FEDERATED MUNICIPAL TRUST
485APOS, 1995-05-31
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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.   36                               X

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     X

    Amendment No.   36                                              X

FEDERATED MUNICIPAL TRUST

(Exact Name of Registrant as Specified in Charter)

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

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

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

It is proposed that this filing will become effective:

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

If appropriate, check the following box:

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

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

 X  filed the Notice required by that Rule on December 15, 1994; or
    intends to file the Notice required by that Rule on or about
    ____________; or
    during the most recent fiscal year did not sell any securities pursuant
 to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
 Rule 24f-2(b)(2), need not file the Notice.


                              Copies To:

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


CROSS-REFERENCE SHEET

      This Amendment to the Registration Statement of FEDERATED
MUNICIPAL TRUST, which consists of fifteen portfolios:  (1) Connecticut
Municipal Cash Trust, (a) Institutional Service Shares; (2) Pennsylvania
Municipal Cash Trust, (a) Cash Series Shares and (b) Institutional
Service Shares; (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; (13)
Massachusetts Municipal Cash Trust, (a) Institutional Service Shares and
(b) BayFunds Shares; (14) Michigan Municipal Cash Trust; and (15)
Georgia Municipal Cash Trust, relates to Georgia Municipal Cash Trust
and is comprised of the following:


PART A.   INFORMATION REQUIRED IN A PROSPECTUS.

                                          Prospectus Heading
                                          (Rule 404(c) Cross Reference)

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

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

Item 3.     Condensed Financial
            Information                   (1,2a,2b,3-13) Financial
                                          Highlights; (1-15) Performance
                                          Information.

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

Item 5.     Management of the Fund        (1-13a, 14) Trust Information;
                                          (15) Fund Information; (1-13a,
                                          14) Management of the Trust;
                                          (15) Management of the Fund;
                                          (13b) Management, Distribution
                                          and Administration; (1-
                                          6,11,12,13a) Distribution of
                                          Cash Series, Institutional,
                                          Institutional Service, or Cash
                                          II Shares; (7,8,9,10,12,14,
                                          15) Distribution of Shares; (2-
                                          7,9,10,11,13a,14,15)
                                          Administration of the Fund;
                                          (1,8,12) Administration of the
                                          Trust; (2c,9,12,14,15)
                                          Expenses of the Fund.

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

Item 7.     Purchase of Securities Being
            Offered                       (1-15) Net Asset Value;
                                          (1,2,3,4-13,14) Shareholder
                                          Servicing Arrangements; (2c,
                                          15) Other Payments to
                                          Financial Institutions;
                                          (2a,3a,4b,5a,11,12)
                                          Distribution and Shareholder
                                          Services Plan; (13b)
                                          Distribution; (1,2bc,3b,4,5b,6-
                                          10,13,14,15)  Shareholder
                                          Services Plan; (13b) How to
                                          Buy Shares; (1,2a,3a,5a,7-
                                          10,11a,12,14,15) How to
                                          Purchase Shares; (15)
                                          Purchasing Shares Through a
                                          Financial Institution,
                                          Purchasing Shares By Wire,
                                          Purchasing Shares By Check;
                                          (2bc,3b,4,5b,6,11b,13a)
                                          Investing in the Fund;
                                          (2bc,3b,4,5b,6,11b,13a) Share
                                          Purchases; (1,2a,3a,5a,7-
                                          10,11a,12,14,15) Special
                                          Purchase Features;
                                          (2bc,3b,4,5b,6,11b,13a)
                                          Minimum Investment Required,
                                          (1,2a,3a,5a,7-10,11a,12,14,15)
                                          Systematic Investment Program;
                                          (2bc,3b,4,5b,6,11b,13a)
                                          Subaccounting Services; (1-15)
                                          Certificates and
                                          Confirmations.

Item 8.     Redemption or Repurchase      (1,2a,3a,5a,7-
                                          10,11a,12,13b,14,15) How to
                                          Redeem Shares;
                                          (2bc,3b,4,5b,6,11b,13a)
                                          Redeeming Shares;
                                          (2a,3a,5a,13, 14)
                                          (1,2a,3a,5a,7-10,11a,12,14,15)
                                          Redeeming Shares Through a
                                          Financial Institution;
                                          (1,2bc,3b,4,5b,6,10,11,13a)
                                          Telephone Redemption;
                                          (1,2a,3a,5a,7-10,11a,12,14,15)
                                          Redeeming Shares by Telephone;
                                          (2bc,3b,4,5b,6,11b,13a) By
                                          Mail; (1,2a,3a,5a,7-
                                          10,11a,12,14,15) Redeeming
                                          Shares by Mail; (3b,2b,13a,4b)
                                          By Writing a Check;
                                          (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                       (1-14) General Information
                                          About the Fund.

Item 13.    Investment Objectives and
            Policies                      (1-14) Investment Objective
                                          and Policies; (1-13, 15)
                                          Investment Limitations; (15)
                                          Investment Policies; Georgia
                                          Investment Risks.

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; (1-14)
                                          Administrative Services; (15)
                                          Fund Administration;
                                          (3a,4a,5a,11) Distribution
                                          Plan; (3b,7b,10, 14,15)
                                          Shareholder Services Plan;
                                          (12) Distribution and
                                          Shareholder Services Plan.

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   (1-14) Purchasing Shares;
                                          (1-15) Determining Net Asset
                                          Value; (1-14) Redeeming
                                          Shares; (15) Redemption in
                                          Kind.

Item 20.    Tax Status                    (1-14) Tax Status; (15) The
                                          Fund's Tax Status.

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; (1-15)
                                          Performance Comparisons; (15)
                                          Performance Information, Tax-
                                          Equivalency Table, Total
                                          Return.

Item 23.    Financial Statements          (1, 2ab-13) Filed in Part A.




    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 in short-term Georgia municipal securities
to achieve 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.
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 August
14, 1995, with the Securities and Exchange Commission. The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information free of charge by calling 1-800-235-4669. To obtain
other information, or make inquiries about the Fund, contact the Fund at
the address listed in the back of this prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL  OFFENSE.
Prospectus dated August 14, 1995
    SUMMARY OF FUND EXPENSES      1
    GENERAL INFORMATION           2
    INVESTMENT INFORMATION        2
      Investment Objective         2
      Investment Policies          2
      Georgia Municipal
       Securities                 5
      Investment Risks             5
      Non-Diversification          5
      Investment Limitations       6
      Regulatory Compliance        6
    FUND INFORMATION              6
      Management of the Fund       6
      Distribution of Shares       7
      Administration of the Fund   7
      Expenses of the Fund         8
    NET ASSET VALUE               8
      Special Purchase Features    9
    HOW TO REDEEM SHARES          9
      Special Redemption Features 10
    ACCOUNT INFORMATION          11
      Dividends                   11
      Capital Gains               11
      Certificates and
       Confirmations             11
      Accounts With Low Balances  11
    SHAREHOLDER INFORMATION      11
      Voting Rights               11
      Massachusetts Partnership
       Law                       12
    TAX INFORMATION              12
      Federal Income Tax          12
      State and Local Taxes       13
    PERFORMANCE INFORMATION      13
    ADDRESSES                    14
     SUMMARY OF FUND EXPENSES
SHAREHOLDER TRANSACTION EXPENSES
     Maximum Sales Load Imposed on Purchases (as a percentage of offering
     price)                                                        None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of
offering price)                                                     None
Contingent Deferred Sales Charge (as a percentage of original
purchase price  or
              redemption proceeds, as applicable)                   None
Redemption Fee (as a percentage of amount redeemed, if applicable)
None
Exchange Fee                                                        None
ANNUAL FUND OPERATING EXPENSES*
(AS A PERCENTAGE OF PROJECTED AVERAGE NET ASSETS)
Management Fee (after waiver) (1)                                   0.00%
12b-1 Fee                                                           None
Total Other Expenses (after expense reimbursement)                 0.59%
      Shareholder Services Fee                                   0.25%
         Total Fund Operating Expenses (2)                          0.59%

     (1)The estimated management fee has been reduced to reflect the
         anticipated voluntary waiver of the management fee.  The adviser
         can terminate this voluntary waiver at any time at its sole
         discretion.  The maximum management fee is 0.50%.
     
     (2)The Total Fund Operating Expenses are estimated to be 5.46% absent
         the anticipated voluntary waiver of the management fee and the
         anticipated voluntary reimbursement of certain other operating
         expenses.
     
     *Total Fund Operating Expenses are estimated based on average
     expenses expected to be incurred during the period ending October 31,
     1995.  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 "How to Purchase Shares" and "Trust
Information."  Wire-transferred redemptions of less than $5,000 may be
subject to additional fees.
              EXAMPLE                              1 year        3 years
     You would pay the following
     expenses on a $1,000 investment
     assuming (1) 5% annual return and
     (2) redemption at the end of each
     time period.                                   $6            $ 19
     
         THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
PAST OR FUTURE EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.  THIS EXAMPLE IS BASED ON ESTIMATED DATA FOR THE FUND'S FISCAL YEAR
ENDING OCTOBER 31, 1995.

     GENERAL INFORMATION
The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated September 1, 1989. The Declaration of Trust
permits the Trust to offer separate series of shares representing interests
in separate portfolios of securities. The Fund is designed for financial
institutions acting in an agency or fiduciary capacity as a convenient
means of accumulating an interest in a professionally managed, non-
diversified portfolio investing primarily in short-term 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 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 and 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:
        o tax and revenue anticipation notes ("TRANs") issued to finance
          working capital needs in anticipation of receiving taxes or
          other revenues;
        o bond anticipation notes ("BANs") that are intended to be
          refinanced through a later issuance of longer-term bonds;
        o municipal commercial paper and other short-term notes;
        o variable rate demand notes;
        o municipal bonds (including bonds having serial maturities and
          pre-refunded bonds) and leases; and
        o participation, trust and partnership interests in any of the
          foregoing obligations.
          Variable Rate Demand Notes. Variable rate demand notes are long-
          term debt instruments that have variable or floating interest
          rates and provide the Fund with the right to tender the security
          for repurchase at its stated principal amount plus accrued
          interest. Such securities typically bear interest at a rate that
          is intended to cause the securities to trade at par. The
          interest rate may float or be adjusted at regular intervals
          (ranging from daily to annually), and is normally based on a
          published interest rate or interest rate index. Most variable
          rate demand notes allow the Fund to demand the repurchase of the
          security on not more than seven days prior notice. Other notes
          only permit the Fund to tender the security at the time of each
          interest rate adjustment or at other fixed intervals. See
          "Demand Features." The Fund treats variable rate demand notes as
          maturing on the later of the date of the next interest rate
          adjustment or the date on which the Fund may next tender the
          security for repurchase.
          Participation Interests.  The Fund may purchase interests in
          Georgia Municipal Securities from financial institutions such as
          commercial and investment banks, savings and loan associations,
          and insurance companies. These interests may take the form of
          participations, beneficial interests in a trust, partnership
          interests or any other form of indirect ownership that allows
          the Fund to treat the income from the investment as exempt from
          federal income tax. The Fund invests in these participation
          interests in order to obtain credit enhancement or demand
          features that would not be available through direct ownership of
          the underlying 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.
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."
Credit Enhancement.  Certain of the Fund's acceptable investments may be
credit enhanced by a guaranty, letter of credit, or insurance. The Fund
typically evaluates the credit quality and ratings of credit-enhanced
securities based upon the financial condition and ratings of the party
providing the credit enhancement (the "credit enhancer"), rather than the
issuer. However, credit-enhanced securities will not be treated as having
been issued by the credit enhancer for diversification purposes, unless the
Fund has invested more than 10% of its assets in securities issued,
guaranteed or otherwise credit enhanced by the credit enhancer, in which
case the securities will be treated as having been issued by both the
issuer and the credit enhancer. The bankruptcy, receivership, or default of
the credit enhancer will adversely affect the quality and marketability of
the underlying security.
Demand Features.  The Fund may acquire securities that are subject to puts
and standby commitments ("demand features") to purchase the securities at
their principal amount (usually with accrued interest) within a fixed
period (usually seven days) following a demand by the Fund. The demand
feature may be issued by the issuer of the underlying securities, a dealer
in the securities, or by another third party, and may not be transferred
separately from the underlying security. The Fund uses these arrangements
to provide the Fund with liquidity and not to protect against changes in
the market value of the underlying securities. The bankruptcy,
receivership, or default by the issuer of the demand feature, or a default
on the underlying security or other event that terminates the demand
feature before its exercise, will adversely affect the liquidity of the
underlying security. Demand features that are exercisable even after a
payment default on the underlying security may be treated as a form of
credit enhancement.
When-Issued and Delayed Delivery Transactions.  The Fund may purchase
securities on a when-issued or delayed delivery basis. These transactions
are arrangements in which the Fund purchases securities with payment and
delivery scheduled for a future time. The seller's failure to complete
these transactions  may cause the Fund to miss a price or yield considered
to be advantageous. Settlement dates may be a month or more after entering
into these transactions, and the market values of the securities purchased
may vary from the purchase prices. Accordingly, the Fund may pay more or
less than the market value of the securities on the settlement date.
The Fund may dispose of a commitment prior to settlement if the adviser
deems it appropriate to do so. In addition, the Fund may enter into
transactions to sell its purchase commitments to third parties at current
market values and simultaneously acquire other commitments to purchase
similar securities at later dates. The Fund may realize short-term profits
or losses upon the sale of such commitments.
Restricted and Illiquid Securities. The Fund may invest in restricted
securities. Restricted securities are any securities in which the Fund may
invest pursuant to its investment objective and policies but which are
subject to restrictions on resale under federal securities laws. Under
criteria established by the Trustees, certain restricted securities are
determined to be liquid. To the extent that restricted securities are not
determined to be liquid, the Fund will limit their purchase, together with
other illiquid securities, to 10% of its net assets.
Temporary Investments.  From time to time, when the investment adviser
determines that market conditions call for a temporary defensive posture,
the Fund may invest in tax-exempt or taxable securities such as:
obligations issued by or on behalf of municipal or corporate issuers having
the same quality characteristics as described above; obligations issued or
guaranteed by the U.S. government, its agencies, or instrumentalities;
instruments issued by a U.S. branch of a domestic bank or other deposit
institution having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment; and repurchase agreements
(arrangements in which the organization selling the Fund a temporary
investment agrees at the time of sale to repurchase it at a mutually agreed
upon time and price).
Although the Fund is permitted to make taxable, temporary investments,
there is no current intention to do so. However, the interest from certain
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. This investment
limitation cannot be changed without shareholder approval.
     REGULATORY COMPLIANCE
The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in
this prospectus and its Statement of Additional Information, in order to
comply with applicable laws and regulations, including the provisions of
and regulations under the Investment Company Act of 1940, as amended. In
particular, the Fund will comply with the various requirements of Rule 2a-
7, which regulates money market mutual funds. The Fund will determine the
effective maturity of its investments, as well as its ability to consider a
security as having received the requisite short-term ratings by NRSROs,
according to Rule 2a-7. The Fund may change these operational policies to
reflect changes in the laws and regulations without the approval of its
shareholders.
     FUND INFORMATION
     MANAGEMENT OF THE FUND
Board of  Trustees.  The Trust is managed by a Board of Trustees. The
Trustees are responsible for managing the Fund's business affairs and for
exercising all the Trust's powers except those reserved for the
shareholders. An Executive Committee of the Board of Trustees  handles the
Board's responsibilities between meetings of the Board.
Investment Adviser. Investment decisions for the Fund are made by Federated
Management, the Fund's investment adviser, subject to direction by the
Trustees. The adviser continually conducts investment research and
supervision for the Fund and is responsible for the purchase and sale of
portfolio instruments.
          Advisory Fees.  The adviser receives an annual investment
          advisory fee equal to 0.50 of 1% of the Fund's average daily net
          assets. The adviser has undertaken to reimburse the Fund up to
          the amount of the advisory fee for operating expenses in excess
          of limitations established by certain states. The adviser also
          may voluntarily choose to waive a portion of its fee or
          reimburse other expenses of the Fund, but reserves the right to
          terminate such waiver or reimbursement at any time at its sole
          discretion.
          Adviser's Background.  Federated Management, a Delaware business
          trust, organized on April 11, 1989,  is a registered investment
          adviser under the Investment Advisers Act of 1940. It is a
          subsidiary of Federated Investors. All of the Class A (voting)
          shares of Federated Investors are owned by a trust, the trustees
          of which are John F. Donahue, Chairman and Trustee of Federated
          Investors, Mr. Donahue's wife, and Mr. Donahue's son, J.
          Christopher Donahue, who is President and Trustee of Federated
          Investors.
          Federated Management and other subsidiaries of Federated
          Investors serve as investment advisers to a number of investment
          companies and private accounts. Certain other subsidiaries also
          provide administrative services to a number of investment
          companies. Total assets under management or administration by
          these and other subsidiaries of Federated Investors are
          approximately $70 billion. Federated Investors, which was
          founded in 1956 as Federated Investors, Inc., develops and
          manages mutual funds primarily for the financial industry.
          Federated Investors' track record of competitive performance and
          its disciplined, risk averse investment philosophy serve
          approximately 3,500 client institutions nationwide. Through
          these same client institutions, individual shareholders also
          have access to this same level of investment expertise.
     DISTRIBUTION OF SHARES
Federated Securities Corp. is the principal distributor for shares of the
Fund. It is a Pennsylvania corporation organized on November 14, 1969, and
is the principal distributor for a number of investment companies.
Federated Securities Corp. is a subsidiary of Federated Investors.
State securities laws may require certain financial institutions such as
depository institutions to register as dealers.
Shareholder Services Plan.  The Fund has adopted a Shareholder Services
Plan (the "Services Plan") under which it will pay Federated Shareholder
Services, a subsidiary of Federated Investors, an amount not exceeding 0.25
of 1% of the average daily net asset value of the Fund to provide personal
services and/or maintenance of shareholder accounts to the Fund and its
shareholders. From time to time and for such periods as deemed appropriate,
the amount stated above may be reduced voluntarily.
Federated Shareholder Services may elect to pay financial institutions fees
based upon shares owned by their clients or customers for services provided
to those clients or customers. The schedules of such fees and the basis
upon which such fees will be paid will be determined from time to time by
Federated Shareholder Services.
Other 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:
            Maximum Fee             Average Aggregate Daily Net Assets
            .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
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.
Average aggregate daily net assets include those of all mutual funds
advised by affiliates of Federated Investors. Federated Administrative
Services may choose voluntarily to waive a portion of its fee.
Custodian.  State Street Bank and Trust Company, Boston, MA, is custodian
for the securities and cash of the Fund.
Transfer Agent and Dividend Disbursing Agent.  Federated Services Company,
Pittsburgh, PA, is transfer agent for the shares of, and dividend
disbursing agent for, the Fund. Federated Services Company is a subsidiary
of Federated Investors.
Independent Public Accountants.  The independent public accountants for the
Fund are Arthur Andersen LLP, Pittsburgh, PA.
     EXPENSES OF THE FUND
The Fund pays all of its own expenses and its allocable share of Trust
expenses. These expenses include, but are not limited to the cost of:
organizing the Trust and continuing its existence; Trustees' fees;
investment advisory and administrative services; printing prospectuses and
other documents for shareholders; registering the Trust, the Fund, and
shares of the Fund; taxes and commissions; issuing, purchasing,
repurchasing and redeeming shares; fees for custodians, transfer agents,
dividend disbursing agents, shareholder servicing agents, and registrars;
printing, mailing, auditing, accounting, and legal expenses; reports to
shareholders and government agencies; meetings of Trustees and shareholders
and proxy solicitations therefore; insurance premiums; association
membership dues; and such non-recurring and extraordinary items as may
arise.
     NET ASSET VALUE
The Fund attempts to stabilize the net asset value of its shares at $1.00
by valuing the portfolio securities using the amortized cost method. The
net asset value per share is determined by subtracting total liabilities
from total assets and dividing the remainder by the number of shares
outstanding. The Fund cannot guarantee that its net asset value will always
remain at $1.00 per share.
The net asset value is determined at 12:00 noon, 1:00 p.m. (Eastern time),
and as of the close of trading (normally 4:00 p.m., Eastern time) on the
New York Stock Exchange, 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 and the Federal Reserve Wire System are 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. (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.
Purchasing Shares By Check.  Shares may be purchased by sending a check
made payable to: Georgia Municipal Cash Trust 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
(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 will include that day's dividends but will be wired the following
business day. 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 together with properly endorsed certificates, if issued,
to: Federated Services Company, P.O. Box 8600, Boston, MA 02266-8600.  The
written request should state: Georgia Municipal Cash Trust; the account
name as registered with the Fund; the account number; and the number of
shares to be redeemed or the dollar amount requested. All owners of the
account must sign the request exactly as the shares are registered. Any
share certificates should be sent by registered or certified mail with the
written request. Normally, a check for the proceeds is mailed within one
business day, but in no event more than seven days, after receipt of a
proper written redemption request. Dividends are paid up to and including
the day that a redemption request is processed.
Shareholders requesting a redemption of $50,000 or more, a redemption of
any amount to be sent to an address other than that on record with the Fund
or a redemption payable other than to the shareholder of record must have
their signatures guaranteed by: a commercial or savings bank, trust company
or savings and loan association whose deposits are insured by an
organization which is administered by the Federal Deposit Insurance
Corporation; a member of a domestic stock exchange; or any other "eligible
guarantor institution," as defined in the Securities Exchange Act of 1934.
The Fund does not accept signatures guaranteed by a notary public.
     SPECIAL REDEMPTION FEATURES
Check Writing.  Upon request, a checking account will be established to
allow shareholders to redeem their Fund shares. A fee will be charged for
this service. The check writing service allows the shareholder to receive
the daily dividend declared on the shares to be redeemed until the check is
presented to State Street Bank for payment. However, checks should never be
made payable or sent to State Street Bank or the Fund to redeem shares, and
a check may not be written to close an account. Canceled checks are sent to
the shareholder each month.
Debit Card.  Upon request, a debit account will be established. This
account allows shareholders to redeem shares by using a debit card. A fee
will be charged to the account for this service.
Systematic Withdrawal Program.  If a shareholder's account has a value of
at least $10,000, a systematic withdrawal program may be established
whereby automatic redemptions are made from the account and transferred
electronically to any commercial bank, savings bank, or credit union that
is an ACH member. Shareholders may apply for participation in this program
through their financial institution or the Fund.
     ACCOUNT INFORMATION
     DIVIDENDS
Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund.
     CAPITAL GAINS
The Fund does not expect to realize any capital gains or losses. If capital
gains or losses were to occur, they could result in an increase or decrease
in dividends. The Fund will distribute in cash or additional shares any
realized net long-term capital gains at least once every 12 months.
     CERTIFICATES AND CONFIRMATIONS
As transfer agent for the Fund, Federated Services Company maintains a
share account for each shareholder. Share certificates are not issued
unless requested by contacting the Fund or Federated Services Company in
writing. Monthly confirmations are sent to report transactions such as all
purchases and redemptions as well as dividends paid during the month.
     ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, if an
account balance falls below $10,000 due to shareholder redemptions, the
Fund may redeem all of the remaining shares in that account and pay the
proceeds to the shareholder. Before shares are redeemed to close an
account, the shareholder will be notified in writing and allowed 30 days to
purchase additional shares to meet the minimum requirement.
     SHAREHOLDER INFORMATION
     VOTING RIGHTS
Each share of the Fund gives the shareholder one vote in Trustee elections
and other matters submitted to shareholders for vote. All shares of each
portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio, only shares of that portfolio are
entitled to vote. As a Massachusetts business trust, the Trust is not
required to hold annual shareholder meetings. Shareholder approval will be
sought only for certain changes in the Trust's or the Fund's operation and
for the election of Trustees under certain circumstances.
Trustees may be removed by the Trustees or by shareholders at a special
meeting. A special meeting of the shareholders for this purpose shall be
called by the Trustees upon the written request of shareholders owning at
least 10% of the outstanding shares of the Trust.
     MASSACHUSETTS PARTNERSHIP LAW
Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of the Trust. To protect
its shareholders, the Trust has filed legal documents with Massachusetts
that expressly disclaim the liability of its shareholders for acts or
obligations of the Trust. These documents require notice of this disclaimer
to be given in each agreement, obligation, or instrument the Trust or its
Trustees enter into or sign.
In the unlikely event a shareholder is held personally liable for the
Trust's obligations, the Trust is required by the Declaration of Trust to
use its property to protect or compensate the shareholder. On request, the
Trust will defend any claim made and pay any judgment against a shareholder
for any act or obligation of the Trust. Therefore, financial loss resulting
from liability as a shareholder will occur only if the Trust itself cannot
meet its obligations to indemnify shareholders and pay judgments against
them.
     TAX INFORMATION
     FEDERAL INCOME TAX
The Fund will pay no federal income tax because it expects to meet
requirements of the Internal Revenue Code applicable to regulated
investment companies and to receive the special tax treatment afforded to
such companies.
The Fund will be treated as a single, separate entity for federal income
tax purposes so that income (including capital gains) and losses realized
by the Trust's other portfolios will not be combined for tax purposes with
those realized by the Fund.
Shareholders are not required to pay the federal regular income tax on any
dividends received from the Fund that represent net interest on tax-exempt
municipal bonds. However, under the Tax Reform Act of 1986, dividends
representing net interest earned on certain "private activity" bonds issued
after August 7, 1986, may be included in calculating the federal individual
alternative minimum tax or the federal alternative minimum tax for
corporations. The Fund may purchase all types of municipal bonds, including
private activity bonds.
The alternative minimum tax applies when it exceeds the regular tax for the
taxable year. Alternative minimum taxable income is equal to the regular
taxable income of the taxpayer increased by certain "tax preference" items
not included in regular taxable income and reduced by only a portion of the
deductions allowed in the calculation of the regular tax.
Dividends of the Fund representing net interest income earned on some
temporary investments and any realized net short-term gains are taxed as
ordinary income.
These tax consequences apply whether dividends are received in cash or as
additional shares.
     STATE AND LOCAL TAXES
Income from the Fund is not necessarily free from taxes in states other
than 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 $100 in value of the shares held on January 1 of each year.
     PERFORMANCE INFORMATION
From time to time, the Fund advertises its yield, effective yield, and tax-
equivalent yield.
Yield represents the annualized rate of income earned on an investment over
a seven-day period. It is the annualized dividends earned during the period
on an investment shown as a percentage of the investment. The effective
yield is calculated similarly to the yield, but when annualized, the income
earned by an investment is assumed to be reinvested daily. The effective
yield will be slightly higher than the yield because of the compounding
effect of this assumed reinvestment. The tax-equivalent yield is calculated
similarly to the yield, but is adjusted to reflect the taxable yield that
would have to be earned to equal the Fund's tax exempt yield, assuming a
specific tax rate.
Advertisements and sales literature may also refer to total return. Total
return represents the change, over a specified period of time, in the value
of an investment in the Fund after reinvesting all income distributions. It
is calculated by dividing that change by the initial investment and is
expressed as a percentage.
From time to time, advertisements for the Fund may refer to ratings,
rankings, and other information in certain financial publications and/or
compare the Fund's performance to certain indices.
ADDRESSES
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 Trust Company P.O. Box 8600
                                   Boston, MA  02266-8600

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

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


                                             
                                             
                                             Georgia Municipal Cash Trust
                                             
                                           PROSPECTUS
                                             
                                           A Non-Diversified Portfolio of
                                           Federated Municipal Trust, an Open-
                                           End Management Investment Company
                                              
                                           Prospectus dated August 14, 1995
     


    FEDERATED SECURITIES CORP.

    Distributor
    A subsidiary of Federated
    Investors
    Federated Investors Tower
    Pittsburgh, PA  15222-3779
    
    Product Code (date)




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 August 14, 1995.
    This Statement is not a prospectus.  To receive a copy of a
    prospectus, write or call the Fund.
    
    FEDERATED INVESTORS TOWER
    PITTSBURGH, PA 15222-3779
    
    Statement dated August 14, 1995
   
Federated Securities Corp.
    Distributor
    A subsidiary of Federated Investors
    
Investment Policies                 1
Acceptable Investments              1
Participation Interests             1
Municipal Leases                    1
When-Issued and Delayed Delivery
Transactions                        1
Repurchase Agreements               1
Georgia Investment Risks            2
Investment Limitations              2
Brokerage Transactions              4
Federated Municipal Trust
Management                          4
Officers and Trustees               4
The Funds                           8
Share Ownership                     8
Trustees Compensation               9
Trustee Liability                   9
Investment Adviser                  10
Advisory Fees                       10
Fund Administration                 10
Shareholder Services Plan           10
Determining Net Asset Value         11
Redemption in Kind                  11
The Fund's Tax Status               11
Performance Information             11
Yield                               11
Effective Yield                     12
Tax-Equivalent Yield                12
Tax-Equivalency Table               12
Total Return                        13
Performance Comparisons             13
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.
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.
GEORGIA INVESTMENT RISKS
Georgia's current ratings of AA+ by Standard & Poor's Ratings Group, AAA by
Fitch Investors Service, Inc., and Aaa by Moody's Investors Service, Inc.
reflects the state's positive economic trends, conservative financial
management, improved financial position, and low debt burden.  The state's
recovery from the recent economic recession has been steady; the rate of
recovery is better than regional trends, albeit half the rate of earlier
recoveries.  While this recovery does not meet the explosive patterns set
in past cycles, recent state data reveals that Georgia ranks among the top
five states in the nation in employment and total population growth.
Stronger economic trends and conservative revenue forecasting resulted in
the continuation of improved financial results for the fiscal year ended
June 30, 1994.  The state's general fund closed fiscal 1994 with a total
fund balance position of $480.6 million, of which $249.5 million was in the
revenue shortfall reserve fund (3% of revenues), marking the second
consecutive year of build-up in that reserve.  The mid-year adjustment
reserve was fully funded at $89.1 million.
The state's adopted budget for fiscal 1995 called for an increase in state
spending to $9.8 billion, up 6.5% from the prior period.  Estimating that
economic growth will be in the 6%-8% range for the second straight year,
the budget report forecasted general fund revenues to grow to $9.4 billion,
an increase of $490.0 million, or 5.5% above actual fiscal 1994 levels.
Sales and income taxes account for the majority of that increase, despite a
$100 million cut in personal income taxes.  Additional revenues provided by
lottery proceeds ($240 million) and indigent-care trust fund monies support
the remaining spending.  Revenues for the first three months of the current
year are running nearly 8.4% above fiscal 1994 levels.  Most of the
increase is attributable to the growth in personal and corporate income and
sales taxes.  As a result, the state anticipates that fiscal 1995 will once
again produce positive financial results.
Except for the major building projects necessary for the 1996 Summer
Olympics, it appears unlikely that areas in and around metropolitan Atlanta
will experience the building construction rates of the mid to late 1980's.
It further appears that many of Georgia's other cities are poised to
participate in the recovery that inevitably will take place.
The Fund's concentration 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 measure or to facilitate management
of the portfolio by enabling the Fund to meet redemption requests when the
liquidation of portfolio securities is deemed to be inconvenient or
disadvantageous.  The Fund will not purchase any securities while
borrowings in excess of 5% of the value of its total assets are
outstanding.
PLEDGING ASSETS
The Fund will not mortgage, pledge, or hypothecate any assets except as
necessary to secure permitted borrowings.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets, except that it may purchase or
hold portfolio securities permitted by its investment objective, policies,
and limitations, or 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 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 does not intend to borrow money or pledge securities in excess of
5% of the value of its net assets during the  coming fiscal year.
BROKERAGE TRANSACTIONS
When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the adviser looks for prompt execution of the order
at a favorable price.  In working with dealers, the adviser will generally
use those who are recognized dealers in specific portfolio instruments,
except when a better price and execution of the order can be obtained
elsewhere.  The adviser makes decisions on portfolio transactions and
selects brokers and dealers subject to guidelines established by the Board
of Trustees.  The adviser may select brokers and dealers who offer
brokerage and research services.  These services may be furnished directly
to the Fund or to the adviser and may include:  advice as to the
advisability of investing in securities; security analysis and reports;
economic studies; industry studies; receipt of quotations for portfolio
evaluations; and similar services.  Research services provided by brokers
and dealers may be used by the adviser or its affiliates in advising the
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.
Although investment decisions for the Fund are made independently from
those of the other accounts managed by the adviser, investments of the type
the Fund may make may also be made by those other accounts.  When the Fund
and one or more other accounts managed by the adviser are prepared to
invest in, or desire to dispose of, the same security, available
investments or opportunities for sales will be allocated in a manner
believed by the adviser to be equitable to each.  In some cases, this
procedure may adversely affect the price paid or received by the Fund or
the size of the position obtained or disposed of by the Fund.  In other
cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Fund.
FEDERATED MUNICIPAL TRUST MANAGEMENT
OFFICERS AND TRUSTEES
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.; Chairman, Passport Research, Ltd.; Director, AEtna Life and
Casualty Company; Chief Executive Officer and Director, Trustee, or
Managing General Partner of the Funds. Mr. Donahue is the father of J.
Christopher Donahue, Vice President of the Trust.

Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Trustee
th
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
Couns
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
70 Westcliff Road
Westin, MA
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; Partner, Henny, Kochuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee,
or Managing General Partner of the Funds; formerly, Vice Chairman, Horizon
Financial, F.A.

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

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate:  September 14, 1925
Trustee
Professor, Foreign Policy and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer
Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho Slovak
Management Center; Director, Trustee, or Managing General Partner of the
Funds; President Emeritus, University of Pittsburgh; formerly, Chairman,
National Advisory Council for Environmental Policy and Technology.

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  July 21, 1935
Trustee
Public relations/marketing consultant; Director, Trustee, or Managing
General Partner of the Funds.

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp.; President, Passport Research, Ltd.; Trustee, Federated
Administrative Services, Federated Services Company, and Federated
Shareholder Services; President or Vice President of the Funds; Director,
Trustee, or Managing General Partner of some of the Funds. Mr. Donahue is
the son of John F. Donahue, Chairman and Trustee of the Trust.

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

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

John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Vice President and Secretary
Sharehol
Shareholder Services; Executive Vice President and Director, Federated
Securities Corp.; Vice President and Secretary of the Funds.

*     This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940, as amended.
@     Member of the Executive Committee. The Executive Committee of the
Board of Trustees handles the responsibilities of the Board of Trustees
between meetings of the Board.
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; Cash Trust Series
II; Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones & Co.
Daily Passport Cash Trust; Federated ARMs Fund; Federated Exchange Fund,
Ltd.; Federated GNMA Trust; Federated Government Trust; Federated Growth
Trust; Federated High Yield Trust; Federated Income Securities Trust;
Federated Income Trust; Federated Index Trust; Federated Institutional
Trust; Federated Intermediate Government Trust; Federated Master Trust;
Federated Municipal Trust; Federated Short-Intermediate Government Trust;
Federated Short-Term U.S. Government Trust; Federated Stock Trust;
Federated Tax-Free Trust; Federated U.S. Government Bond Fund; First
Priority Funds; Fixed Income Securities, Inc.; Fortress Adjustable Rate
U.S. Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress
Utility Fund, Inc.; Fund for U.S. Government Securities, Inc.; Government
Income Securities, Inc.; High Yield Cash Trust; Insight Institutional
Series, Inc.; Insurance Management Series; Intermediate Municipal Trust;
International Series, Inc.; Investment Series Funds, Inc.; Investment
Series Trust; Liberty Equity Income Fund, Inc.; Liberty High Income Bond
Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty U.S.
Government Money Market Trust; Liberty Term Trust, Inc. - 1999; Liberty
Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust;  Money Market
Management, Inc.; Money Market Obligations Trust; Money Market Trust;
Municipal Securities Income Trust; Newpoint Funds; 111 Corcoran Funds;
Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The Shawmut
Funds; Short-Term Municipal Trust; Star Funds; The Starburst Funds; The
Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark Funds; Trust For
Government Cash Reserves; Trust for Short-Term U.S. Government Securities;
Trust for U.S. Treasury Obligations; The Virtus Funds; and World Investment
Series, Inc.
SHARE OWNERSHIP
Officers and Trustees as a group own less than 1% of the Fund's outstanding
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                       69 other investment companies in 
                                           the Fund Complex

Thomas G. Bigley,          $ 719.00        $ 24,991 for the Trust and
Trustee                                    50 other investment companies in 
                                           the Fund Complex

John T. Conroy, Jr.,       $ 4,757.00      $ 136,100 for the Trust and
Trustee                                    65 other investment companies in 
                                           the Fund Complex

William J. Copeland,       $ 4,757.00      $ 136,100 for the Trust and
Trustee                                    65 other investment companies in 
                                           the Fund Complex

James E. Dowd,             $ 4,757.00       $ 136,100 for the Trust and
Trustee                                     65 other investment companies in 
                                            the Fund Complex

Lawrence D. Ellis, M.D.,    $ 4,308.00     $ 123,600 for the Trust and
Trustee                                    65 other investment companies in 
                                           the Fund Complex

Edward L. Flaherty, Jr.,    $ 4,757.00     $ 136,100 for the Trust and
Trustee                                    65 other investment companies in 
                                           the Fund Complex

Glen R. Johnson,           $ -0-           $ -0- for the Trust and
President and Trustee                      9 other investment companies in 
                                           the Fund Complex

Peter E. Madden,            $ 4,308.00     $ 104,880 for the Trust and
Trustee                                    65 other investment companies in 
                                           the Fund Complex

Gregor F. Meyer,           $ 4,308.00      $ 123,600 for the Trust and
Trustee                                    65 other investment companies in 
                                           the Fund Complex

Wesley W. Posvar,          $ 4,308.00      $ 123,600 for the Trust and
Trustee                                    65 other investment companies in 
                                           the Fund Complex

Marjorie P. Smuts,         $ 4,308.00     $ 123,600 for the Trust and
Trustee                                   65 other investment companies in 
                                          the Fund Complex

*Information is furnished for the fiscal year ended October 31, 1994.
#The aggregate compensation is provided for the Trust which was comprised
of 13 portfolios at October 31, 1994.
+The information is provided for the last calendar year.
TRUSTEE LIABILITY
The Declaration of Trust provides that the Trustees will not be liable for
errors of judgment or mistakes of fact or law.  However, they are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.
INVESTMENT ADVISORY SERVICES
INVESTMENT ADVISER
The Fund's investment adviser is Federated Management.  It is a subsidiary
of Federated Investors.  All the voting securities of Federated Investors
are owned by a trust, the trustees of which are John F. Donahue, his wife
and his son, J. Christopher Donahue.
The adviser shall not be liable to the Trust, the Fund, or any shareholder
of the Fund for any losses that may be sustained in the purchase, holding,
or sale of any security or for anything done or omitted by it, except acts
or omissions involving willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties imposed upon it by its contract with the
Trust.
ADVISORY FEES
For its advisory services, Federated Management receives an annual
investment advisory fee as described in the prospectus.
STATE EXPENSE LIMITATIONS
The adviser has undertaken to comply with the expense limitations
established by certain states for investment companies whose shares are
registered for sale in those states.  If the Fund's normal operating
expenses (including the investment advisory fee, but not including
brokerage commissions, interest, taxes, and extraordinary expenses) exceed
2-1/2% per year of the first $30 million of average net assets, 2% per year
of the next $70 million of average net assets, and 1-1/2% per year of the
remaining average net assets, the adviser will reimburse the Fund for its
expenses over the limitation.
If the Fund's monthly projected operating expenses exceed this limitation,
the investment advisory fee paid will be reduced by the amount of the
excess, subject to an annual adjustment.  If the expense limitation is
exceeded, the amount to be reimbursed by the adviser will be limited, in
any single fiscal year, by the amount of the investment advisory fees.
This arrangement is not part of the advisory contract and may be amended or
rescinded in the future.
FUND ADMINISTRATION
Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
described in the prospectus. Dr. Henry J. Gailliot, an officer of Federated
Management, the adviser to the Fund, holds approximately 20% of the
outstanding common stock and serves as a director of Commercial Data
Services, Inc., a company which provides computer processing services to
Federated Administrative Services.
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.
SHAREHOLDER SERVICES PLAN
This arrangement permits the payment of fees to Federated Shareholder
Services and financial institutions to cause services to be provided which
are necessary for the maintenance of shareholder accounts and to encourage
personal services to shareholders by a representative who has knowledge of
the shareholder's particular circumstances and goals.  These activities and
services may include, but are not limited to: providing office space,
equipment, telephone facilities, and various clerical, supervisory,
computer, and other personnel as necessary or beneficial to establish and
maintain shareholder accounts and records; processing purchase and
redemption transactions and automatic investments of client account cash
balance; answering routine client inquiries; and assisting clients in
changing dividend options, account designations, and addresses.  By
adopting the Shareholder Services Plan, the Board of Trustees expects that
the Fund will benefit by: (1) providing personal services to shareholders;
(2) investing
shareholder assets with a minimum of delay and administrative detail;
(3) enhancing shareholder recordkeeping systems; and (4) responding
promptly to shareholders' requests and inquiries concerning their accounts.
DETERMINING NET ASSET VALUE
The Trustees have decided that the best method for determining the value of
portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization
of premium or accumulation of discount rather than at current market value.
Accordingly, neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the portfolio.
In periods of declining interest rates, the indicated daily yield on shares
of the Fund computed by dividing the annualized daily income on the Fund's
portfolio by the net asset value computed as above may tend to be higher
than a similar computation made by using a method of valuation based upon
market prices and estimates. In periods of rising interest rates, the
opposite may be true.
The Fund's use of the amortized cost method of valuing portfolio
instruments depends on its compliance with certain conditions in Rule 2a-7
(the "Rule") promulgated by the Securities and Exchange Commission under
the Investment Company Act of 1940. Under the Rule, the Trustees must
establish procedures reasonably designed to stabilize the net asset value
per share, as computed for purposes of distribution and redemption, at
$1.00 per share, taking into account current market conditions and the
Fund's investment objective. The procedures include monitoring the
relationship between the amortized cost value per share and the net asset
value per share based upon available indications of market value. The
Trustees will decide what, if any, steps should be taken if there is a
difference of more than 0.5 of 1% between the two values. The Trustees will
take any steps they consider appropriate (such as redemption in kind or
shortening the average portfolio maturity) to minimize any material
dilution or other unfair results arising from differences between the two
methods of determining net asset value.
REDEMPTION IN KIND
The Fund is obligated to redeem shares solely in cash up to $250,000 or 1%
of the Fund's net asset value, whichever is less, for any one shareholder
within a 90-day period.  Any redemption beyond this amount will also be in
cash unless the Trustees determine that further payments should be in kind.
In such cases, the Fund will pay all or a portion of the remainder of the
redemption in portfolio instruments valued in the same way as the Fund
determines net asset value. The portfolio instruments will be selected in a
manner that the Trustees deem fair and equitable.  Redemption in kind is
not as liquid as a cash redemption.  If redemption is made in kind,
shareholders who sell these securities could receive less than the
redemption value and could incur certain transaction costs.
THE FUND'S TAX STATUS
To qualify for the special tax treatment afforded to regulated investment
companies, the Fund must, among other  requirements:  derive at least 90%
of its gross income from dividends, interest, and gains from the sale of
securities; derive less than 30% of its gross income from the sale of
securities held less than three months; invest in securities within certain
statutory limits; and distribute to its shareholders at least 90% of its
net income earned during the year.
PERFORMANCE INFORMATION
Performance depends upon such variables as: portfolio quality; average
portfolio maturity; type of instruments in which the portfolio is invested;
changes in interest rates; changes in expenses; and the relative amount of
cash flow. To the extent that financial institutions and broker/dealers
charge fees in connection with services provided in conjunction with an
investment in shares of the Fund, the performance will be reduced for those
shareholders paying those fees.
YIELD
The yield is calculated based upon the seven days ending on the day of the
calculation, called the "base period." This yield is computed by:
determining the net change in the value of a hypothetical account with a
balance of one share at the beginning of the base period, with the net
change excluding capital changes but including the value of any additional
shares purchased with dividends earned from the original one share and all
dividends declared on the original and any purchased shares; dividing the
net change in the account's value by the value of the account at the
beginning of the base period to determine the base period return; and
multiplying the base period return by 365/7.
EFFECTIVE YIELD
The effective yield is calculated by compounding the unannualized base
period return by: adding 1 to the base period return; raising the sum to
the 365/7th power; and subtracting 1 from the result.
TAX-EQUIVALENT YIELD
The tax-equivalent yield of the Fund is calculated similarly to the yield
but is adjusted to reflect the taxable yield that the Fund would have had
to earn to equal its actual yield, assuming a 39.6% tax rate (the maximum
effective federal rate for individuals) and assuming that income is 100%
exempt.
TAX-EQUIVALENCY TABLE
A tax-equivalency table may be used in advertising and sales literature.
The interest earned by the municipal securities in the Fund's portfolio
generally remains free from federal regular income tax,* and is often free
from state and local taxes as well.  As the table below indicates, a "tax-
free" investment can be an attractive choice for investors, particularly in
times of narrow spreads between tax-free and taxable yields.
     
     
     TAXABLE YIELD EQUIVALENT FOR 1995
     
                                    State of 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.
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:

     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.
     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.
     MONEY, a monthly magazine, regularly ranks money market funds in
various categories based on the latest available seven-day effective
yield.

Product Code (date)


PART C.   OTHER INFORMATION.

Item 24.    Financial Statements and Exhibits:

            (a)   Financial Statements: (1, 2ab-13, Filed in Part A).
            (b)   Exhibits:
                   (1)  Copy of Declaration of Trust of the Registrant
                        (1);
                          (i) Conformed copy of Amendment No. 4, dated
                              September 1, 1989, to the Declaration of
                              Trust (7);
                         (ii)  Copy of Amendment No. 10, dated November
                              18, 1992, to the Declaration of Trust
                              (12);
                        (iii) Conformed copy of Amendment No. 12, dated
                              Nov. 22, 1993, to the Declaration of Trust
                              (17);
                         (iv) Conformed copy of Amendment No. 13, dated
                              February 24, 1994, to the Declaration of
                              Trust (17);
                          (v) Conformed copy of Amendment No. 14, dated
                              August 25, 1994 (20);
                   (2)  Copy of By-Laws of the Registrant (7);
                   (3)  Not applicable;
                   (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);
______________________
1.    Response is incorporated by reference to Registrant's Initial Registration
      Statement on Form N-1A filed on September 29, 1989 (File Nos. 33-31259 and
      811-5911).
7.    Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 6 on Form N-1A filed on November 6, 1990 (File Nos. 33-31259
      and 811-5911).
12.   Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 14 on Form N-1A filed on December 23, 1992 (File Nos. 33-
      31251 and 811-5911).
16.   Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 21 on Form N-1A filed on December 29, 1993 (File Nos. 33-
      31251 and 811-5911).
17.   Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 22 on Form N-1A filed on March 2, 1994 (File Nos. 33-31251
      and 811-5911).
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).
                        (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 Specimen Certificate for Georgia
                              Municipal Cash Trust; +
                   (5)  Copy of Investment Advisory Contract of the
                        Registrant (7);
                          (i)  Conformed copy of Exhibit G to Investment
                               Advisory Contract for Virginia Municipal
                               Cash Trust (18);
                         (ii)               Conformed copy of Exhibit H
                              to Investment Advisory Contract for
                              Alabama Municipal Cash Trust (19);
                        (iii)               Conformed copy of Exhibit I
                              to Investment Advisory Contract for North
                              Carolina Municipal Cash Trust (19);
                         (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)
______________________
 +    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).
17.   Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 22 on Form N-1A filed on March 2, 1994 (File Nos. 33-31251
      and 811-5911).
18.   Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 26 on Form N-1A filed on June 1, 1994 (File Nos. 33-31259
      and 811-5911).
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).
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).
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).
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).
                       (vii)               Conformed copy of Exhibit M
                              to the Investment Advisory Contract for
                              Florida Municipal Cash Trust; (22)
                       (viii)               Form of Exhibit O to the
                              Investment Advisory Contract for Michigan
                              Municipal Cash Trust; (25)
                        (ix)                Form of Exhibit N to the
                              Investment Advisory Contract for Georgia
                              Municipal Cash Trust; +
                  (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);
                          (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)
______________________
 +    All exhibits have been filed electronically.
 7.   Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 6 on Form N-1A filed on November 6, 1990 (File Nos. 33-31259
      and 811-5911).
19.   Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 28 on Form N-1A filed on June 28, 1994 (File Nos. 33-31259
      and 811-5911).
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).
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).
                          (x)               Form of Exhibit W to the
                              Distributor's Contract for Michigan
                              Municipal Cash Trust; (25)
                         (xi)               Form of Exhibit X to the
                              Distributor's Contract for Pennsylvania
                              Municipal Cash Trust- Institutional
                              Shares; (25)
                        (xii)               Form of Exhibit V to the
                              Distributor's Contract for Georgia
                              Municipal Cash Trust; +
                   (7)  Not applicable;
                   (8)    (i)  Conformed copy of Custodian Agreement
                        of the Registrant; (22)
                   (9)    (i)  Conformed copy of Transfer Agency
                               Agreement of the Registrant; (22)
                          (ii) Conformed copy of Sub-Transfer Agency
                              Agreement of the Registrant (Massachusetts
                              Municipal Cash Trust--BayFunds Shares
                              only)(15);
                         (iii) Conformed copy of Shareholder Services
                              Agreement of the Registrant (Massachusetts
                              Municipal Cash Trust--BayFunds Shares
                              only) (15);
                         (iv)  Conformed copy of Shareholder Services
                              Agreement of the Registrant; (22)
                         (v)   Conformed copy of Shareholder Services
                              Plan of the Registrant; (22)
                        (vi)   Conformed copy of Exhibit A to
                              Shareholder Services Plan for Virginia
                              Municipal Cash Trust-Institutional Service
                              Shares; (19)
                        (vii)  Conformed copy of Exhibit B to
                              Shareholder Services Plan for Maryland
                              Municipal Cash Trust; (18)
                        (viii) Form of Exhibit C to Shareholder Services
                              Plan for Florida Municipal Cash Trust
                              (24);
______________________
 +    All exhibits have been filed electronically.
15.   Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 18 on Form N-1A filed on October 1, 1993 (File Nos. 33-31259
      and 811-5911).
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).
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).
                        (ix)   Form of multiple class plan (To be filed
                              by Amendment);
                        (x)   Conformed copy of Administrative Services
                              Agreement of the Registrant; (22)
                  (10)  (i)   Copy of Opinion and Consent of Counsel as
                              to the legality of shares for Minnesota
                              Municipal Cash Trust (5);
                        (ii)  Copy of Opinion and Consent of Counsel as
                              to the legality of shares for New Jersey
                              Municipal Cash Trust (7);
                  (11)  Not applicable;
                  (12)  Not applicable;
                  (13)  Copy of Initial Capital Understanding (2);
                  (14)  Not applicable.
                  (15)    (i) Copy of Rule 12b-1 Plan of the Registrant (7);
                              Additional Exhibits to the Rule 12b-1 Plan and
                              Agreement have been executed to reflect the
                              coverage of subsequently created portfolios
                              and/or classes under these documents.  Because
                              these exhibits are substantially identical but
                              differ only as to the Fund name, dates, and any
                              other Fund - specific information, pursuant to
                              Rule 8b-31 of the Investment Company Act they
                              need not be filed.
______________________
 2.   Response is incorporated by reference to Registrant's Pre-Effective
      Amendment No. 1 on Form N-1A filed on October 31, 1989 (File Nos. 33-31259
      and 811-5911).
 5.   Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 3 on Form N-1A filed August 3, 1990 (File Nos. 33-31259 and
      811-5911).
 7.   Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 6 on Form N-1A filed on November 6, 1990 (File Nos. 33-31259
      and 811-5911).
18.   Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 26 on Form N-1A filed on June 1, 1994 (File Nos. 33-31259
      and 811-5911).
19.   Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 28 on Form N-1A filed on June 28, 1994 (File Nos. 33-31259
      and 811-5911).
22.   Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 32 on Form N-1A filed on December 28, 1994 (File Nos. 33-
      31259 and 811-5911).
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).
                         (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)
                  (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; (25)
                  (18)  Not Applicable;
                  (19)  Conformed copy of Power of Attorney (24);
______________________
 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-
      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).
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).
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).
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).

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

            None

Item 26.    Number of Holders of Securities:

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

            Alabama Municipal Cash Trust                  218
            California Municipal Cash Trust               433
            Connecticut Municipal Cash Trust
                  Institutional Service Shares            984
            Florida Municipal Cash Trust                  101
            Maryland Municipal Cash Trust                 216
            Massachusetts Municipal Cash Trust
                  Institutional Service Shares            272
                  BayFunds Shares                           3
            Minnesota Municipal Cash Trust
                  Cash Series Shares                    2,388
                  Institutional Shares                     46
            New Jersey Municipal Cash Trust
                  Institutional Service Shares            114
                  Institutional Shares                      7
            New York Municipal Cash Trust
                  Cash II Shares                          100
                  Institutional Service Shares            187
            North Carolina Municipal Cash Trust           278
            Ohio Municipal Cash Trust
                  Cash II Shares                          132
                  Institutional Shares                     53
            Pennsylvania Municipal Cash Trust
                  Cash Series Shares                      598
                  Institutional Service Shares            274
            Virginia Municipal Cash Trust
                  Institutional Shares                     20
                  Institutional Service Shares            502

Item 27.    Indemnification: (3.)


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 28.    Business and Other Connections of Investment Adviser:

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

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


Item 29.    Principal Underwriters:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

John B. Bohnet                 Vice President,                    --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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

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

Daniel T. Culbertson           Vice President,                    --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

Joseph L. Epstein              Vice President,                    --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Michael D. Fitzgerald          Vice President,
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

Craig S. Gonzales              Vice President,                    --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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

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

Stephen A. LaVersa             Vice President,                    --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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

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

Robert D. Oehlschlager         Vice President,
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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

John C. Shelar, Jr.            Vice President,                    --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

Jamie M. Teschner              Vice President,
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Paul A. Uhlman                 Vice President,                    --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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

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

      (c)   Not applicable.
Item 30.    Location of Accounts and Records:

Registrant                                Federated Investors Tower
                                          Pittsburgh, PA  15222-3779

Federated Services Company                Federated Investors Tower
("Transfer Agent, Dividend                Pittsburgh, PA  15222-3779
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.

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

            Registrant hereby undertakes to file a post-effective
            amendment on behalf of Georgia Municipal Cash Trust, using
            financial statements for Georgia Municipal Cash Trust, which
            need not be certified, within four to six months from the
            effective date of this Post-Effective Amendment No. 36.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, FEDERATED MUNICIPAL TRUST
has duly caused this Amendment to its Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized, in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 31st day of May, 1995.

FEDERATED MUNICIPAL TRUST

                  BY: /s/ G. Andrew Bonnewell
                  G. Andrew Bonnewell, Assistant Secretary
                  Attorney in Fact for John F. Donahue
                  May 31, 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/G. Andrew Bonnewell
    G. Andrew Bonnewell       Attorney In Fact           May 31, 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

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

Thomas G. Bigley*             Trustee

John T. Conroy, Jr.*          Trustee

William J. Copeland*          Trustee

James E. Dowd*                Trustee

Lawrence D. Ellis, M.D.*      Trustee

Edward L. Flaherty, Jr.*      Trustee

Peter E. Madden*              Trustee

Gregor F. Meyer*              Trustee

John E. Murray, Jr.*          Trustee

Wesley W. Posvar*             Trustee

Marjorie P. Smuts*            Trustee

* By Power of Attorney





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

FEDERATED MUNICIPAL TRUST
Georgia Municipal Cash Trust

Number                                                               Shares
_____                                                                 _____

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





THIS IS TO CERTIFY THAT                                     is the owner of





                                                     CUSIP (To be Supplied)


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

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

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

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




Dated:                    FEDERATED MUNICIPAL TRUST
Corporate Seal
(1989)
Massachusetts



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


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

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

      For value received__________ hereby sell, assign, and transfer unto

Please insert social security or other
identifying number of assignee

______________________________________


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

_____________________________________________________________________________

_____________________________________________________________________________

______________________________________________________________________ shares

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

irrevocably constitute and appoint __________________________________________

__________________________________________________________________   Attorney

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

power of substitution in the premises.



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


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



Page One

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

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

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

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


Page Two

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





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


EXHIBIT N
to the
Investment Advisory Contract

GEORGIA MUNICIPAL CASH TRUST

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

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

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

     Witness the due execution hereof this 1st day of June, 1995.


Attest:                                   FEDERATED MANAGEMENT



                                          By:
       John W. McGonigle                           William B. Dawson, III
           Secretary                              Executive Vice President


Attest:                                   FEDERATED MUNICIPAL TRUST



                                          By:
       S. Elliott Cohan                            J. Christopher Donahue
      Assistant Secretary                             Vice President




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


Exhibit V
to the
Distributor's Contract

FEDERATED MUNICIPAL TRUST

GEORGIA MUNICIPAL CASH TRUST


      The following provisions are hereby incorporated and made part of
the Distributor's Contract dated the 31st day of August, 1990, between
Federated Municipal Trust and Federated Securities Corp. with respect to
Classes of the Funds set forth above.

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

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

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

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

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

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

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

      Witness the due execution hereof this 1st day of June, 1995.


ATTEST:                             FEDERATED MUNICIPAL TRUST



                                    By:
       John W. McGonigle                        Glen R. Johnson
          Secretary                               President
(SEAL)


ATTEST:                             FEDERATED SECURITIES CORP.



                                    By:
         S. Elliott Cohan                       Edward C. Gonzales
           Secretary                          Executive Vice President
(SEAL)





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