETS>            212,821,818                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.030                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.030                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.60                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   010                                             
     <NAME>                     Federated Municipal Trust                      
                                Florida Municipal Cash Trust                   
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           152,385,478                                    
<INVESTMENTS-AT-VALUE>          152,385,478                                    
<RECEIVABLES>                   887,260                                        
<ASSETS-OTHER>                  344,475                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  153,617,213                                    
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       270,695                                        
<TOTAL-LIABILITIES>             270,695                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        153,346,518                                    
<SHARES-COMMON-STOCK>           153,346,518                                    
<SHARES-COMMON-PRIOR>           53,966,187                                     
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    153,346,518                                    
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               5,271,986                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  588,579                                        
<NET-INVESTMENT-INCOME>         4,683,407                                      
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           4,683,407                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       4,683,407                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         1,361,774,097                                  
<NUMBER-OF-SHARES-REDEEMED>     1,264,560,129                                  
<SHARES-REINVESTED>             2,166,363                                      
<NET-CHANGE-IN-ASSETS>          99,380,331                                     
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           522,992                                        
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 0                                              
<AVERAGE-NET-ASSETS>            130,758,913                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.040                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.040                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.45                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                              

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   015                                             
     <NAME>                     Federated Municipal Trust                      
                                Georgia Municipal Trust                        
                                                                               
<PERIOD-TYPE>                   2-MOS                                          
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           119,324,908                                    
<INVESTMENTS-AT-VALUE>          119,324,908                                    
<RECEIVABLES>                   554,629                                        
<ASSETS-OTHER>                  266,752                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  120,146,289                                    
<PAYABLE-FOR-SECURITIES>        8,680,000                                      
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       188,666                                        
<TOTAL-LIABILITIES>             8,868,666                                      
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        111,277,623                                    
<SHARES-COMMON-STOCK>           111,277,623                                    
<SHARES-COMMON-PRIOR>           0                                              
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    111,277,623                                    
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               707,458                                        
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  43,612                                         
<NET-INVESTMENT-INCOME>         663,846                                        
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           663,846                                        
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       663,846                                        
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         276,631,071                                    
<NUMBER-OF-SHARES-REDEEMED>     165,716,497                                    
<SHARES-REINVESTED>             363,049                                        
<NET-CHANGE-IN-ASSETS>          111,277,623                                    
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           87,222                                         
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 173,663                                        
<AVERAGE-NET-ASSETS>            90,960,316                                     
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.010                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.010                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.73                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   021                                            
     <NAME>                     Federated Municipal Trust                      
                                Massachusetts Municipal Cash Trust             
                                BayFunds Shares                                
<PERIOD-TYPE>                   12-Mos                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           145,229,041                                    
<INVESTMENTS-AT-VALUE>          145,229,041                                    
<RECEIVABLES>                   1,053,735                                      
<ASSETS-OTHER>                  182,723                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  146,465,499                                    
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       257,793                                        
<TOTAL-LIABILITIES>             257,793                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        146,207,706                                    
<SHARES-COMMON-STOCK>           46,579,918                                     
<SHARES-COMMON-PRIOR>           41,911,507                                     
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    46,579,918                                     
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               5,286,218                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  779,234                                        
<NET-INVESTMENT-INCOME>         4,506,984                                      
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           4,506,984                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       1,440,449                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         33,631,751                                     
<NUMBER-OF-SHARES-REDEEMED>     30,404,117                                     
<SHARES-REINVESTED>             1,440,778                                      
<NET-CHANGE-IN-ASSETS>          14,282,814                                     
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           686,918                                        
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 1,398,974                                      
<AVERAGE-NET-ASSETS>            137,383,545                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.030                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.030                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.60                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   022                                            
     <NAME>                     Federated Municipal Trust                      
                                Massachusetts Municipal Cash Trust             
                                Institutional Service Shares                   
<PERIOD-TYPE>                   12-Mos                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           145,229,041                                    
<INVESTMENTS-AT-VALUE>          145,229,041                                    
<RECEIVABLES>                   1,053,735                                      
<ASSETS-OTHER>                  182,723                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  146,465,499                                    
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       257,793                                        
<TOTAL-LIABILITIES>             257,793                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        146,207,706                                    
<SHARES-COMMON-STOCK>           99,627,788                                     
<SHARES-COMMON-PRIOR>           90,013,385                                     
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    99,627,788                                     
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               5,286,218                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  779,234                                        
<NET-INVESTMENT-INCOME>         4,506,984                                      
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           4,506,984                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       3,066,535                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         337,436,671                                    
<NUMBER-OF-SHARES-REDEEMED>     328,636,637                                    
<SHARES-REINVESTED>             814,368                                        
<NET-CHANGE-IN-ASSETS>          14,282,814                                     
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           686,918                                        
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 1,398,974                                      
<AVERAGE-NET-ASSETS>            137,383,545                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.030                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.030                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.55                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   013                                             
     <NAME>                     Federated Municipal Trust                      
                                Maryland Municipal Trust                       
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           50,687,680                                     
<INVESTMENTS-AT-VALUE>          50,687,680                                     
<RECEIVABLES>                   445,550                                        
<ASSETS-OTHER>                  311,083                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  51,444,313                                     
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       44,119                                         
<TOTAL-LIABILITIES>             44,119                                         
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        51,400,194                                     
<SHARES-COMMON-STOCK>           51,400,194                                     
<SHARES-COMMON-PRIOR>           56,275,239                                     
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    51,400,194                                     
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               2,338,974                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  386,375                                        
<NET-INVESTMENT-INCOME>         1,952,599                                      
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           1,952,599                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       1,952,599                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         180,327,160                                    
<NUMBER-OF-SHARES-REDEEMED>     187,002,830                                    
<SHARES-REINVESTED>             1,800,625                                      
<NET-CHANGE-IN-ASSETS>          (4,875,045)                                    
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           296,327                                        
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 685,601                                        
<AVERAGE-NET-ASSETS>            59,253,377                                     
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.030                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.030                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.65                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   014                                             
     <NAME>                     Federated Municipal Trust                      
                                Michigan Municipal Cash Trust                  
                                                                               
<PERIOD-TYPE>                   4-Mos                                          
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           33,530,391                                     
<INVESTMENTS-AT-VALUE>          33,530,391                                     
<RECEIVABLES>                   300,361                                        
<ASSETS-OTHER>                  398,700                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  34,229,452                                     
<PAYABLE-FOR-SECURITIES>        4,042,750                                      
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       53,429                                         
<TOTAL-LIABILITIES>             4,096,179                                      
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        30,133,273                                     
<SHARES-COMMON-STOCK>           30,133,273                                     
<SHARES-COMMON-PRIOR>           0                                              
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    30,133,273                                     
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               255,885                                        
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  20,285                                         
<NET-INVESTMENT-INCOME>         235,600                                        
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           235,600                                        
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       235,600                                        
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         41,468,554                                     
<NUMBER-OF-SHARES-REDEEMED>     11,564,843                                     
<SHARES-REINVESTED>             229,562                                        
<NET-CHANGE-IN-ASSETS>          30,133,273                                     
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           32,107                                         
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 125,392                                        
<AVERAGE-NET-ASSETS>            17,622,914                                     
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.010                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.010                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.32                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            

<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   032                                            
     <NAME>                     Minnesota Municipal Cash Trust                 
                                Cash Series Shares                             
                                                                               
<PERIOD-TYPE>                   12-mos                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           341,501,373                                    
<INVESTMENTS-AT-VALUE>          341,501,373                                    
<RECEIVABLES>                   2,441,223                                      
<ASSETS-OTHER>                  782,751                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  344,725,347                                    
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       862,006                                        
<TOTAL-LIABILITIES>             862,006                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        343,863,341                                    
<SHARES-COMMON-STOCK>           131,471,470                                    
<SHARES-COMMON-PRIOR>           94,334,733                                     
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    131,471,470                                    
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               13,813,482                                     
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  1,511,078                                      
<NET-INVESTMENT-INCOME>         12,302,404                                     
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           12,302,404                                     
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       4,033,177                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         493,861,040                                    
<NUMBER-OF-SHARES-REDEEMED>     460,683,438                                    
<SHARES-REINVESTED>             3,959,135                                      
<NET-CHANGE-IN-ASSETS>          89,824,662                                     
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           1,357,870                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 3,385,823                                      
<AVERAGE-NET-ASSETS>            339,450,999                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.030                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.030                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.70                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   031                                            
     <NAME>                     Minnesota Municipal Cash Trust                 
                                Institutional Shares                           
                                                                               
<PERIOD-TYPE>                   12-mos                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           341,501,373                                    
<INVESTMENTS-AT-VALUE>          341,501,373                                    
<RECEIVABLES>                   2,441,223                                      
<ASSETS-OTHER>                  782,751                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  344,725,347                                    
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       862,006                                        
<TOTAL-LIABILITIES>             862,006                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        343,863,341                                    
<SHARES-COMMON-STOCK>           212,391,871                                    
<SHARES-COMMON-PRIOR>           159,703,946                                    
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    212,391,871                                    
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               13,813,482                                     
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  1,511,078                                      
<NET-INVESTMENT-INCOME>         12,302,404                                     
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           12,302,404                                     
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       8,269,227                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         546,893,719                                    
<NUMBER-OF-SHARES-REDEEMED>     494,630,825                                    
<SHARES-REINVESTED>             425,031                                        
<NET-CHANGE-IN-ASSETS>          89,824,662                                     
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           1,357,870                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 3,385,823                                      
<AVERAGE-NET-ASSETS>            339,450,999                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.040                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.040                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.30                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   009                                             
     <NAME>                     Federated Municipal Trust                      
                                North Carolina Municipal Cash Trust            
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           96,641,900                                     
<INVESTMENTS-AT-VALUE>          96,641,900                                     
<RECEIVABLES>                   611,319                                        
<ASSETS-OTHER>                  489,008                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  97,742,227                                     
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       140,280                                        
<TOTAL-LIABILITIES>             140,280                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        97,601,947                                     
<SHARES-COMMON-STOCK>           97,601,947                                     
<SHARES-COMMON-PRIOR>           85,249,020                                     
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    97,601,947                                     
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               4,352,210                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  635,716                                        
<NET-INVESTMENT-INCOME>         3,716,494                                      
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           3,716,494                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       3,716,494                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         901,368,780                                    
<NUMBER-OF-SHARES-REDEEMED>     891,545,071                                    
<SHARES-REINVESTED>             2,529,218                                      
<NET-CHANGE-IN-ASSETS>          12,352,927                                     
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           537,013                                        
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 1,068,836                                      
<AVERAGE-NET-ASSETS>            107,401,801                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.040                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.040                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.59                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   004                                            
     <NAME>                     Federated Municipal Trust                      
                                New Jersey Municipal Cash Trust                
                                Institutional Shares                           
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           115,893,578                                    
<INVESTMENTS-AT-VALUE>          115,893,578                                    
<RECEIVABLES>                   947,274                                        
<ASSETS-OTHER>                  241,626                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  117,082,478                                    
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       320,962                                        
<TOTAL-LIABILITIES>             320,962                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        116,761,516                                    
<SHARES-COMMON-STOCK>           86,944,238                                     
<SHARES-COMMON-PRIOR>           62,983,664                                     
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    86,944,238                                     
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               4,265,077                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  622,126                                        
<NET-INVESTMENT-INCOME>         3,642,951                                      
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           3,642,951                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       2,752,708                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         334,240,209                                    
<NUMBER-OF-SHARES-REDEEMED>     310,295,248                                    
<SHARES-REINVESTED>             15,613                                         
<NET-CHANGE-IN-ASSETS>          17,073,374                                     
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           431,160                                        
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 1,063,667                                      
<AVERAGE-NET-ASSETS>            107,790,030                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.030                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.030                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.55                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                              

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   112                                            
     <NAME>                     Federated Municipal Trust                      
                                New York Municipal Cash Trust                  
                                Cash II Shares                                 
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           288,470,214                                    
<INVESTMENTS-AT-VALUE>          288,470,214                                    
<RECEIVABLES>                   2,535,026                                      
<ASSETS-OTHER>                  388,388                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  291,393,628                                    
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       805,644                                        
<TOTAL-LIABILITIES>             805,644                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        290,593,593                                    
<SHARES-COMMON-STOCK>           14,438,076                                     
<SHARES-COMMON-PRIOR>           134,050,966                                    
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         (5,609)                                        
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    14,438,808                                     
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               13,386,966                                     
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  1,888,092                                      
<NET-INVESTMENT-INCOME>         11,498,874                                     
<REALIZED-GAINS-CURRENT>        12,000                                         
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           11,510,874                                     
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       1,841,077                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         233,109,208                                    
<NUMBER-OF-SHARES-REDEEMED>     354,551,861                                    
<SHARES-REINVESTED>             1,829,763                                      
<NET-CHANGE-IN-ASSETS>          (80,043,136)                                   
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       (17,609)                                       
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           1,335,835                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 3,552,864                                      
<AVERAGE-NET-ASSETS>            333,958,955                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.030                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.030                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.710                                          
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                              

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   111                                            
     <NAME>                     Federated Municipal Trust                      
                                New York Municipal Cash Trust                  
                                Institutional Service Shares                   
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           288,470,214                                    
<INVESTMENTS-AT-VALUE>          288,470,214                                    
<RECEIVABLES>                   2,535,026                                      
<ASSETS-OTHER>                  388,388                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  291,393,628                                    
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       805,644                                        
<TOTAL-LIABILITIES>             805,644                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        290,593,593                                    
<SHARES-COMMON-STOCK>           276,155,517                                    
<SHARES-COMMON-PRIOR>           236,597,763                                    
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         (5,609)                                        
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    276,149,176                                    
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               13,386,966                                     
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  1,888,092                                      
<NET-INVESTMENT-INCOME>         11,498,874                                     
<REALIZED-GAINS-CURRENT>        12,000                                         
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           11,510,874                                     
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       9,657,797                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         1,002,966,036                                  
<NUMBER-OF-SHARES-REDEEMED>     964,892,684                                    
<SHARES-REINVESTED>             1,484,402                                      
<NET-CHANGE-IN-ASSETS>          (80,043,136)                                   
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       (17,609)                                       
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           1,335,835                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 3,552,864                                      
<AVERAGE-NET-ASSETS>            333,958,955                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.040                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.040                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.540                                          
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                              

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   052                                            
     <NAME>                     Federated Municipal Trust                      
                                Ohio Municipal Cash Trust                      
                                Cash II Shares                                 
<PERIOD-TYPE>                   12-Mos                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           258,712,822                                    
<INVESTMENTS-AT-VALUE>          258,712,822                                    
<RECEIVABLES>                   2,499,280                                      
<ASSETS-OTHER>                  342,215                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  261,554,317                                    
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       388,862                                        
<TOTAL-LIABILITIES>             388,862                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        261,165,455                                    
<SHARES-COMMON-STOCK>           188,234,366                                    
<SHARES-COMMON-PRIOR>           156,050,592                                    
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    188,234,366                                    
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               9,872,940                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  1,862,287                                      
<NET-INVESTMENT-INCOME>         8,010,653                                      
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           8,010,653                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       5,349,998                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         703,568,382                                    
<NUMBER-OF-SHARES-REDEEMED>     676,577,219                                    
<SHARES-REINVESTED>             5,192,611                                      
<NET-CHANGE-IN-ASSETS>          42,615,983                                     
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           957,142                                        
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 2,556,012                                      
<AVERAGE-NET-ASSETS>            239,285,388                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.030                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.030                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.87                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   051                                            
     <NAME>                     Federated Municipal Trust                      
                                Ohio Municipal Cash Trust                      
                                Institutional Shares                           
<PERIOD-TYPE>                   12-Mos                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           258,712,822                                    
<INVESTMENTS-AT-VALUE>          258,712,822                                    
<RECEIVABLES>                   2,499,280                                      
<ASSETS-OTHER>                  342,215                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  261,554,317                                    
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       388,862                                        
<TOTAL-LIABILITIES>             388,862                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        261,165,455                                    
<SHARES-COMMON-STOCK>           72,931,089                                     
<SHARES-COMMON-PRIOR>           62,498,880                                     
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    72,931,089                                     
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               9,872,940                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  1,862,287                                      
<NET-INVESTMENT-INCOME>         8,010,653                                      
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           8,010,653                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       2,660,655                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         571,719,826                                    
<NUMBER-OF-SHARES-REDEEMED>     561,565,338                                    
<SHARES-REINVESTED>             277,721                                        
<NET-CHANGE-IN-ASSETS>          42,615,983                                     
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           957,142                                        
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 2,556,012                                      
<AVERAGE-NET-ASSETS>            239,285,388                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.040                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.040                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.57                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   061                                            
     <NAME>                     Federated Municipal Trust                      
                                Pennsylvania Municipal Cash Trust              
                                Cash Series Shares                             
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           305,456,354                                    
<INVESTMENTS-AT-VALUE>          305,456,354                                    
<RECEIVABLES>                   2,173,134                                      
<ASSETS-OTHER>                  302,320                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  307,931,808                                    
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       740,043                                        
<TOTAL-LIABILITIES>             740,043                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        307,191,765                                    
<SHARES-COMMON-STOCK>           28,255,264                                     
<SHARES-COMMON-PRIOR>           18,352,155                                     
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    28,255,264                                     
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               11,660,838                                     
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  1,981,304                                      
<NET-INVESTMENT-INCOME>         9,679,534                                      
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           9,679,534                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       718,640                                        
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         85,377,025                                     
<NUMBER-OF-SHARES-REDEEMED>     76,179,429                                     
<SHARES-REINVESTED>             705,513                                        
<NET-CHANGE-IN-ASSETS>          59,679,354                                     
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           1,445,400                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 0                                              
<AVERAGE-NET-ASSETS>            289,080,145                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.030                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.030                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 1.05                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                              

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   062                                            
     <NAME>                     Federated Municipal Trust                      
                                Pennsylvania Municipal Cash Trust              
                                Institutional Shares                           
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           305,456,354                                    
<INVESTMENTS-AT-VALUE>          305,456,354                                    
<RECEIVABLES>                   2,173,134                                      
<ASSETS-OTHER>                  302,320                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  307,931,808                                    
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       740,043                                        
<TOTAL-LIABILITIES>             740,043                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        307,191,765                                    
<SHARES-COMMON-STOCK>           2,529,017                                      
<SHARES-COMMON-PRIOR>           0                                              
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    2,529,017                                      
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               11,660,838                                     
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  1,981,304                                      
<NET-INVESTMENT-INCOME>         9,679,534                                      
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           9,679,534                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       9,064                                          
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         3,173,462                                      
<NUMBER-OF-SHARES-REDEEMED>     646,698                                        
<SHARES-REINVESTED>             2,253                                          
<NET-CHANGE-IN-ASSETS>          59,679,354                                     
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           1,445,400                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 2,747,191                                      
<AVERAGE-NET-ASSETS>            289,080,145                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.010                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.010                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.45                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                              

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   063                                            
     <NAME>                     Federated Municipal Trust                      
                                Pennsylvania Municipal Cash Trust              
                                Institutional Service Shares                   
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           305,456,354                                    
<INVESTMENTS-AT-VALUE>          305,456,354                                    
<RECEIVABLES>                   2,173,134                                      
<ASSETS-OTHER>                  302,320                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  307,931,808                                    
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       740,043                                        
<TOTAL-LIABILITIES>             740,043                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        307,191,765                                    
<SHARES-COMMON-STOCK>           276,407,484                                    
<SHARES-COMMON-PRIOR>           229,160,256                                    
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    276,407,484                                    
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               11,660,838                                     
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  1,981,304                                      
<NET-INVESTMENT-INCOME>         9,679,534                                      
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           9,679,534                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       8,951,830                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         940,400,092                                    
<NUMBER-OF-SHARES-REDEEMED>     894,784,261                                    
<SHARES-REINVESTED>             1,631,397                                      
<NET-CHANGE-IN-ASSETS>          59,679,354                                     
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           1,445,400                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 2,747,191                                      
<AVERAGE-NET-ASSETS>            289,080,145                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.030                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.030                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.65                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                              

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   071                                            
     <NAME>                     Federated Municipal Trust                      
                                Virginia Municipal Cash Trust                  
                                Institutional Shares                           
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           148,709,059                                    
<INVESTMENTS-AT-VALUE>          148,709,059                                    
<RECEIVABLES>                   901,894                                        
<ASSETS-OTHER>                  272,791                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  149,883,744                                    
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       159,333                                        
<TOTAL-LIABILITIES>             159,333                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        149,724,411                                    
<SHARES-COMMON-STOCK>           22,641,829                                     
<SHARES-COMMON-PRIOR>           20,360,206                                     
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    22,641,829                                     
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               5,122,922                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  738,359                                        
<NET-INVESTMENT-INCOME>         4,384,563                                      
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           4,384,563                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       834,541                                        
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         87,290,291                                     
<NUMBER-OF-SHARES-REDEEMED>     85,024,334                                     
<SHARES-REINVESTED>             15,666                                         
<NET-CHANGE-IN-ASSETS>          29,280,178                                     
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           514,947                                        
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 1,179,371                                      
<AVERAGE-NET-ASSETS>            128,737,491                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.040                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.040                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.49                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   072                                            
     <NAME>                     Federated Municipal Trust                      
                                Virginia Municipal Cash Trust                  
                                Institutional Service Shares                   
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Oct-31-1995                                    
<INVESTMENTS-AT-COST>           148,709,059                                    
<INVESTMENTS-AT-VALUE>          148,709,059                                    
<RECEIVABLES>                   901,894                                        
<ASSETS-OTHER>                  272,791                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  149,883,744                                    
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       159,333                                        
<TOTAL-LIABILITIES>             159,333                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        149,724,411                                    
<SHARES-COMMON-STOCK>           127,082,582                                    
<SHARES-COMMON-PRIOR>           100,084,027                                    
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    127,082,582                                    
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               5,122,922                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  738,359                                        
<NET-INVESTMENT-INCOME>         4,384,563                                      
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           4,384,563                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       3,550,022                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         932,950,597                                    
<NUMBER-OF-SHARES-REDEEMED>     908,758,944                                    
<SHARES-REINVESTED>             2,806,902                                      
<NET-CHANGE-IN-ASSETS>          29,280,178                                     
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           514,947                                        
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 1,179,371                                      
<AVERAGE-NET-ASSETS>            128,737,491                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.030                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.030                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.59                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>


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