FEDERATED MUNICIPAL TRUST
497, 1995-02-21
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ALABAMA MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
PROSPECTUS

The shares of Alabama Municipal Cash Trust (the "Fund") offered by this
prospectus represent interests in a non-diversified portfolio of Federated
Municipal Trust (the "Trust"), an open-end management investment company (a
mutual fund). The Fund invests in short-term Alabama municipal securities to
achieve current income exempt from federal regular income tax and the income
taxes imposed by the State of Alabama consistent with stability of principal.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE FUND
ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE
NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

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

The Fund has also filed a Statement of Additional Information dated February 28,
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 February 28, 1995

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

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

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

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
  Alabama Municipal Securities                                                 6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7
  Regulatory Compliance                                                        7

TRUST INFORMATION                                                              8
- ------------------------------------------------------

  Management of the Trust                                                      8
  Distribution of Shares                                                       8
  Administration of the Fund                                                   9

NET ASSET VALUE                                                               10
- ------------------------------------------------------

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

  Special Purchase Features                                                   11

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

  Special Redemption Features                                                 12

ACCOUNT INFORMATION                                                           13
- ------------------------------------------------------

  Dividends                                                                   13
  Capital Gains                                                               13
  Certificates and Confirmations                                              13
  Accounts With Low Balances                                                  13

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

  Voting Rights                                                               13
  Massachusetts Partnership Law                                               14

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  State and Local Taxes                                                       15

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

ADDRESSES                                                                     16
- ------------------------------------------------------

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

<TABLE>
<S>                                                                                             <C>        <C>
                                          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 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 (after waiver) (2)..............................................       0.24%
          Total Fund Operating Expenses (3)..............................................................       0.59%
</TABLE>

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

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

(3)  The Total Fund Operating Expenses in the table above are based on expenses
     expected during the fiscal year ending October 31, 1995. The Total Fund
     Operating Expenses were 0.36% for the fiscal year ended October 31, 1994
     and were 0.98% absent the voluntary waiver of the management fee and the
     voluntary reimbursement of certain other operating expenses.

     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Fund will bear, either
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "How to Purchase Shares" and "Trust Information." Wire-transferred
redemptions of less than $5,000 may be subject to additional fees.

<TABLE>
<CAPTION>
EXAMPLE                                                                  1 year     3 years    5 years    10 years
<S>                                                                     <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and
(2) redemption at the end of each time period.........................     $6         $19        $33        $74
</TABLE>

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


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

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for the period presented, is included in the Annual Report,
which is incorporated by reference. This table should be read in conjunction
with the Fund's financial statements and notes thereto, which may be obtained
free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                                                 PERIOD ENDED
                                                                                               OCTOBER 31, 1994*
<S>                                                                                          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                               $    1.00
- -------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------------------------
  Net investment income                                                                                 0.02
- -------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                 (0.02)
- -------------------------------------------------------------------------------------------          -------
NET ASSET VALUE, END OF PERIOD                                                                     $    1.00
- -------------------------------------------------------------------------------------------          -------
TOTAL RETURN**                                                                                          2.31%
- -------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------------------------
  Expenses                                                                                              0.36%(b)
- -------------------------------------------------------------------------------------------
  Net investment income                                                                                 2.67%(b)
- -------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (a)                                                                      0.62%(b)
- -------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                           $142,804
- -------------------------------------------------------------------------------------------
</TABLE>

  * Reflects operations for the period from December 3, 1993 (date of initial
    public investment) to October 31, 1994. For the period from November 29,
    1993 (start of business) to December 3, 1993 the Fund had no investment
    activity.

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

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

(b) Computed on an annualized basis.


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

The Trust was established as a Massachusetts Business Trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares representing interests in separate portfolios of
securities. The Fund is designed for financial institutions acting in an agency
or fiduciary capacity as a convenient means of accumulating an interest in a
professionally managed, non-diversified portfolio investing primarily in
short-term Alabama municipal securities. The Fund may not be a suitable
investment for retirement plans or for non-Alabama taxpayers because it invests
in municipal securities of Alabama. A minimum initial investment of $10,000 over
a 90-day period is required.

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

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

INVESTMENT OBJECTIVE

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

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of Alabama
municipal securities (as defined below) maturing in 13 months or less. As a
matter of investment policy, which cannot be changed without shareholder
approval, at least 80% of the Fund's annual interest income will be exempt from
federal regular income tax and Alabama state income tax or at least 80% of its
net assets will be invested in obligations, the interest income from which is
exempt from federal regular and Alabama state income tax. (Federal regular
income tax does not include the federal individual alternative minimum tax or
the federal alternative minimum tax for corporations.) The average maturity of
the securities in the Fund's portfolio, computed on a dollar-weighted basis,
will be 90 days or less. Unless indicated otherwise, the investment policies may
be changed by the Trustees without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.

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


("Alabama municipal securities"). Examples of Alabama municipal securities
include, but are not limited to:

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

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

     . municipal commercial paper and other short-term notes;

     . variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in Alabama
     municipal securities from financial institutions such as commercial and
     investment banks, savings 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 Alabama municipal
     securities.

MUNICIPAL LEASES. Municipal leases are obligations issued by state and local
governments or authorities to finance the acquisition of equipment and
facilities. They may take the form of a lease, an installment purchase contract,
a conditional sales contract, or a participation interest in any of the above.
Lease obligations may be subject to periodic appropriation.

RATINGS. The Alabama municipal 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 Alabama
municipal securities is subject to the federal alternative minimum tax.

ALABAMA MUNICIPAL SECURITIES

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

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

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

INVESTMENT RISKS

Yields on Alabama municipal securities depend on a variety of factors,
including: the general conditions of the short-term municipal note market and of
the municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of the Fund to achieve
its investment objective also depends on the continuing ability of the issuers
of Alabama municipal securities and participation interests, or the credit
enhancers of either, to meet their obligations for the payment of interest and
principal when due. In addition, from time to time, the supply of Alabama
municipal securities acceptable for purchase by the Fund could become limited.


The Fund may invest in Alabama municipal securities which are repayable out of
revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in these
Alabama municipal securities could involve an increased risk to the Fund should
any of these related projects or facilities experience financial difficulties.

Obligations of issuers of Alabama municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.

NON-DIVERSIFICATION

The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

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

INVESTMENT LIMITATIONS

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

REGULATORY COMPLIANCE

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

TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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

INVESTMENT ADVISER. Investment decisions for the Fund are made by Federated
Management, the Fund's investment adviser, subject to direction by the Trustees.
The adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase and sale of portfolio instruments.

     ADVISORY FEES.  The adviser receives an annual investment advisory fee
     equal to .50 of 1% of the Fund's average daily net assets. The adviser has
     undertaken to reimburse the Fund up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     The adviser also may voluntarily choose to waive a portion of its fee or
     reimburse other expenses of the Fund, but reserves the right to terminate
     such waiver or reimbursement at any time at its sole discretion.

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

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

DISTRIBUTION OF SHARES

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


SHAREHOLDER SERVICES PLAN. The Fund has adopted a Shareholder Services Plan (the
"Services Plan") under which it will pay Federated Shareholder Services, an
affiliate of Federated Investors, an amount not exceeding .25 of 1% of the
average daily net asset value of the Fund to provide personal services and/or
maintenance of shareholder accounts to the Fund and its shareholders. From time
to time and for such periods as deemed appropriate, the amount stated above may
be reduced voluntarily.

Federated Shareholder Services may elect to pay financial institutions fees
based upon shares owned by their clients or customers for services provided to
those clients or customers. The schedules of such fees and the basis upon which
such fees will be paid will be determined from time to time by Federated
Shareholder Services.

SHAREHOLDER SERVICING ARRANGEMENTS. The distributor may pay financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide certain services to shareholders. These
services may include, but are not limited to, distributing prospectuses and
other information, providing accounting assistance, and communicating or
facilitating purchases and redemptions of shares. Any fees paid for these
services by the distributor will be reimbursed by the adviser and not the Fund.

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

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

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:

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

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. 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.

INDEPENDENT PUBLIC ACCOUNTANTS. The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.

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

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: Alabama Municipal Cash Trust;
(Fund Number) (this number can be found on the account statement or by
contacting the Fund) Group Number or Order Number; Nominee or Institution Name;
and ABA Number 011000028. Shares cannot be purchased by wire on holidays when
wire transfers are restricted.

PURCHASING SHARES BY CHECK. Shares may be purchased by sending a check made
payable to Alabama Municipal Cash Trust to: Federated Services Company, c/o
State Street Bank and Trust Company, P.O. Box 8602, Boston, MA 02266-8602.
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, c/o State Street Bank and Trust Company, P.O. Box
8602, Boston, MA 02266-8602. The written request should state: Alabama 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.

As of January 10, 1995, Lynspen & Co., Birmingham, Alabama, owned 28.95% and
Hubco, Birmingham, Alabama, owned 39.14% of the voting securities of the Fund,
and, therefore, may, for certain purposes, be deemed to control the Fund and be
able to affect the outcome of certain matters presented for a vote of
shareholders.


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

ALABAMA TAXES. Under existing Alabama laws, distributions made by the Fund will
be not be subject to Alabama personal income taxes to the extent that such
distributions are attributable to interest earned on obligations that would be
exempt from Alabama personal income taxes if held directly by shareholders (such
as obligations of Alabama or its political subdivisions, of the United States or
of certain territories or possessions of the United States). Conversely, to the
extent that distributions made by the Fund are derived from other types of
obligations, such distributions will be subject to Alabama personal income
taxes.

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

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

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

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

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

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare its
performance to certain indices.

ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                                <C>
Alabama Municipal Cash Trust
                                                                                       Federated Investors Tower
                                                                                       Pittsburgh, PA 15222-3779
- -----------------------------------------------------------------------------------------------------------------------

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

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

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

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
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

ALABAMA MUNICIPAL
CASH TRUST
PROSPECTUS

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

Prospectus dated February 28, 1995



Logo
FEDERATED SECURITIES CORP.
Distributor
A subsidiary of FEDERATED INVESTORS

FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779

314229790
3090802A (2/95)




Alabama Municipal Cash Trust

(A Portfolio of Federated Municipal Trust)
Statement of Additional Information










    This Statement of Additional Information should
    be read with the prospectus of Alabama Municipal
    Cash Trust (the "Fund") dated February 28, 1995.
    This Statement is not a prospectus. To receive a
    copy of a prospectus, write or call the Fund.
    
    FEDERATED INVESTORS TOWER
    PITTSBURGH, PENNSYLVANIA 15222-3779
    
    Statement dated February 28, 1995
   
Federated
Securitie
s Corp.
Distr
ibuto
r
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
Alabama Investment Risks                2
Investment Limitations                  2
Brokerage Transactions                  4
Federated Municipal
Trust Management                        5
 Officers and Trustees                 5
 The Funds                             8
 Share Ownership                       9
 Trustees Compensation                 9
 Trustee Liability                    10
 Investment Adviser                   10
 Advisory Fees                        10
Fund Administration                    10
Shareholder Services
Plan                                   11
Determining Net Asset
Value                                  11
 Redemption in Kind                   11
 The Fund's Tax Status                11
Performance Information                12
 Yield                                12
 Effective Yield                      12
 Tax-Equivalent Yield                 12
 Tax-Equivalency Table                13
 Total Return                         13
 Performance
   Comparisons                         14

Investment Policies
Unless indicated otherwise, the policies described
below may be changed by the Trustees without
shareholder approval. Shareholders will be notified
before any material change in these policies becomes
effective.
Acceptable Investments
When determining whether a security presents minimal
credit risks, the investment adviser will consider the
creditworthiness of: the issuer of the security, the
issuer of any demand feature applicable to the
security, or any guarantor of either the security or
any demand feature.
Participation Interests
The financial institutions from which the Fund
purchases participation interests frequently provide
or secure from another financial institution
irrevocable letters of credit or guarantees and give
the Fund the right to demand payment of the principal
amounts of the participation interests plus accrued
interest on short notice (usually within seven days).
The municipal securities subject to the participation
interests are not limited to the Fund's maximum
maturity requirements so long as the participation
interests include the right to demand payment from the
issuers of those interests. By purchasing
participation interests having a seven day demand
feature, the Fund is buying a security meeting the
maturity and quality requirements of the Fund and also
is receiving the tax-free benefits of the underlying
securities.
Municipal Leases
The Fund may purchase municipal securities in the form
of participation interests that represent an undivided
proportional interest in lease payments by a
governmental or nonprofit entity. The lease payments
and other rights under the lease provide for and
secure payments on the certificates. Lease obligations
may be limited by municipal charter or the nature of
the appropriation for the lease. Furthermore, a lease
may provide that the participants cannot accelerate
lease obligations upon default. The participants would
only be able to enforce lease payments as they became
due. In the event of a default or failure of
appropriation, unless the participation interests are
credit enhanced, it is unlikely that the participants
would be able to obtain an acceptable substitute
source of payment.
In determining the liquidity of municipal lease
securities, the investment adviser, under the
authority delegated by the Trustees, will base its
determination on the following factors: whether the
lease can be terminated by the lessee; the potential
recovery, if any, from a sale of the leased property
upon termination of the lease; the lessee's general
credit strength (e.g., its debt, administrative,
economic and financial characteristics and prospects);
the likelihood that the lessee will discontinue
appropriating funding for the leased property because
the property is no longer deemed essential to its
operations (e.g., the potential for an "event of non-
appropriation"); and any credit enhancement or legal
recourse provided upon an event of non-appropriation
or other termination of the lease.
When-Issued And Delayed Delivery Transactions
These transactions are made to secure what is
considered to be an advantageous price or yield for
the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid
assets of the Fund sufficient to make payment for the
securities to be purchased are segregated on the
Fund's records at the trade date. These assets are
marked to market daily and are maintained until the
transaction has been settled. The Fund does not intend
to engage in when-issued and delayed delivery
transactions to an extent that would cause the
segregation of more than 20% of the total value of its
assets.
Repurchase Agreements
Certain securities in which the Fund invests may be
purchased pursuant to repurchase agreements.
Repurchase agreements are arrangements in which banks,
brokers/dealers, and other recognized financial
institutions sell securities to the Fund and agree at
the time of sale to repurchase them at a mutually
agreed upon time and price. To the extent that the
seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase
price on any sale of such securities. The Fund or its
custodian will take possession of the securities
subject to repurchase agreements, and these securities
will be marked to market daily. In the event that a
defaulting seller filed for bankruptcy or became
insolvent, disposition of such securities by the Fund
might be delayed pending court action. The Fund
believes that under the regular procedures normally in
effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Fund and allow
retention or disposition of such securities. The Fund
will only enter into repurchase agreements with banks
and other recognized financial institutions, such as
broker/dealers, which are deemed by the Fund's adviser
to be creditworthy pursuant to guidelines established
by the Trustees.
Alabama Investment Risks
The State of Alabama has experienced some
diversification of its economy primarily centered
around its metropolitan areas. Agriculture, once
dominant prior to World War II, gave way to the
manufacturing of textiles, chemicals, paper and
metals. Manufacturing comprises roughly 23% of
Alabama's non-agricultural employment, slightly higher
than the rest of the U.S. Other major non-agricultural
sectors include government (20%), wholesale and retail
trade (22%), and services including finance,
insurance, and real estate (24%). Over the last
decade, the economy has further diversified with the
addition of high-tech firms to the Huntsville area and
healthcare services in the Birmingham area. During the
1982 recession Alabama's unemployment rate climbed to
the double digits. However, the recent recession has
not been quite as severe to the Alabama economy. The
State's unemployment rate has reflected the national
trends and was recently below the national average
(6.5%, November 30, 1992). However, the signing of The
North American Free Trade Agreement could result in
job losses in some of Alabama's traditional industries
as Mexico offers a lower-cost environment.

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

The Fund's concentration in securities issued by the
State and its political subdivisions provides a
greater level of risk than a fund whose assets are
diversified across numerous states and municipal
issuers. The ability of the State or its
municipalities to meet their obligations will depend
on the availability of tax and other revenues;
economic, political, and demographic conditions within
the State; and the underlying fiscal condition of the
State, its counties, and its municipalities.
Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or
      purchase any securities on margin but may obtain
      such short-term credits as are necessary for the
      clearance of transactions.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities except
      that the Fund may borrow money directly or
      through reverse repurchase agreements in amounts
      up to one-third of the value of its total
      assets, including the amounts borrowed.
      The Fund will not borrow money or engage in
      reverse repurchase agreements for investment
      leverage, but rather as a temporary,
      extraordinary, or emergency measure or to
      facilitate management of the portfolio by
      enabling the Fund to meet redemption requests
      when the liquidation of portfolio securities is
      deemed to be inconvenient or disadvantageous.
      The Fund will not purchase any securities while
      borrowings in excess of 5% of the value of its
      total assets are outstanding.
   Pledging Assets
      The Fund will not mortgage, pledge, or
      hypothecate any assets except as necessary to
      secure permitted borrowings. In those cases, it
      may pledge assets having a market value not
      exceeding the lesser of the dollar amounts
      borrowed or 15% of the value of its total assets
      at the time of the pledge.
   Lending Cash or Securities
      The Fund will not lend any of its assets, except
      that it may acquire publicly or nonpublicly
      issued Alabama municipal securities or temporary
      investments or enter into repurchase agreements
      in accordance with its investment objective,
      policies, limitations, or Declaration of Trust.
   Investing in Commodities
      The Fund will not purchase or sell commodities,
      commodity contracts, or commodity futures
      contracts.
   Investing in Real Estate
      The Fund will not purchase or sell real estate,
      including limited partnership interests,
      although it may invest in securities of issuers
      whose business involves the purchase or sale of
      real estate or in securities which are secured
      by real estate or interests in real estate.
   Underwriting
      The Fund will not underwrite any issue of
      securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in
      connection with the sale of securities in
      accordance with its investment objective,
      policies, and limitations.
   Concentration of Investments
      The Fund will not purchase securities, if, as a
      result of such purchase 25% or more of the value
      of its total assets would be invested in any one
      industry, or in industrial development bonds or
      other securities, the interest upon which is
      paid from revenues of similar types of projects.
      However, the Fund may invest as temporary
      investments more than 25% of the value of its
      assets in cash or cash items, securities issued
      or guaranteed by the U.S. government, its
      agencies, or instrumentalities, or instruments
      secured by these money market instruments, such
      as repurchase agreements.
The above limitations cannot be changed without
shareholder approval. The following investment
limitations, however, may be changed by the Trustees
without shareholder approval. Shareholders will be
notified before any material change in these
limitations becomes effective.
   Investing in Restricted Securities
      The Fund will not invest more than 10% of its
      total assets in securities subject to
      restrictions on resale under the Securities Act
      of 1933.
   Investing in Illiquid Securities
      The Fund will not invest more than 10% of the
      value of its net assets in illiquid securities.
   Investing in Securities of Other Investment
   Companies
      The Fund will not purchase securities of other
      investment companies, except as part of a
      merger, consolidation, or other acquisition.
   Investing in New Issuers
      The Fund will not invest more than 5% of the
      value of its total assets in securities of
      issuers (including companies responsible for
      paying principal and interest on industrial
      development bonds) which have records of less
      than three years of continuous operations,
      including the operation of any predecessor.
   Investing for Control
      The Fund will not invest in securities of a
      company for the purpose of exercising control or
      management.
   Investing in Issuers Whose Securities Are Owned by
   Officers and Trustees of the Trust
      The Fund will not purchase or retain the
      securities of any issuer if the Officers and
      Trustees of the Trust or its investment adviser,
      owning individually more than .50 of 1% of the
      issuer's securities, together own more than 5%
      of the issuer's securities.
   Investing in Options
      The Fund will not invest in puts, calls,
      straddles, spreads, or any combination of them.
   Investing in Minerals
      The Fund will not purchase or sell interests in
      oil, gas, or other mineral exploration or
      development programs or leases, although it may
      purchase the securities of issuers which invest
      in or sponsor such programs.
For purposes of the above limitations, the Fund
considers certificates of deposit and demand and time
deposits issued by a U.S. branch of a domestic bank or
savings and loan having capital, surplus, and
undivided profits in excess of $100,000,000 at the
time of investment to be "cash items." Except with
respect to borrowing money, if a percentage limitation
is adhered to at the time of investment, a later
increase or decrease in percentage resulting from any
change in value or net assets will not result in a
violation of such limitation.
The Fund did not borrow money or pledge securities in
excess of 5% of the value of its net assets during the
last fiscal year and has no present intent to do so
during the coming fiscal year.
Brokerage Transactions
When selecting brokers and dealers to handle the
purchase and sale of portfolio instruments, the
adviser looks for prompt execution of the order at a
favorable price. In working with dealers, the adviser
will generally use those who are recognized dealers in
specific portfolio instruments, except when a better
price and execution of the order can be obtained
elsewhere. The adviser makes decisions on portfolio
transactions and selects brokers and dealers subject
to guidelines established by the Trustees. The adviser
may select brokers and dealers who offer brokerage and
research services. These services may be furnished
directly to the Fund or to the adviser and may
include: advice as to the advisability of investing in
securities; security analysis and reports; economic
studies; industry studies; receipt of quotations for
portfolio evaluations; and similar services. Research
services provided by brokers and dealers may be used
by the adviser or its affiliates in advising the Fund
and other accounts. To the extent that receipt of
these services may supplant services for which the
adviser or its affiliates might otherwise have paid,
it would tend to reduce their expenses. The adviser
and its affiliates exercise reasonable business
judgment in selecting brokers who offer brokerage and
research services to execute securities transactions.
They determine in good faith that commissions charged
by such persons are reasonable in relationship to the
value of the brokerage and research services provided.
During the period from November 29, 1993 (start of
business) to October 31, 1994, the Fund paid no
brokerage commissions.
Although investment decisions for the Fund are made
independently from those of the other accounts managed
by the adviser, investments of the type the Fund may
make may also be made by those other accounts. When
the Fund and one or more other accounts managed by the
adviser are prepared to invest in, or desire to
dispose of, the same security, available investments
or opportunities for sales will be allocated in a
manner believed by the adviser to be equitable to
each. In some cases, this procedure may adversely
affect the price paid or received by the Fund or the
size of the position obtained or disposed of by the
Fund. In other cases, however, it is believed that
coordination and the ability to participate in volume
transactions will be to the benefit of the Fund.
Federated Municipal Trust Management
Officers and Trustees
Officers and Trustees are listed with their
addresses, present positions with Federated Municipal
Trust, and principal occupations.

John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
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 Center
Pittsburgh, PA
Trustee
Director, Oberg Manufacturing Co.; Chairman of the
Board, Children's Hospital of Pittsburgh; Director,
Trustee or Managing General Partner of the Funds;
formerly, Senior Partner, Ernst & Young LLP.

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
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
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
Trustee
Attorney-at-law; Director, The Emerging Germany Fund,
Inc.; Director, Trustee, or Managing General Partner
of the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.

Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
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.@
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and
Flaherty; Director, Eat'N Park Restaurants, Inc., and
Statewide Settlement Agency, Inc.; Director, Trustee,
or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.

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

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


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
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
Trustee
Public relations/marketing consultant; Director,
Trustee, or Managing General Partner of the Funds.

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

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
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
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
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
Vice President and Secretary
Vice President, Secretary, General Counsel, and
Trustee, Federated Investors; Vice President,
Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Vice President and
Secretary, Federated Research Corp. and Passport
Research, Ltd.; Trustee, Federated Services Company;
Executive Vice President, Secretary, and Trustee,
Federated Administrative Services; Secretary and
Trustee, Federated Shareholder Services; Executive
Vice President and Director, Federated Securities
Corp.; Vice President and Secretary of the Funds.

      * This Trustee is deemed to be an "interested
      person" as defined in the Investment Company Act
      of 1940, as amended.
      @ Member of the Executive Committee. The
      Executive Committee of the Board of Trustees
      handles the responsibilities of the Board of
      Trustees between meetings of the Board.
The Funds
As referred to in the list of Trustees and Officers,
"Funds" includes the following investment companies:
American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust;
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 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; The Medalist Funds; Money
Market Management, Inc.; Money Market Obligations
Trust; Money Market Trust; Municipal Securities Income
Trust; 111 Corcoran Funds; Peachtree Funds; The
Planters Funds; Portage Funds; RIMCO Monument Funds;
The Shawmut Funds; Short-Term Municipal Trust; Star
Funds; The Starburst Funds; The Starburst Funds II;
Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For
Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury
Obligations; World Investment Series, Inc.
Share Ownership
Officers and Trustees own less than 1% of the Trust's
outstanding shares.
As of January 10, 1995, the following shareholders of
record owned 5% or more of the outstanding shares of
Alabama Municipal Cash Trust: McGriff & Seibels,
Birmingham, AL, owned approximately 8,948,000 shares
(5.76%); Lynspen & Co., Birmingham, AL, owned
approximately 44,975,580 shares (28.95%); and Hubco,
Birmingham, AL, owned approximately 60,802,407 shares
(39.14%).
Trustees Compensation

                      AGGREGATE            TOTAL COMPENSATION PAID
NAME,               COMPENSATION               TO TRUSTEES FROM
POSITION WITH            FROM                       TRUST
TRUST                   TRUST#                AND 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


#The aggregate compensation is provided for the Trust
which is comprised of 13 portfolios.
Trustee Liability
The Declaration of Trust provides that the Trustees
will not be liable for errors of judgment or mistakes
of fact or law. However, they are not protected
against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties
involved in the conduct of their office.
Investment Advisory Services
Investment Adviser
The Fund's investment adviser is Federated Management.
It is a subsidiary of Federated Investors. All the
voting securities of Federated Investors are owned by
a trust, the trustees of which are John F. Donahue,
his wife and his son, J. Christopher Donahue.
The adviser shall not be liable to Trust, the Fund, or
any shareholder of the Fund for any losses that may be
sustained in the purchase, holding, or sale of any
security or for anything done or omitted by it, except
for acts or omissions involving willful misfeasance,
bad faith, gross negligence, or reckless disregard of
the duties imposed upon it by its contract with the
Trust.
Advisory Fees
For its advisory services, Federated Management
receives an annual investment advisory fee as
described in the prospectus.
For the period from November 29, 1993 (start of
business) to October 31, 1994, the adviser earned
$243,579, all of which was voluntarily waived.
   State Expense Limitations
      The adviser has undertaken to comply with the
      expense limitations established by certain
      states for investment companies whose shares are
      registered for sale in those states. If the
      Fund's normal operating expenses (including the
      investment advisory fee, but not including
      brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2-1/2% per year
      of the first $30 million of average net assets,
      2% per year of the next $70 million of average
      net assets, and 1-1/2% per year of the remaining
      average net assets, the adviser will reimburse
      the Fund for its expenses over the limitation.
      If the Fund's monthly projected operating
      expenses exceed this limitation, the investment
      advisory fee paid will be reduced by the amount
      of the excess, subject to an annual adjustment.
      If the expense limitation is exceeded, the
      amount to be reimbursed by the adviser will be
      limited, in any single fiscal year, by the
      amount of the investment advisory fees.
      This arrangement is not part of the advisory
      contract and may be amended or rescinded in the
      future.
Fund Administration
Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel
and services to the Fund for a fee as described in the
prospectus. Prior to March 1, 1994, Federated
Administrative Services, Inc., also a subsidiary of
Federated Investors, served as the Fund's
Administrator. (For purposes of this Statement of
Additional Information, Federated Administrative
Services and Federated Administrative Services, Inc.
may hereinafter collectively be referred to as the
"Administrators".) For the period from November 29,
1993 (start of business) to October 31, 1994, the
Administrators earned $52,411. 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. For the fiscal period from
November 29, 1993 (start of business) to October 31,
1994, payments in the amount of $85,320 were made
pursuant to the Shareholder Services Plan.
Determining Net Asset Value
The Trustees have decided that the best method for
determining the value of portfolio instruments is
amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as
adjusted for amortization of premium or accumulation
of discount rather than at current market value.
Accordingly, neither the amount of daily income nor
the net asset value is affected by any unrealized
appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated
daily yield on shares of the Fund computed by dividing
the annualized daily income on the Fund's portfolio by
the net asset value computed as above may tend to be
higher than a similar computation made by using a
method of valuation based upon market prices and
estimates. In periods of rising interest rates, the
opposite may be true.
The Fund's use of the amortized cost method of valuing
portfolio instruments depends on its compliance with
certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission
under the Investment Company Act of 1940. Under the
Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value
per share, as computed for purposes of distribution
and redemption, at $1.00 per share, taking into
account current market conditions and the Fund's
investment objective. The procedures include
monitoring the relationship between the amortized cost
value per share and the net asset value per share
based upon available indications of market value. The
Trustees will decide what, if any, steps should be
taken if there is a difference of more than 0.5 of 1%
between the two values. The Trustees will take any
steps they consider appropriate (such as redemption in
kind or shortening the average portfolio maturity) to
minimize any material dilution or other unfair results
arising from differences between the two methods of
determining net asset value.
Redemption in Kind
The Fund is obligated to redeem shares solely in cash
up to $250,000 or 1% of the Fund's net asset value,
whichever is less, for any one shareholder within a 90-
day period. Any redemption beyond this amount will
also be in cash unless the Trustees determine that
further payments should be in kind. In such cases, the
Fund will pay all or a portion of the remainder of the
redemption in portfolio instruments valued in the same
way as the Fund determines net asset value. The
portfolio instruments will be selected in a manner
that the Trustees deem fair and equitable. Redemption
in kind is not as liquid as a cash redemption. If
redemption is made in kind, shareholders who sell
these securities could receive less than the
redemption value and could incur certain transaction
costs.
The Fund's Tax Status
To qualify for the special tax treatment afforded to
regulated investment companies, the Fund must, among
other requirements: derive at least 90% of its gross
income from dividends, interest, and gains from the
sale of securities; derive less than 30% of its gross
income from the sale of securities held less than
three months; invest in securities within certain
statutory limits; and distribute to its shareholders
at least 90% of its net income earned during the year.
Performance Information
Performance depends upon such variables as: portfolio
quality; average portfolio maturity; type of
instruments in which the portfolio is invested;
changes in interest rates; changes in expenses; and
the relative amount of cash flow. To the extent that
financial institutions and broker/dealers charge fees
in connection with services provided in conjunction
with an investment in shares of the Fund, the
performance will be reduced for those shareholders
paying those fees.
Yield
The Fund calculates its yield based upon the seven
days ending on the day of the calculation, called the
"base period." This yield is computed by: determining
the net change in the value of a hypothetical account
with a balance of one share at the beginning of the
base period, with the net change excluding capital
changes but including the value of any additional
shares purchased with dividends earned from the
original one share and all dividends declared on the
original and any purchased shares; dividing the net
change in the account's value by the value of the
account at the beginning of the base period to
determine the base period return; and multiplying the
base period return by 365/7.
The Fund's yield for the seven-day period ended
October 31, 1994, was 3.12%.
Effective Yield
The Fund calculates its effective yield by compounding
the unannualized base period return by: adding 1 to
the base period return; raising the sum to the 365/7th
power; and subtracting 1 from the result.
The Fund's effective yield for the seven-day period
ended October 31, 1994, was 3.16%.
Tax-Equivalent Yield
The tax-equivalent yield of the Fund is calculated
similarly to the yield but is adjusted to reflect the
taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a 39.6% tax rate (the
maximum effective federal rate for individuals) and
assuming that income is 100% exempt.
The Fund's tax-equivalent yield for the seven-day
period ended October 31, 1994, was 5.63%.
Tax-Equivalency Table
A tax-equivalency table may be used in advertising and
sales literature. The interest earned by the municipal
securities in the Fund's portfolio generally remains
free from federal regular income tax,* and is often
free from state and local taxes as well. As the table
below indicates, a "tax-free" investment can be an
attractive choice for investors, particularly in times
of narrow spreads between tax-free and taxable yields.

     TAXABLE YIELD EQUIVALENT FOR 1995
STATE OF ALABAMA
     COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
                20.00%     33.00%      36.00%       41.00%        44.60%
     
     JOINT        $1-    $39,001-     $94,251-     $143,601-       OVER
     RETURN:     39,000   94,250      143,600        256,500      $256,500
     
     SINGLE       $1-    $23,351-     $56.551-     $117,951-        OVER
     RETURN:     23,350   56,550      117,950       256,500       $256,500
     TAX-EXEMPT
     YIELD                   TAXABLE YIELD
     EQUIVALENT
      2.50%      3.13%      3.73%       3.91%        4.24%         4.51%
      3.00       3.75       4.48        4.69         5.08          5.42
      3.50       4.38       5.22        5.47         5.93          6.32
      4.00       5.00       5.97        6.25         6.78          7.22
      4.50       5.63       6.72        7.03         7.63          8.12
      5.00       6.25       7.46        7.81         8.47          9.03
      5.50       6.88       8.21        8.59         9.32          9.93
      6.00       7.50       8.96        9.38        10.17         10.83
      6.50       8.13       9.70       10.16        11.02         11.73
      7.00       8.75      10.45       10.94        11.86         12.64
     
     NOTE: THE MAXIMUM MARGINAL TAX RATE FOR EACH
     BRACKET WAS USED IN CALCULATING THE TAXABLE
     YIELD EQUIVALENT. FURTHERMORE, ADDITIONAL STATE
     AND LOCAL TAXES PAID ON COMPARABLE TAXABLE
     INVESTMENTS WERE NOT USED TO INCREASE FEDERAL
     DEDUCTIONS.
     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.


314229790
3090802B (2/95)



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

The Institutional Service Shares of Connecticut Municipal Cash Trust (the
"Fund") offered by this prospectus represent interests in a non-diversified
portfolio of Federated Municipal Trust (the "Trust"), an open-end management
investment company (a mutual fund). The Fund invests in short-term Connecticut
municipal securities to achieve current income exempt from federal regular
income tax and the Connecticut personal income tax consistent with stability of
principal.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE FUND
ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE
NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

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

The Fund has also filed a Statement of Additional Information dated February 28,
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 February 28, 1995

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

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

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

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
  Connecticut Municipal Securities                                             6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7
  Regulatory Compliance                                                        7

TRUST INFORMATION                                                              8
- ------------------------------------------------------

  Management of the Trust                                                      8
  Distribution of Institutional
     Service Shares                                                            8
  Administration of the Trust                                                  9

NET ASSET VALUE                                                               10
- ------------------------------------------------------

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

  Special Purchase Features                                                   11

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

  Special Redemption Features                                                 12

ACCOUNT INFORMATION                                                           12
- ------------------------------------------------------

  Dividends                                                                   12
  Capital Gains                                                               13
  Certificates and Confirmations                                              13
  Accounts With Low Balances                                                  13

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

  Voting Rights                                                               13
  Massachusetts Partnership Law                                               13

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  State and Local Taxes                                                       14

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

ADDRESSES                                                                     16
- ------------------------------------------------------


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

<TABLE>
<S>                                                                             <C>      <C>
                                 INSTITUTIONAL SERVICE SHARES
                               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 INSTITUTIONAL SERVICE SHARES OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver) (1).....................................................    0.27%
12b-1 Fee.............................................................................     None
Total Other Expenses..................................................................    0.32%
  Shareholder Services Fee (after waiver) (2)..................................  0.12%
     Total Institutional Service Shares Operating Expenses (3)........................    0.59%
</TABLE>

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

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

(3) The Total Institutional Service Shares Operating Expenses in the table above
are based on expenses expected during the fiscal year ending October 31, 1995.
The Total Institutional Service Shares Operating Expenses were 0.59% for the
fiscal year ended October 31, 1994 and were 0.77% absent the voluntary waiver of
a portion of the management fee.

     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Service Shares
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.

<TABLE>
<CAPTION>
                       EXAMPLE                         1 year  3 years  5 years 10 years
- -----------------------------------------------------------------------------------------
<S>                                                   <C>     <C>      <C>      <C>
You would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2)
  redemption at the end of each time period........... $    6 $    19  $    33  $    74
</TABLE>

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


CONNECTICUT MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                      YEAR ENDED OCTOBER 31,
                                       -----------------------------------------------------
                                       1994        1993        1992        1991        1990*
                                       -----       -----       -----       -----       -----
<S>                                    <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD   $1.00       $1.00       $1.00       $1.00       $1.00
- ------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------
  Net investment income                 0.02        0.02        0.03        0.04       0.05
- ------------------------------------   -----       -----       -----       -----       ----
LESS DISTRIBUTIONS
- ------------------------------------
  Dividends to shareholders from net
  investment income                    (0.02)      (0.02)      (0.03)      (0.04)      (0.05)
- ------------------------------------   -----       -----       -----       -----       ----
NET ASSET VALUE, END OF PERIOD         $1.00       $1.00       $1.00       $1.00       $1.00
- ------------------------------------   -----       -----       -----       -----       ----
TOTAL RETURN**                          2.12%       1.96%       2.68%       4.04%      5.54 %
- ------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------
  Expenses                              0.59%       0.57%       0.56%       0.56%      0.48 %(b)
- ------------------------------------
  Net investment income                 2.11%       1.95%       2.66%       3.94%      5.32 %(b)
- ------------------------------------
  Expense waiver/reimbursement (a)      0.18%       0.25%       0.30%       0.21%      0.28 %(b)
- ------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------
  Net assets, end of period
  (000 omitted)                        $190,423    $140,446    $140,118    $140,113    $138,378
- ------------------------------------
</TABLE>

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

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

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

(b) Computed on an annualized basis.


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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in separate classes.
The Fund is designed for financial institutions acting in an agency or fiduciary
capacity as a convenient means of accumulating an interest in a professionally
managed, non-diversified portfolio investing primarily in short-term Connecticut
municipal securities. The Fund may not be a suitable investment for retirement
plans or for non-Connecticut taxpayers because it invests in municipal
securities of Connecticut. A minimum initial investment of $25,000 over 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 Connecticut Dividend and Interest Income Tax
consistent with stability of principal. This investment objective cannot be
changed without shareholder approval. While there is no assurance that the Fund
will achieve its investment objective, it endeavors to do so by following the
investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
Connecticut municipal securities (as defined below) maturing in 13 months or
less. As a matter of investment policy, which cannot be changed without
shareholder approval, at least 80% of the Fund's annual interest income will be
exempt from federal regular income tax and the Connecticut personal income tax
(Federal regular income tax does not include the federal individual alternative
minimum tax or the federal alternative minimum tax for corporations). The
average maturity of the securities in the Fund's portfolio, computed on a
dollar-weighted basis, will be 90 days or less. Unless indicated otherwise, the
investment policies may be changed by the Trustees without shareholder approval.
Shareholders will be notified before any material change in these policies
becomes effective.

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


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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in Connecticut
     municipal securities from financial institutions such as commercial and
     investment banks, savings 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 Connecticut municipal
     securities.

     MUNICIPAL LEASES.  Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities. They may take the form of a lease, an installment purchase
     contract, a conditional sales contract, or a participation interest in any
     of the above.

RATINGS.  The Connecticut municipal 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 SECURITIES.  As a matter of fundamental policy, 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 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 Connecticut
municipal securities is subject to the federal alternative minimum tax.

CONNECTICUT MUNICIPAL SECURITIES

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

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

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

INVESTMENT RISKS

Yields on Connecticut municipal securities depend on a variety of factors,
including: the general conditions of the short-term municipal note market and of
the municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of the Fund to achieve
its investment objective also depends on the continuing ability of the issuers
of Connecticut municipal securities and participation interests, or the credit
enhancers of either, to meet their obligations for the payment of interest and
principal when due. In addition, from time to time, the supply of Connecticut
municipal securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Connecticut municipal securities which are repayable out
of revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in these
Connecticut municipal securities could involve an increased risk to the Fund
should any of these related projects or facilities experience financial
difficulties.


Obligations of issuers of Connecticut municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.

NON-DIVERSIFICATION

The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

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

INVESTMENT LIMITATIONS

The Fund will not borrow money or pledge securities except, under certain
circumstances, the Fund may borrow up to one-third of the value of its total
assets and pledge up to 15% of the value of total assets to secure such
borrowings. These investment limitations cannot be changed without shareholder
approval.

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

REGULATORY COMPLIANCE

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


TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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

INVESTMENT ADVISER.  Investment decisions for the Fund are made by Federated
Management, the Fund's investment adviser, subject to direction by the Trustees.
The adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase and sale of portfolio instruments.

     ADVISORY FEES.  The adviser receives an annual investment advisory fee
     equal to .50 of 1% of the Fund's average daily net assets. The adviser has
     undertaken to reimburse the Fund up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     The adviser also may voluntarily choose to waive a portion of its fee or
     reimburse other expenses of the Fund, but reserves the right to terminate
     such waiver or reimbursement at any time at its sole discretion.

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

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

DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES

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

SHAREHOLDER SERVICES PLAN.  The Fund has adopted a Shareholder Services Plan
(the "Services Plan") under which it will pay Federated Shareholder Services, an
affiliate of Federated Investors, an amount not exceeding .25 of 1% of the
average daily net asset value of the Institutional Service Shares


to provide personal services and/or maintenance of shareholder accounts to the
Fund and its shareholders. From time to time and for such periods as deemed
appropriate, the amount stated above may be reduced voluntarily.

Federated Shareholder Services may elect to pay financial institutions fees
based upon shares owned by their clients or customers for services provided to
those clients or customers. The schedules of such fees and the basis upon which
such fees will be paid will be determined from time to time by Federated
Shareholder Services.

SHAREHOLDER SERVICING ARRANGEMENTS.  The distributor may pay financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide certain services to shareholders. These
services may include, but are not limited to, distributing prospectuses and
other information, providing accounting assistance, and communicating or
facilitating purchases and redemptions of shares. Any fees paid for these
services by the distributor will be reimbursed by the adviser and not the Fund.

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

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

ADMINISTRATION OF THE TRUST

ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:

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

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. 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.

INDEPENDENT PUBLIC ACCOUNTANTS.  The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.

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

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 $25,000. (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: Connecticut 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 Connecticut Municipal Cash Trust to: Federated Services Company, c/o
State Street Bank and Trust Company, P.O. Box 8602, Boston, MA 02266-8602.
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, c/o State Street Bank and Trust Company, P.O. Box
8602, Boston, MA 02266-8602. The written request should state: Connecticut
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 $25,000 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.

As of January 10, 1995, Fleet Securities Corp., Rochester, New York, owned
29.83% of the voting securities of the Fund, and, therefore, may, for certain
purposes, be deemed to control the Fund and be able to affect the outcome of
certain matters presented for a vote of shareholders.

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

CONNECTICUT TAXES.  Under existing Connecticut laws, distributions made by the
Fund will not be subject to Connecticut income taxes on individuals, estates and
trusts to the extent that such distributions qualify as exempt-interest
dividends under the Internal Revenue Code, and represent (i) interest on
obligations issued by or on behalf of the State of Connecticut, any political
subdivision thereof, or public instrumentality, state or local authority,
district, or similar public entity created under the laws of the State of
Connecticut, and (ii) interest on obligations, the income of which may not, by


federal law, be taxed by a state, such as bonds issued by the government of
Puerto Rico. Conversely, to the extent that distributions by the Fund are
derived from other types of obligations, such distributions will be subject to
Connecticut income taxes.

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

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

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

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

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

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare its
performance to certain indices.


ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>             <C>                                       <C>
Connecticut Municipal Cash Trust
                Institutional Service Shares              Federated Investors Tower
                                                          Pittsburgh, PA 15222-3779
- ----------------------------------------------------------------------------------------------

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

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

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

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
- ----------------------------------------------------------------------------------------------
</TABLE>


                                      CONNECTICUT MUNICIPAL
                                      CASH TRUST
                                      INSTITUTIONAL SERVICE SHARES
                                      PROSPECTUS

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

                                      Prospectus dated February 28, 1995

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

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      314229105
      9101004A-SS (2/95)




Connecticut Municipal Cash Trust

(A Portfolio of Federated Municipal Trust)
Institutional Service Shares
Statement of Additional Information










    This Statement of Additional Information should
    be read with the prospectus of Connecticut
    Municipal Cash Trust (the "Fund") dated February
    28, 1995. This Statement is not a prospectus. To
    receive a copy of a prospectus, write or call
    the Fund.
    
    FEDERATED INVESTORS TOWER
    PITTSBURGH, PENNSYLVANIA 15222-3779
    
    Statement dated February 28, 1995
   
Federated
Securitie
s Corp.
Distr
ibuto
r
A
subsi
diary
of
Feder
ated
Inves
tors
Investment Policies                     1
 Acceptable Investments                1
 Participation
   Interests                            1
 Municipal Leases                      1
 When-Issued And
   Delayed Delivery
   Transactions                         1
 Repurchase Agreements                 1
Connecticut Investment
Risks                                   2
Investment Limitations                  2
Brokerage Transactions                  4
Federated Municipal
Trust Management                        5
 Officers and Trustees                 5
 The Funds                             8
 Share Ownership                       9
 Trustees Compensation                 9
 Trustee Liability                    10
 Investment Adviser                   10
 Advisory Fees                        10
Fund Administration                    10
Shareholder Services
Plan                                   11
Determining Net Asset
Value                                  11
 Redemption in Kind                   11
 The Fund's Tax Status                11
Performance Information                12
 Yield                                12
 Effective Yield                      12
 Tax-Equivalent Yield                 12
 Tax-Equivalency Table                13
 Total Return                         13
 Performance
   Comparisons                         14

Investment Policies
Unless indicated otherwise, the policies described
below may be changed by the Trustees without
shareholder approval. Shareholders will be notified
before any material change in these policies becomes
effective.
Acceptable Investments
When determining whether a security presents minimal
credit risks, the investment adviser will consider the
creditworthiness of: the issuer of the security, the
issuer of any demand feature applicable to the
security, or any guarantor of either the security or
any demand feature.
Participation Interests
The financial institutions from which the Fund
purchases participation interests frequently provide
or secure from another financial institution
irrevocable letters of credit or guarantees and give
the Fund the right to demand payment of the principal
amounts of the participation interests plus accrued
interest on short notice (usually within seven days).
The municipal securities subject to the participation
interests are not limited to the Fund's maximum
maturity requirements so long as the participation
interests include the right to demand payment from the
issuers of those interests. By purchasing
participation interests having a seven day demand
feature, the Fund is buying a security meeting the
maturity and quality requirements of the Fund and also
is receiving the tax-free benefits of the underlying
securities.
Municipal Leases
The Fund may purchase municipal securities in the form
of participation interests that represent an undivided
proportional interest in lease payments by a
governmental or nonprofit entity. The lease payments
and other rights under the lease provide for and
secure payments on the certificates. Lease obligations
may be limited by municipal charter or the nature of
the appropriation for the lease. Furthermore, a lease
may provide that the participants cannot accelerate
lease obligations upon default. The participants would
only be able to enforce lease payments as they became
due. In the event of a default or failure of
appropriation, unless the participation interests are
credit enhanced, it is unlikely that the participants
would be able to obtain an acceptable substitute
source of payment.
In determining the liquidity of municipal lease
securities, the investment adviser, under the
authority delegated by the Trustees, will base its
determination on the following factors: whether the
lease can be terminated by the lessee; the potential
recovery, if any, from a sale of the leased property
upon termination of the lease; the lessee's general
credit strength (e.g., its debt, administrative,
economic and financial characteristics and prospects);
the likelihood that the lessee will discontinue
appropriating funding for the leased property because
the property is no longer deemed essential to its
operations (e.g., the potential for an "event of non-
appropriation"); and any credit enhancement or legal
recourse provided upon an event of non-appropriation
or other termination of the lease.
When-Issued And Delayed Delivery Transactions
These transactions are made to secure what is
considered to be an advantageous price or yield for
the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid
assets of the Fund sufficient to make payment for the
securities to be purchased are segregated on the
Fund's records at the trade date. These assets are
marked to market daily and are maintained until the
transaction has been settled. The Fund does not intend
to engage in when-issued and delayed delivery
transactions to an extent that would cause the
segregation of more than 20% of the total value of its
assets.
Repurchase Agreements
Certain securities in which the Fund invests may be
purchased pursuant to repurchase agreements.
Repurchase agreements are arrangements in which banks,
brokers/dealers, and other recognized financial
institutions sell securities to the Fund and agree at
the time of sale to repurchase them at a mutually
agreed upon time and price. To the extent that the
seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase
price on any sale of such securities. The Fund or its
custodian will take possession of the securities
subject to repurchase agreements, and these securities
will be marked to market daily. In the event that a
defaulting seller filed for bankruptcy or became
insolvent, disposition of such securities by the Fund
might be delayed pending court action. The Fund
believes that under the regular procedures normally in
effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Fund and allow
retention or disposition of such securities. The Fund
will only enter into repurchase agreements with banks
and other recognized financial institutions, such as
broker/dealers, which are deemed by the Fund's adviser
to be creditworthy pursuant to guidelines established
by the Trustees.
Connecticut Investment Risks
The Fund invests in obligations of Connecticut issuers
which results in the Fund's performance being subject to
risks associated with the overall conditions present
within Connecticut (the "State"). The following
information is a brief summary of the recent prevailing
economic conditions and a general summary of the State's
financial status. This information is based on official
statements relating to securities that have been offered
by Connecticut issuers and from other sources believed to
be reliable but should not be relied upon as a complete
description of all relevant information.

The State has maintained relative fiscal balance for the
last few fiscal years after several years of deficits in
the late 1980's when the State and national economy
entered a recession. The State enacted an individual
income tax while decreasing the sales tax in 1991 in an
attempt to provide better stability to the State's revenue
sources. The State also benefits from a level of per
capital income that is among the highest in the country
and a highly educated and skilled work force.

The Connecticut economy is largely composed of
manufacturing (concentrated in defense and aircraft) and
service industries (such as insurance and finance) that
were robust and growing for much of the past two decades.
Beginning in the late 1980's, the national economy slowed
down and entered a recession that has affected several
areas of the State's economy. Specifically, the cutbacks
in the defense and insurance industries and general
corporate restructuring have resulted in the loss of over
9% of the labor force.

The overall financial condition of the State can also be
illustrated by changes of its debt ratings. During the
period in which the State has experienced financial
difficulties in the late 1980's, its general obligation
long-term debt ratings as determined by Moody's and S&P
decreased from Aa1 and AA+, respectively, to Aa and AA-.

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

Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or
      purchase any securities on margin but may obtain
      such short-term credits as are necessary for the
      clearance of transactions.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities except
      that the Fund may borrow money in amounts up to
      one-third of the value of its total assets,
      including the amounts borrowed.
      The Fund will not borrow money for investment
      leverage, but rather as a temporary,
      extraordinary, or emergency measure or to
      facilitate management of the portfolio by
      enabling the Fund to meet redemption requests
      when the liquidation of portfolio securities is
      deemed to be inconvenient or disadvantageous.
      The Fund will not purchase any securities while
      borrowings in excess of 5% of the value of its
      total assets are outstanding.
   Pledging Assets
      The Fund will not mortgage, pledge, or
      hypothecate any assets except as necessary to
      secure permitted borrowings.
      In those cases, it may pledge assets having a
      market value not exceeding the lesser of the
      dollar amounts borrowed or 15% of the value of
      its total assets at the time of the pledge.
   Diversification of Investments
      At the close of each quarter of each fiscal
      year, no more than 25% of the Fund's total
      assets will be invested in the securities of a
      single issuer, but, with regard to at least 50%
      of the Fund's total assets, no more than 5% of
      the Fund's total assets are to be invested in
      securities of a single issuer.
      Under this limitation, each governmental
      subdivision, including states, territories,
      possessions of the United States, or their
      political subdivisions, agencies, authorities,
      instrumentalities, or similar entities, will be
      considered a separate issuer if its assets and
      revenues are separate from those of the
      governmental body creating it and the security
      is backed only by its own assets and revenues.
      Industrial development bonds backed only by the
      assets and revenues of a non-governmental issuer
      are considered to be issued solely by that
      issuer. If, in the case of an industrial
      development bond or government-issued security,
      a governmental or other entity guarantees the
      security, such guarantee would be considered a
      separate security issued by the guarantor, as
      well as the other issuer, subject to limited
      exclusions allowed by the Investment Company Act
      of 1940.
   Lending Cash or Securities
      The Fund will not lend any of its assets, except
      that it may acquire publicly or nonpublicly
      issued Connecticut municipal securities or
      temporary investments or enter into repurchase
      agreements in accordance with its investment
      objective, policies, limitations, or Declaration
      of Trust.
   Investing in Commodities
      The Fund will not purchase or sell commodities,
      commodity contracts, or commodity futures
      contracts.
   Investing in Real Estate
      The Fund will not purchase or sell real estate,
      including limited partnership interests,
      although it may invest in securities of issuers
      whose business involves the purchase or sale of
      real estate or in securities which are secured
      by real estate or interests in real estate.
   Investing in Restricted Securities
      The Fund will not invest more than 10% of its
      net assets in securities subject to restrictions
      on resale under the Securities Act of 1933.
   Underwriting
      The Fund will not underwrite any issue of
      securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in
      connection with the sale of securities in
      accordance with its investment objective,
      policies, and limitations.
   Concentration of Investments
      The Fund will not purchase securities, if, as a
      result of such purchase, 25% or more of the
      value of its total assets would be invested in
      any one industry, or in industrial development
      bonds or other securities the interest upon
      which is paid from revenues of similar types of
      projects. However, the Fund may invest as
      temporary investments more than 25% of the value
      of its assets in cash or cash items, securities
      issued or guaranteed by the U.S. government, its
      agencies, or instrumentalities, or instruments
      secured by these money market instruments, such
      as repurchase agreements.
The above limitations cannot be changed without
shareholder approval. The following investment
limitations, however, may be changed by the Trustees
without shareholder approval. Shareholders will be
notified before any material change in these
limitations becomes effective.
   Investing in Illiquid Securities
      The Fund will not invest more than 10% of the
      value of its net assets in illiquid securities.
   Investing in Securities of Other Investment
   Companies
      The Fund will not purchase securities of other
      investment companies, except as part of a
      merger, consolidation, or other acquisition.
   Investing in New Issuers
      The Fund will not invest more than 5% of the
      value of its total assets in securities of
      issuers (including companies responsible for
      paying principal and interest on industrial
      development bonds) which have records of less
      than three years of continuous operations,
      including the operation of any predecessor.
   Investing for Control
      The Fund will not invest in securities of a
      company for the purpose of exercising control or
      management.
   Investing in Issuers Whose Securities are Owned by
   Officers and Trustees of the Trust
      The Fund will not purchase or retain the
      securities of any issuer if the Officers and
      Trustees of the Trust or its investment adviser,
      owning individually more than .50 of 1% of the
      issuer's securities, together own more than 5%
      of the issuer's securities.
   Investing in Options
      The Fund will not invest in puts, calls,
      straddles, spreads, or any combination of them.
   Investing in Minerals
      The Fund will not purchase or sell interests in
      oil, gas, or other mineral exploration or
      development programs or leases, although it may
      purchase the securities of issuers which invest
      in or sponsor such programs.
For purposes of the above limitations, the Fund
considers certificates of deposit and demand and time
deposits issued by a U.S. branch of a domestic bank or
savings and loan having capital, surplus, and
undivided profits in excess of $100,000,000 at the
time of investment to be "cash items." Except with
respect to borrowing money, if a percentage limitation
is adhered to at the time of investment, a later
increase or decrease in percentage resulting from any
change in value or net assets will not result in a
violation of such limitation.
The Fund did not borrow money or pledge securities in
excess of 5% of the value of its net assets during the
last fiscal year and has no present intent to do so
during the coming fiscal year.
Brokerage Transactions
When selecting brokers and dealers to handle the
purchase and sale of portfolio instruments, the
adviser looks for prompt execution of the order at a
favorable price. In working with dealers, the adviser
will generally use those who are recognized dealers in
specific portfolio instruments, except when a better
price and execution of the order can be obtained
elsewhere. The adviser makes decisions on portfolio
transactions and selects brokers and dealers subject
to guidelines established by the Trustees. The adviser
may select brokers and dealers who offer brokerage and
research services. These services may be furnished
directly to the Fund or to the adviser and may
include: advice as to the advisability of investing in
securities; security analysis and reports; economic
studies; industry studies; receipt of quotations for
portfolio evaluations; and similar services. Research
services provided by brokers and dealers may be used
by the adviser or its affiliates in advising the Fund
and other accounts. To the extent that receipt of
these services may supplant services for which the
adviser or its affiliates might otherwise have paid,
it would tend to reduce their expenses. The adviser
and its affiliates exercise reasonable business
judgment in selecting brokers who offer brokerage and
research services to execute securities transactions.
They determine in good faith that commissions charged
by such persons are reasonable in relationship to the
value of the brokerage and research services provided.
During the fiscal years ended October 31, 1994 , 1993,
and 1992, the Fund paid no brokerage commissions.
Although investment decisions for the Fund are made
independently from those of the other accounts managed
by the adviser, investments of the type the Fund may
make may also be made by those other accounts. When
the Fund and one or more other accounts managed by the
adviser are prepared to invest in, or desire to
dispose of, the same security, available investments
or opportunities for sales will be allocated in a
manner believed by the adviser to be equitable to
each. In some cases, this procedure may adversely
affect the price paid or received by the Fund or the
size of the position obtained or disposed of by the
Fund. In other cases, however, it is believed that
coordination and the ability to participate in volume
transactions will be to the benefit of the Fund.
Federated Municipal Trust Management
Officers and Trustees
Officers and Trustees are listed with their
addresses, present positions with Federated Municipal
Trust, and principal occupations.

John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
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 Center
Pittsburgh, PA
Trustee
Director, Oberg Manufacturing Co.; Chairman of the
Board, Children's Hospital of Pittsburgh; Director,
Trustee or Managing General Partner of the Funds;
formerly, Senior Partner, Ernst & Young LLP.

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
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
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
Trustee
Attorney-at-law; Director, The Emerging Germany Fund,
Inc.; Director, Trustee, or Managing General Partner
of the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.

Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
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.@
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and
Flaherty; Director, Eat'N Park Restaurants, Inc., and
Statewide Settlement Agency, Inc.; Director, Trustee,
or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.

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

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


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
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
Trustee
Public relations/marketing consultant; Director,
Trustee, or Managing General Partner of the Funds.

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

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
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
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
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
Vice President and Secretary
Vice President, Secretary, General Counsel, and
Trustee, Federated Investors; Vice President,
Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Vice President and
Secretary, Federated Research Corp. and Passport
Research, Ltd.; Trustee, Federated Services Company;
Executive Vice President, Secretary, and Trustee,
Federated Administrative Services; Secretary and
Trustee, Federated Shareholder Services; Executive
Vice President and Director, Federated Securities
Corp.; Vice President and Secretary of the Funds.

      * This Trustee is deemed to be an "interested
      person" as defined in the Investment Company Act
      of 1940, as amended.
      @ Member of the Executive Committee. The
      Executive Committee of the Board of Trustees
      handles the responsibilities of the Board of
      Trustees between meetings of the Board.
The Funds
As referred to in the list of Trustees and Officers,
"Funds" includes the following investment companies:
American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust;
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 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; The Medalist Funds; Money
Market Management, Inc.; Money Market Obligations
Trust; Money Market Trust; Municipal Securities Income
Trust; 111 Corcoran Funds; Peachtree Funds; The
Planters Funds; Portage Funds; RIMCO Monument Funds;
The Shawmut Funds; Short-Term Municipal Trust; Star
Funds; The Starburst Funds; The Starburst Funds II;
Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For
Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury
Obligations; World Investment Series, Inc.
Share Ownership
Officers and Trustees own less than 1% of the Trust's
outstanding shares.
As of January 10, 1995, the following shareholders of
record owned 5% or more of the outstanding shares of
the Connecticut Municipal Cash Trust: State Street
Bank and Trust Company, North Quincy, MA, owned
approximately 18,432,019 shares (7.83%); Anderson &
Co., Philadelphia, PA, owned approximately 31,118,968
shares (13.22%); Putnam Trust Company, Greenwich, CT,
owned approximately 37,846,600 shares (16.08%); and
Fleet Securities Corp., Rochester, NY, owned
approximately 70,226,178 shares (29.83%).
Trustees Compensation

                      AGGREGATE            TOTAL COMPENSATION PAID
NAME,               COMPENSATION               TO TRUSTEES FROM
POSITION WITH            FROM                       TRUST
TRUST                   TRUST#                AND 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


#The aggregate compensation is provided for the Trust
which is comprised of 13 portfolios.
Trustee Liability
The Declaration of Trust provides that the Trustees
will not be liable for errors of judgment or mistakes
of fact or law. However, they are not protected
against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties
involved in the conduct of their office.
Investment Advisory Services
Investment Adviser
The Fund's investment adviser is Federated Management.
It is a subsidiary of Federated Investors. All the
voting securities of Federated Investors are owned by
a trust, the trustees of which are John F. Donahue,
his wife and his son, J. Christopher Donahue.
The adviser shall not be liable to Trust, the Fund, or
any shareholder of the Fund for any losses that may be
sustained in the purchase, holding, or sale of any
security or for anything done or omitted by it, except
acts or omissions involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the
duties imposed upon it by its contract with the Trust.
Advisory Fees
For its advisory services, Federated Management
receives an annual investment advisory fee as
described in the prospectus.
For the fiscal years ended October 31, 1994, 1993, and
1992, the adviser earned $961,837, $666,093, and
$648,508, respectively, of which $334,838, $337,400,
and $388,530, respectively, was voluntarily waived.
   State Expense Limitations
      The adviser has undertaken to comply with the
      expense limitations established by certain
      states for investment companies whose shares are
      registered for sale in those states. If the
      Fund's normal operating expenses (including the
      investment advisory fee, but not including
      brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2-1/2% per year
      of the first $30 million of average net assets,
      2% per year of the next $70 million of average
      net assets, and 1-1/2% per year of the remaining
      average net assets, the adviser will reimburse
      the Fund for its expenses over the limitation.
      If the Fund's monthly projected operating
      expenses exceed this limitation, the investment
      advisory fee paid will be reduced by the amount
      of the excess, subject to an annual adjustment.
      If the expense limitation is exceeded, the
      amount to be reimbursed by the adviser will be
      limited, in any single fiscal year, by the
      amount of the investment advisory fees.
      This arrangement is not part of the advisory
      contract and may be amended or rescinded in the
      future.
Fund Administration
Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel
and services to the Fund for a fee as described in the
prospectus. Prior to March 1, 1994, Federated
Administrative Services, Inc., also a subsidiary of
Federated Investors, served as the Fund's
Administrator. (For purposes of this Statement of
Additional Information, Federated Administrative
Services and Federated Administrative Services, Inc.
may hereinafter collectively be referred to as the
"Administrators".) For the fiscal years ended October
31, 1994, 1993 and 1992, the Administrators earned
$198,789, $268,954, and $249,818, respectively. Dr.
Henry J. Gailliot, an officer of Federated Management,
the adviser to the Fund, holds approximately 20% of
the outstanding common stock and serves as a director
of Commercial Data Services, Inc., a company which
provides computer processing services to Federated
Administrative Services.
Custodian and Portfolio Recordkeeper.  State Street
Bank and Trust Company, Boston, MA, is custodian for
the securities and cash of the Fund. It also provides
certain accounting and recordkeeping services with
respect to the Fund's portfolio investments.
Transfer Agent.  As transfer agent, Federated Services
Company maintains all necessary shareholder records.
For its services, the transfer agent receives a fee
based on size, type, and number of accounts and
transactions made by shareholders.
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. For the fiscal period
ending October 31,1994, payments in the amount of
$128,719 were made pursuant to the Shareholder
Services Plan.
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.
The Fund's yield for the seven-day period ended
October 31, 1994, was 2.72%.
Effective Yield
The effective yield is calculated by compounding the
unannualized base period return by: adding 1 to the
base period return; raising the sum to the 365/7th
power; and subtracting 1 from the result.
The Fund's effective yield for the seven-day period
ended October 31, 1994, was 2.76%.
Tax-Equivalent Yield
The tax-equivalent yield of the Fund is calculated
similarly to the yield but is adjusted to reflect the
taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a 39.6% tax rate (the
maximum effective federal rate for individuals) and
assuming that income is 100% exempt.
The Fund's tax-equivalent yield for the seven-day
period ended October 31, 1994, was 4.94%.
Tax-Equivalency Table
A tax-equivalency table may be used in advertising and
sales literature. The interest earned by the municipal
securities in the Fund's portfolio generally remains
free from federal regular income tax,* and is often
free from state and local taxes as well. As the table
below indicates, a "tax-free" investment can be an
attractive choice for investors, particularly in times
of narrow spreads between tax-free and taxable yields.

     TAXABLE YIELD EQUIVALENT FOR 1995
STATE OF CONNECTICUT
     TAX BRACKET:
     FEDERAL    15.00%     28.00%      31.00%       36.00%        39.60%
     
     COMBINED
     FEDERAL
     AND STATE  19.50%     32.50%      35.50%       40.50%        44.10%
     JOINT        $1-    $39,001-     $94,251-     $143,601-        OVER
     RETURN:     39,000   94,250      143,600       256,500       $256,500
     
     SINGLE       $1-    $23,351-     $56,551-     $117,951-       OVER
     RETURN:     23,350   56,550      117,950       256,500       $256,500
     
     TAX-EXEMPT
     YIELD                   TAXABLE YIELD
     EQUIVALENT
      1.50%      1.86%      2.22%       2.33%        2.52%         2.68%
      2.00       2.48       2.96        3.10         3.36          3.58
      2.50       3.11       3.70        3.88         4.20          4.47
      3.00       3.73       4.44        4.65         5.04          5.37
      3.50       4.35       5.19        5.43         5.88          6.26
      4.00       4.97       5.93        6.20         6.72          7.16
      4.50       5.59       6.67        6.98         7.56          8.05
      5.00       6.21       7.41        7.75         8.40          8.94
      5.50       6.83       8.15        8.53         9.24          9.84
      6.00       7.45       8.89        9.30        10.08         10.73
     
     NOTE: THE MAXIMUM MARGINAL TAX RATE FOR EACH
     BRACKET WAS USED IN CALCULATING THE TAXABLE
     YIELD EQUIVALENT. FURTHERMORE, ADDITIONAL STATE
     AND LOCAL TAXES PAID ON COMPARABLE TAXABLE
     INVESTMENTS WERE NOT USED TO INCREASE FEDERAL
     DEDUCTIONS.
     The chart above is for illustrative purposes
     only. It is not an indicator of past or future
     performance of Fund shares.
     * Some portion of the Fund's income may be
     subject to the federal alternative minimum tax
     and state and local income taxes.
Total Return
Average annual total return is the average compounded
rate of return for a given period that would equate a
$1,000 initial investment to the ending redeemable
value of that investment. The ending redeemable value
is computed by multiplying the number of shares owned
at the end of the period by the net asset value per
share at the end of the period. The number of shares
owned at the end of the period is based on the number
of shares purchased at the beginning of the period
with $1,000, adjusted over the period by any
additional shares, assuming the monthly reinvestment
of all dividends and distributions.
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.


314229105
9101004B (2/95)



FLORIDA MUNICIPAL CASH TRUST

(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
PROSPECTUS

The shares of Florida Municipal Cash Trust (the "Fund") offered by this
prospectus represent interests in a non-diversified portfolio of Federated
Municipal Trust (the "Trust"), an open-end management investment company (a
mutual fund). The Fund invests in short-term Florida municipal securities to
achieve current income exempt from federal regular income tax consistent with
stability of principal and liquidity and to maintain an investment portfolio
that will cause its shares to be exempt from the Florida intangibles tax.

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 February 28,
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 February 28, 1995

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

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

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

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
  Florida Municipal Securities                                                 6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7
  Regulatory Compliance                                                        7

TRUST INFORMATION                                                              7
- ------------------------------------------------------

  Management of the Trust                                                      7
  Distribution of Shares                                                       8
  Administration of the Trust                                                  9
  Expenses of the Fund                                                        10

NET ASSET VALUE                                                               10
- ------------------------------------------------------

HOW TO PURCHASE SHARES                                                        11
- ------------------------------------------------------

  Special Purchase Features                                                   11

HOW TO REDEEM SHARES                                                          12
- ------------------------------------------------------

  Special Redemption Features                                                 13

ACCOUNT INFORMATION                                                           13
- ------------------------------------------------------

  Dividends                                                                   13
  Capital Gains                                                               13
  Certificates and Confirmations                                              13
  Accounts With Low Balances                                                  13

SHAREHOLDER INFORMATION                                                       14
- ------------------------------------------------------

  Voting Rights                                                               14
  Massachusetts Partnership Law                                               14

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  State and Local Taxes                                                       15
  Florida Intangibles Tax                                                     15
  Florida State Municipal Taxation                                            15

PERFORMANCE INFORMATION                                                       16
- ------------------------------------------------------

ADDRESSES                                                                     17
- ------------------------------------------------------


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

<TABLE>
<S>                                                                             <C>      <C>
                           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 average net assets)
Management Fee (after waiver) (1).....................................................    0.00%
12b-1 Fee (2).........................................................................    0.00%
Total Other Expenses (after expense reimbursement)....................................    0.49%
     Shareholder Services Fee................................................    0.25%
          Total Fund Operating Expenses (3)...........................................    0.49%
</TABLE>

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

(2) The Fund has no present intention of paying or accruing the 12b-1 fee during
the fiscal year ending October 31, 1995. If the Fund were paying or accruing the
12b-1 fee, the Fund would be able to pay up to 0.25% of its average daily net
assets for the 12b-1 fee. See "Trust Information."

(3) The Total Fund Operating Expenses in the table above are based on expenses
expected during the fiscal year ending October 31, 1995. The Total Fund
Operating Expenses were 0.28% for the fiscal year ended October 31, 1994 and
were 1.31% absent the voluntary waiver of the management fee and the voluntary
reimbursement of certain other operating expenses.

     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Fund will bear, either
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "How to Purchase Shares" and "Trust Information." Wire-transferred
redemptions of less than $5,000 may be subject to additional fees.

<TABLE>
<CAPTION>
                                   EXAMPLE                                    1 year    3 years
- ----------------------------------------------------------------------------- ------    -------
<S>                                                                           <C>       <C>
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
  annual return and (2) redemption at the end of each time period............   $5        $16
</TABLE>

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


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

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for the period presented, is included in the Annual Report,
which is incorporated by reference. This table should be read in conjunction
with the Fund's financial statements and notes thereto, which may be obtained
free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                          PERIOD ENDED
                                                                        OCTOBER 31, 1994*
                                                                        -----------------
<S>                                                                     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                         $ 1.000
- ---------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------------------------------------------
  Net investment income                                                        0.004
- ---------------------------------------------------------------------
LESS DISTRIBUTIONS
- ---------------------------------------------------------------------
  Dividends to shareholders from net investment income                        (0.004)
- ---------------------------------------------------------------------          -----
NET ASSET VALUE, END OF PERIOD                                               $ 1.000
- ---------------------------------------------------------------------          -----
TOTAL RETURN**                                                                  0.35%
- ---------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ---------------------------------------------------------------------
  Expenses                                                                      0.28%(b)
- ---------------------------------------------------------------------
  Net investment income                                                         3.28%(b)
- ---------------------------------------------------------------------
  Expense waiver/reimbursement (a)                                              1.03%(b)
- ---------------------------------------------------------------------
SUPPLEMENTAL DATA
- ---------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                    $53,966
- ---------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from September 21, 1994 (date of initial
   public investment) to October 31, 1994. For the period from September 12,
   1994 (start of business) to September 21, 1994 the Fund had no investment
   activity.

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

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

(b) Computed on an annualized basis.



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 Florida municipal securities. The Fund may not be a suitable
investment for retirement plans or for non-Florida taxpayers because it invests
in municipal securities of Florida. A minimum initial investment of $10,000 over
a 90-day period is required.

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

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

INVESTMENT OBJECTIVE

The investment objective of the Fund is current income exempt from federal
regular income tax consistent with stability of principal and liquidity and to
maintain an investment portfolio that will cause its shares to exempt from the
Florida intangibles tax. This investment objective cannot be changed without
shareholder approval. While there is no assurance that the Fund will achieve its
investment objective, it endeavors to do so by following the investment policies
described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of Florida
municipal securities (as defined below) maturing in 13 months or less. As a
matter of investment policy, which cannot be changed without shareholder
approval, at least 80% of the Fund's annual interest income will be exempt from
federal regular income tax. (Federal regular income tax does not include the
federal individual alternative minimum tax or the federal alternative minimum
tax for corporations.) The average maturity of the securities in the Fund's
portfolio, computed on a dollar-weighted basis, will be 90 days or less. Unless
indicated otherwise, the investment policies may be changed by the Trustees
without shareholder approval. Shareholders will be notified before any material
change in these policies becomes effective.

ACCEPTABLE INVESTMENTS. The Fund invests primarily in debt obligations issued by
or on behalf of Florida and its political subdivisions and financing authorities
(these will normally constitute at least 65% of the Fund's total assets), 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 ("Florida municipal securities"). Examples of Florida municipal
securities include, but are not limited to:

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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in Florida
     municipal securities from financial institutions such as commercial and
     investment banks, savings 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 Florida municipal
     securities.

     MUNICIPAL LEASES.  Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities. They may take the form of a lease, an installment purchase
     contract, a conditional sales contract, or a participation interest in any
     of the above.

RATINGS.  The Florida municipal 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 Florida
municipal securities is subject to the federal alternative minimum tax.

FLORIDA MUNICIPAL SECURITIES

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

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

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

INVESTMENT RISKS

Yields on Florida municipal securities depend on a variety of factors,
including: the general conditions of the short-term municipal note market and of
the municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of the Fund to achieve
its investment objective also depends on the continuing ability of the issuers
of Florida municipal securities and participation interests, or the credit
enhancers of either, to meet their obligations for the payment of interest and
principal when due. In addition, from time to time, the supply of Florida
municipal securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Florida municipal securities which are repayable out of
revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in these
Florida municipal securities could involve an increased risk to the Fund should
any of these related projects or facilities experience financial difficulties.


Obligations of issuers of Florida municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.

NON-DIVERSIFICATION

The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

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

INVESTMENT LIMITATIONS

The Fund will not borrow money or pledge securities except, under certain
circumstances, the Fund may borrow up to one-third of the value of its total
assets and pledge assets to secure such borrowings. This investment limitation
cannot be changed without shareholder approval.

REGULATORY COMPLIANCE

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

TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees. The Trustees are
responsible for managing the Trust's business affairs and for exercising all the
Trust's powers except those reserved for


the shareholders. An Executive Committee of the Board of Trustees handles the
Board's responsibilities between meetings of the Board.

INVESTMENT ADVISER. Investment decisions for the Fund are made by Federated
Management, the Fund's investment adviser, subject to direction by the Trustees.
The adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase and sale of portfolio instruments.

     ADVISORY FEES. The adviser receives an annual investment advisory fee equal
     to .40 of 1% of the Fund's average daily net assets. The adviser has
     undertaken to reimburse the Fund up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     The adviser also may voluntarily choose to waive a portion of its fee or
     reimburse other expenses of the Fund, but reserves the right to terminate
     such waiver or reimbursement at any time at its sole discretion.

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

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. 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.

DISTRIBUTION AND SHAREHOLDER SERVICES PLANS. Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the Fund may pay to the distributor an amount, computed at an annual rate of .25
of 1% of the average daily net asset value of the Fund to finance any activity
which is principally intended to result in the sale of shares subject to the
Distribution Plan. The distributor may select financial institutions such as
banks, fiduciaries, custodians for public funds, investment advisers, and
broker/dealers to provide sales support services as agents for their clients or
customers. In addition, the Fund has adopted a Shareholder Services Plan (the
"Services Plan") under which it will pay Federated Shareholder Services, an
affiliate of Federated Investors, an amount not exceeding .25 of 1% of the
average daily net asset value of the Fund to provide


personal services and/or maintenance of shareholder accounts to the Fund and its
shareholders. From time to time and for such periods as it deems appropriate,
the amounts stated above may be reduced voluntarily.

Financial institutions will receive fees based upon shares owned by their
clients or customers. The schedules of such fees and the basis upon which such
fees will be paid will be determined from time to time by the Fund, the
distributor, or Federated Shareholder Services, as appropriate.

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

SHAREHOLDER SERVICING ARRANGEMENTS. The distributor may also pay financial
institutions a fee for providing certain services to shareholders. This fee is
in addition to the amounts paid under the Plan and, if paid, will be reimbursed
by the adviser and not the Fund.

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

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

ADMINISTRATION OF THE TRUST

ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:

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

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. 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, 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.

INDEPENDENT PUBLIC ACCOUNTANTS. The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.

EXPENSES OF THE FUND

Holders of shares pay their allocable portion of Fund and Trust expenses.

The Trust expenses for which holders of shares pay their allocable portion
include, but are not limited to: the cost of organizing the Trust and continuing
its existence; registering the Trust with federal and state securities
authorities; Trustees' fees; auditors' fees; the cost of meetings of Trustees;
legal fees of the Trust; association membership dues; and such non-recurring and
extraordinary items as may arise.

The Fund expenses for which holders of shares pay their allocable portion
include, but are not limited to: registering the Fund and shares of the Fund;
investment advisory services; taxes and commissions; custodian fees; insurance
premiums; auditors' fees; and such non-recurring and extraordinary items as may
arise.

At present, the only expenses allocated to the shares as a class are expenses
under the Fund's Distribution Plan which relate to the shares. However, the
Board of Trustees reserves the right to allocate certain other expenses to
holders of shares as it deems appropriate ("Class Expenses"). In any case, Class
Expenses would be limited to: transfer agent fees as identified by the transfer
agent as attributable to holders of shares; printing and postage expenses
related to preparing and distributing materials such as shareholder reports,
prospectuses and proxies to current shareholders; registration fees paid to the
Securities and Exchange Commission and registration fees paid to state
securities commissions; expenses related to administrative personnel and
services as required to support holders of shares; legal fees relating solely to
shares; and Trustees' fees incurred as a result of issues relating solely to
shares.

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


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: Florida Municipal Cash Trust;
(Fund Number) (this number can be found on the account statement or by
contacting the Fund) Group Number or Order Number; Nominee or Institution Name;
and ABA Number 011000028. Shares cannot be purchased by wire on holidays when
wire transfers are restricted.

PURCHASING SHARES BY CHECK. Shares may be purchased by sending a check made
payable to Florida Municipal Cash Trust to: Federated Services Company, c/o
State Street Bank and Trust Company, P.O. Box 8602, Boston, MA 02266-8602.
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, c/o State Street Bank and Trust Company, P.O. Box
8602, Boston, MA 02266-8602. The written request should state: Florida 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 Trust 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
Florida. Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.

FLORIDA INTANGIBLES TAX

Shareholders of the Fund that are subject to the Florida intangibles tax will
not be required to include the value of their Fund shares in their taxable
intangible property if all of the Fund's investments on the annual assessment
date are obligations that would be exempt from such tax if held directly by such
shareholders, such as Florida and U.S. government obligations. As described
earlier, the Fund will normally attempt to invest substantially all of its
assets in securities which are exempt from the Florida intangibles tax.
Accordingly, the value of the Fund shares held by a shareholder should under
normal circumstances be exempt from the Florida intangibles tax.

However, if the portfolio consists of any assets which are not so exempt on the
annual assessment date, only the portion of the shares of the Fund which relate
to securities issued by the United States and its possessions and territories
will be exempt from the Florida intangibles tax, and the remaining portions of
such shares will be fully subject to the intangibles tax, even if they partly
relate to Florida tax exempt securities.

FLORIDA STATE MUNICIPAL TAXATION

In a majority of states that have an income tax, dividends paid by a mutual fund
attributable to investments in a particular state's municipal obligations are
exempt from both federal and such state's income tax. If Florida were to adopt
an income tax in the future, and assuming that its income tax policy with
respect to mutual funds investing in Florida state and local municipal
obligations would be similar to the general tax policy of other states,
dividends paid by the Fund would be exempt from Florida state income tax. A
constitutional amendment approved by referendum would be required before an
individual income tax could be imposed.


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

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

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

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

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare its
performance to certain indices.


ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>             <C>                                       <C>
Florida Municipal Cash Trust
                                                          Federated Investors Tower
                                                          Pittsburgh, PA 15222-3779
- ----------------------------------------------------------------------------------------------
Distributor
                Federated Securities Corp.                Federated Investors Tower
                                                          Pittsburgh, Pennsylvania 15222-3779
- ----------------------------------------------------------------------------------------------
Investment Adviser
                Federated Management                      Federated Investors Tower
                                                          Pittsburgh, Pennsylvania 15222-3779
- ----------------------------------------------------------------------------------------------
Custodian
                State Street Bank and                     P.O. Box 8602
                Trust Company                             Boston, Massachusetts 02266-8602
- ----------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                Federated Investors Tower
                                                          Pittsburgh, Pennsylvania 15222-3779
- ----------------------------------------------------------------------------------------------
Independent Public Accountants
                Arthur Andersen LLP                       2100 One PPG Place
                                                          Pittsburgh, Pennsylvania 15222
- ----------------------------------------------------------------------------------------------
</TABLE>


                                      FLORIDA MUNICIPAL
                                      CASH TRUST
                                      PROSPECTUS

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

                                      Prospectus dated February 28, 1995

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

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER
      PITTSBURGH, PA 15222-3779

      314229758
      005392 (2/95)




Florida 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 Florida Municipal
    Cash Trust (the "Fund") dated February 28, 1995.
    This Statement is not a prospectus. To receive a
    copy of a prospectus, write or call the Fund.
    
    FEDERATED INVESTORS TOWER
    PITTSBURGH, PENNSYLVANIA 15222-3779
    
    Statement dated February 28, 1995
   
Federated
Securitie
s
Corporati
on
Distr
ibuto
r
A
subsi
diary
of
Feder
ated
Inves
tors
Investment Policies                     1
 Acceptable Investments                1
 Participation
   Interests                            1
 Municipal Leases                      1
 When-Issued And
   Delayed Delivery
   Transactions                         1
 Repurchase Agreements                 1
Florida Investment Risks                2
Investment Limitations                  2
Brokerage Transactions                  4
Federated Municipal
Trust Management                        5
 Officers and Trustees                 5
 The Funds                             8
 Share Ownership                       9
 Trustees Compensation                 9
 Trustee Liability                    10
 Investment Adviser                   10
 Advisory Fees                        10
Fund Administration                    10
Distribution and
Shareholder Services
Plans                                  11
Determining Net Asset
Value                                  11
 Redemption in Kind                   11
 The Fund's Tax Status                12
Performance Information                12
 Yield                                12
 Effective Yield                      12
 Tax-Equivalent Yield                 12
 Tax-Equivalency Tables               13
 Total Return                         15
 Performance
   Comparisons                         15

Investment Policies
Unless indicated otherwise, the policies described
below may be changed by the Trustees without
shareholder approval. Shareholders will be notified
before any material change in these policies becomes
effective.
Acceptable Investments
When determining whether a security presents minimal
credit risks, the investment adviser will consider the
creditworthiness of: the issuer of the security, the
issuer of any demand feature applicable to the
security, or any guarantor of either the security or
any demand feature.
Participation Interests
The financial institutions from which the Fund
purchases participation interests frequently provide
or secure from another financial institution
irrevocable letters of credit or guarantees and give
the Fund the right to demand payment of the principal
amounts of the participation interests plus accrued
interest on short notice (usually within seven days).
The municipal securities subject to the participation
interests are not limited to the Fund's maximum
maturity requirements so long as the participation
interests include the right to demand payment from the
issuers of those interests. By purchasing
participation interests having a seven day demand
feature, the Fund is buying a security meeting the
maturity and quality requirements of the Fund and also
is receiving the tax-free benefits of the underlying
securities.
Municipal Leases
The Fund may purchase municipal securities in the form
of participation interests that represent an undivided
proportional interest in lease payments by a
governmental or nonprofit entity. The lease payments
and other rights under the lease provide for and
secure payments on the certificates. Lease obligations
may be limited by municipal charter or the nature of
the appropriation for the lease. Furthermore, a lease
may provide that the participants cannot accelerate
lease obligations upon default. The participants would
only be able to enforce lease payments as they became
due. In the event of a default or failure of
appropriation, unless the participation interests are
credit enhanced, it is unlikely that the participants
would be able to obtain an acceptable substitute
source of payment.
In determining the liquidity of municipal lease
securities, the investment adviser, under the
authority delegated by the Trustees, will base its
determination on the following factors: whether the
lease can be terminated by the lessee; the potential
recovery, if any, from a sale of the leased property
upon termination of the lease; the lessee's general
credit strength (e.g., its debt, administrative,
economic and financial characteristics and prospects);
the likelihood that the lessee will discontinue
appropriating funding for the leased property because
the property is no longer deemed essential to its
operations (e.g., the potential for an "event of non-
appropriation"); and any credit enhancement or legal
recourse provided upon an event of non-appropriation
or other termination of the lease.
When-Issued And Delayed Delivery Transactions
These transactions are made to secure what is
considered to be an advantageous price or yield for
the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid
assets of the Fund sufficient to make payment for the
securities to be purchased are segregated on the
Fund's records at the trade date. These assets are
marked to market daily and are maintained until the
transaction has been settled. The Fund does not intend
to engage in when-issued and delayed delivery
transactions to an extent that would cause the
segregation of more than 20% of the total value of its
assets.
Repurchase Agreements
Certain securities in which the Fund invests may be
purchased pursuant to repurchase agreements.
Repurchase agreements are arrangements in which banks,
brokers/dealers, and other recognized financial
institutions sell securities to the Fund and agree at
the time of sale to repurchase them at a mutually
agreed upon time and price. To the extent that the
seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase
price on any sale of such securities. The Fund or its
custodian will take possession of the securities
subject to repurchase agreements, and these securities
will be marked to market daily. In the event that a
defaulting seller filed for bankruptcy or became
insolvent, disposition of such securities by the Fund
might be delayed pending court action. The Fund
believes that under the regular procedures normally in
effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Fund and allow
retention or disposition of such securities. The Fund
will only enter into repurchase agreements with banks
and other recognized financial institutions, such as
broker/dealers, which are deemed by the Fund's adviser
to be creditworthy pursuant to guidelines established
by the Trustees.
Florida Investment Risks
The Fund invests in obligations of Florida issuers
which results in the Fund's performance being subject
to risks associated with the overall conditions present
within the state. The following information is a brief
summary of the recent prevailing economic conditions
and a general summary of the state's financial status.
This information is based on official statements
relating to securities that have been offered by
Florida issuers and from other sources believed to be
reliable but should not be relied upon as a complete
description of all relevant information.

Florida is the twenty-second largest state with an area
of 54,136 square miles and a water area of 4,424 square
miles. The state is 447 miles long and 361 miles wide
with a tidal shoreline of almost 2,300 miles. According
to the U.S. Census Bureau, Florida moved past Illinois
in 1986 to become the fourth most populous state, and
as of 1990, had an estimated population of 13.2
million.

Services and trade continue to be the largest
components of the Florida economy, reflecting the
importance of tourism as well as the need to serve
Florida's rapidly growing population. Agriculture is
also an important part of the economy, particularly
citrus fruits. Oranges have been the principal crop,
accounting for 70% of the nation's output.
Manufacturing, although of less significance, is a
rapidly growing component of the economy. The economy
also has substantial insurance, banking, and export
participation. Unemployment rates have historically
been below national averages, but have recently risen
above the national rate.

Section 215.32, Florida Statutes, provides that
financial operations of the State of Florida covering
all receipts and expenditures must be maintained
through the use of three funds--the General Revenue
Fund, the Trust Fund, and the Working Capital Fund. The
General Revenue Fund receives the majority of State tax
revenues. The Working Capital Fund receives revenues in
excess of appropriations and its balances are freely
transferred to the General Revenue Fund as necessary.
In November, 1992, Florida voters approved a
constitutional amendment requiring the state to fund a
Budget Stabilization Fund to 5% of general revenues,
with funding to be phased in over five years beginning
in fiscal 1995. The Working Capital Fund will become
the Budget Stabilization Fund. Major sources of tax
revenues to the General Revenue Fund are the sale and
use tax, corporate income tax and beverage tax.

The over-dependence on the sensitive sales tax creates
vulnerability to recession. Accordingly, financial
operations have been strained during the past few
years, but the state has responded in a timely manner
to maintain budgetary control.

Hurricane Andrew devastated portions of southern
Florida in August 1992, costing billions of dollars in
emergency relief, damage, and repair costs. However,
the overall financial condition of the major issuers of
municipal bond debt in the state were relatively
unaffected by Hurricane Andrew, due to federal disaster
payments and the overall level of private insurance.
However, it is possible that single revenue-based local
bond issues could be severely impacted by storm damage
in certain circumstances.

Florida's debt structure is complex. Most state debt is
payable from specified taxes and additionally secured
by the full faith and credit of the state. Under the
general obligation pledge, to the extent specified
taxes are insufficient, the state is unconditionally
required to make payment on bonds from all non-
dedicated taxes.

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

Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or
      purchase any securities on margin but may obtain
      such short-term credits as are necessary for the
      clearance of transactions.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities except
      that the Fund may borrow money in amounts up to
      one-third of the value of its total assets,
      including the amounts borrowed.
      The Fund will not borrow money for investment
      leverage, but rather as a temporary,
      extraordinary, or emergency measure or to
      facilitate management of the portfolio by
      enabling the Fund to meet redemption requests
      when the liquidation of portfolio securities is
      deemed to be inconvenient or disadvantageous.
      The Fund will not purchase any securities while
      borrowings in excess of 5% of the value of its
      total assets are outstanding.
   Pledging Assets
      The Fund will not mortgage, pledge, or
      hypothecate any assets except 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, limitations, or Declaration
      of Trust.
   Investing in Commodities
      The Fund will not purchase or sell commodities,
      commodity contracts, or commodity futures
      contracts.
   Investing in Real Estate
      The Fund will not purchase or sell real estate,
      including limited partnership interests,
      although it may invest in securities of issuers
      whose business involves the purchase or sale of
      real estate or in securities which are secured
      by real estate or interests in real estate.
   Underwriting
      The Fund will not underwrite any issue of
      securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in
      connection with the sale of securities in
      accordance with its investment objective,
      policies, and limitations.
   Concentration of Investments
      The Fund will not invest 25% or more of the
      value of its total assets in any one industry,
      or in industrial development bonds or other
      securities the interest upon which is paid from
      revenues of similar types of projects, except
      that the Fund may invest 25% or more of the
      value of its total assets in cash, cash items,
      or securities issued or guaranteed by the
      government of the United States or its agencies,
      or instrumentalities and repurchase agreement
      collateralized by such U.S. government
      securities.
The above limitations cannot be changed without
shareholder approval. The following investment
limitations, however, may be changed by the Trustees
without shareholder approval. Shareholders will be
notified before any material change in these
limitations becomes effective.
   Investing in Restricted Securities
      The Fund will not invest more than 10% of its
      total assets in securities subject to
      restrictions on resale under the Securities Act
      of 1933.
   Investing in Illiquid Securities
      The Fund will not invest more than 10% of the
      value of its net assets in illiquid securities.
   Investing in Securities of Other Investment
   Companies
      The Fund will not purchase securities of other
      investment companies, except as part of a
      merger, consolidation, or other acquisition.
   Investing in New Issuers
      The Fund will not invest more than 5% of the
      value of its total assets in securities of
      issuers (including companies responsible for
      paying principal and interest on industrial
      development bonds) which have records of less
      than three years of continuous operations,
      including the operation of any predecessor.
   Investing for Control
      The Fund will not invest in securities of a
      company for the purpose of exercising control or
      management.
   Investing in Issuers Whose Securities are Owned by
   Officers and Trustees of the Trust
      The Fund will not purchase or retain the
      securities of any issuer if the Officers and
      Trustees of the Trust or its investment adviser,
      owning individually more than .50 of 1% of the
      issuer's securities, together own more than 5%
      of the issuer's securities.
   Investing in Options
      The Fund will not invest in puts, calls,
      straddles, spreads, or any combination of them.
   Investing in Minerals
      The Fund will not purchase or sell interests in
      oil, gas, or other mineral exploration or
      development programs or leases, although it may
      purchase the securities of issuers which invest
      in or sponsor such programs.
For purposes of the above limitations, the Fund
considers instruments issued by a U.S. branch of a
domestic bank or savings and loan having capital,
surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash
items." Except with respect to borrowing money, if a
percentage limitation is adhered to at the time of
investment, a later increase or decrease in percentage
resulting from any change in value or net assets will
not result in a violation of such limitation.
The Fund 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 Trustees. The adviser
may select brokers and dealers who offer brokerage and
research services. These services may be furnished
directly to the Fund or to the adviser and may
include: advice as to the advisability of investing in
securities; security analysis and reports; economic
studies; industry studies; receipt of quotations for
portfolio evaluations; and similar services. Research
services provided by brokers and dealers may be used
by the adviser or its affiliates in advising the Fund
and other accounts. To the extent that receipt of
these services may supplant services for which the
adviser or its affiliates might otherwise have paid,
it would tend to reduce their expenses. The adviser
and its affiliates exercise reasonable business
judgment in selecting brokers who offer brokerage and
research services to execute securities transactions.
They determine in good faith that commissions charged
by such persons are reasonable in relationship to the
value of the brokerage and research services provided.
During the period from September 21, 1994 (date of
initial public investment) to October 31, 1994, the
Fund paid no brokerage commissions.
Although investment decisions for the Fund are made
independently from those of the other accounts managed
by the adviser, investments of the type the Fund may
make may also be made by those other accounts. When
the Fund and one or more other accounts managed by the
adviser are prepared to invest in, or desire to
dispose of, the same security, available investments
or opportunities for sales will be allocated in a
manner believed by the adviser to be equitable to
each. In some cases, this procedure may adversely
affect the price paid or received by the Fund or the
size of the position obtained or disposed of by the
Fund. In other cases, however, it is believed that
coordination and the ability to participate in volume
transactions will be to the benefit of the Fund.
Federated Municipal Trust Management
Officers and Trustees
Officers and Trustees are listed with their
addresses, present positions with Federated Municipal
Trust, and principal occupations.

John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
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 Center
Pittsburgh, PA
Trustee
Director, Oberg Manufacturing Co.; Chairman of the
Board, Children's Hospital of Pittsburgh; Director,
Trustee or Managing General Partner of the Funds;
formerly, Senior Partner, Ernst & Young LLP.

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
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
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
Trustee
Attorney-at-law; Director, The Emerging Germany Fund,
Inc.; Director, Trustee, or Managing General Partner
of the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.

Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
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.@
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and
Flaherty; Director, Eat'N Park Restaurants, Inc., and
Statewide Settlement Agency, Inc.; Director, Trustee,
or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.

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

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


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
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
Trustee
Public relations/marketing consultant; Director,
Trustee, or Managing General Partner of the Funds.

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

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
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
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
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
Vice President and Secretary
Vice President, Secretary, General Counsel, and
Trustee, Federated Investors; Vice President,
Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Vice President and
Secretary, Federated Research Corp. and Passport
Research, Ltd.; Trustee, Federated Services Company;
Executive Vice President, Secretary, and Trustee,
Federated Administrative Services; Secretary and
Trustee, Federated Shareholder Services; Executive
Vice President and Director, Federated Securities
Corp.; Vice President and Secretary of the Funds.

      * This Trustee is deemed to be an "interested
      person" as defined in the Investment Company Act
      of 1940, as amended.
      @ Member of the Executive Committee. The
      Executive Committee of the Board of Trustees
      handles the responsibilities of the Board of
      Trustees between meetings of the Board.
The Funds
As referred to in the list of Trustees and Officers,
"Funds" includes the following investment companies:
American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust;
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 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; The Medalist Funds; Money
Market Management, Inc.; Money Market Obligations
Trust; Money Market Trust; Municipal Securities Income
Trust; 111 Corcoran Funds; Peachtree Funds; The
Planters Funds; Portage Funds; RIMCO Monument Funds;
The Shawmut Funds; Short-Term Municipal Trust; Star
Funds; The Starburst Funds; The Starburst Funds II;
Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For
Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury
Obligations; World Investment Series, Inc.
Share Ownership
Officers and Trustees own less than 1% of the Trust's
outstanding shares.
As of January 10, 1995, the following shareholders of
record owned 5% or more of the outstanding shares of
the Florida Municipal Cash Trust: Doctors Associates,
Inc., Milford, CT, owned approximately 11,450,903
shares (5.09%); Leonard Stuart, Ft. Lauderdale, FL,
owned approximately 15,000,000 shares (6.67%); The
Beach Bank of Vero Beach, Vero Beach, FL, owned
approximately 16,328,996 shares (7.26%); Maril & Co.,
Milwaukee, WI, owned approximately 23,785,514 shares
(10.57%); and Publix Supermarkets, Inc., Lakeland, FL,
owned approximately 35,050,000 shares (15.58%).
Trustees Compensation

                      AGGREGATE            TOTAL COMPENSATION PAID
NAME,               COMPENSATION               TO TRUSTEES FROM
POSITION WITH            FROM                       TRUST
TRUST                   TRUST#                AND 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


#The aggregate compensation is provided for the Trust
which is comprised of 13 portfolios.
Trustee Liability
The Declaration of Trust provides that the Trustees
will not be liable for errors of judgment or mistakes
of fact or law. However, they are not protected
against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties
involved in the conduct of their office.
Investment Advisory Services
Investment Adviser
The Fund's investment adviser is Federated Management.
It is a subsidiary of Federated Investors. All the
voting securities of Federated Investors are owned by
a trust, the trustees of which are John F. Donahue,
his wife and his son, J. Christopher Donahue.
The adviser shall not be liable to Trust, the Fund, or
any shareholder of the Fund for any losses that may be
sustained in the purchase, holding, or sale of any
security or for anything done or omitted by it, except
acts or omissions involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the
duties imposed upon it by its contract with the Trust.
Advisory Fees
For its advisory services, Federated Management
receives an annual investment advisory fee as
described in the prospectus.
For the period from September 12, 1994 (start of
business) to October 31, 1994, the adviser earned
$20,127, all of which was voluntarily waived.

   State Expense Limitations
      The adviser has undertaken to comply with the
      expense limitations established by certain
      states for investment companies whose shares are
      registered for sale in those states. If the
      Fund's normal operating expenses (including the
      investment advisory fee, but not including
      brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2-1/2% per year
      of the first $30 million of average net assets,
      2% per year of the next $70 million of average
      net assets, and 1-1/2% per year of the remaining
      average net assets, the adviser will reimburse
      the Fund for its expenses over the limitation.
      If the Fund's monthly projected operating
      expenses exceed this limitation, the investment
      advisory fee paid will be reduced by the amount
      of the excess, subject to an annual adjustment.
      If the expense limitation is exceeded, the
      amount to be reimbursed by the adviser will be
      limited, in any single fiscal year, by the
      amount of the investment advisory fees.
      This arrangement is not part of the advisory
      contract and may be amended or rescinded in the
      future.
Fund Administration
Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel
and services to the Fund for a fee as described in the
prospectus. For the period from September 12, 1994
(start of business) to October 31, 1994, the
Administrator earned $13,699. 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, 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.
Distribution and Shareholder Services Plans
These arrangements permit the payment of fees to
financial institutions to stimulate distribution
activities and services to shareholders provided by a
representative who has knowledge of the shareholder's
particular circumstances and goals. These activities
and services may include, but are not limited to,
marketing efforts; providing office space, equipment,
telephone facilities, and various clerical,
supervisory, computer, and other personnel as
necessary or beneficial to establish and maintain
shareholder accounts and records; processing purchase
and redemption transactions and automatic investments
of client account cash balances; answering routine
client inquiries; and assisting clients in changing
dividend options, account designations, and addresses.
By adopting the Distribution Plan, the Trustees
expects that the Fund will be able to achieve a more
predictable flow of cash for investment purposes and
to meet redemptions. This will facilitate more
efficient portfolio management and assist the Fund in
pursuing its investment objectives. By identifying
potential investors whose needs are served by the
Fund's objectives, and properly servicing these
accounts, it may be possible to curb sharp
fluctuations in rates of redemptions and sales.
Other benefits, which may be realized under either
arrangement, may include: (1) providing personal
services to shareholders; (2) investing shareholder
assets with a minimum of delay and administrative
detail; and (3) enhancing shareholder recordkeeping
systems; and (4) responding promptly to shareholders'
requests and inquiries concerning their accounts.
For the period from September 12, 1994 (start of
business) to October 31, 1994, no payments were made
pursuant to the Distribution Plan. In addition, for
this period, payments in the amount of $12,579 were
made pursuant to the Shareholder Services Plan.
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.
The Fund's yield for the seven-day period ended
October 31, 1994, was 3.12%.
Effective Yield
The effective yield is calculated by compounding the
unannualized base period return by: adding 1 to the
base period return; raising the sum to the 365/7th
power; and subtracting 1 from the result.
The Fund's effective yield for the seven-day period
ended October 31, 1994, was 3.17%.
Tax-Equivalent Yield
The tax-equivalent yield of the Fund is calculated
similarly to the yield but is adjusted to reflect the
taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a 39.6% tax rate (the
maximum effective federal rate for individuals) and
assuming that income is 100% exempt.
The Fund's tax-equivalent yield for the seven-day
period ended October 31, 1994, was 5.17%.
Tax-Equivalency Tables
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 tables
below indicate, 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***
     

                 FEDERAL INCOME TAX BRACKET:
     
                  15.00%      28.00%      31.00%      36.00%      39.60%
      Joint         $1-      $39,001 -   $94,251 -  $143,601 -      OVER
     Return        39,000      94,250     143,600     256,500     256,500
     
     Single Return  $1-      $23,351 -   $56,551 -   $117,951 -     OVER
                   23,350      56,550     117,950     256,500     $256,500
       Tax-Exempt
            Yield**                    Taxable Yield
Equivalent***
       1.00%       1.18%       1.39%       1.45%       1.56%       1.66%
       1.50%       1.76%       2.08%       2.17%       2.34%       2.48%
       2.00%       2.35%       2.78%       2.90%       3.13%       3.31%
       2.50%       2.94%       3.47%       3.62%       3.91%       4.14%
       3.00%       3.53%       4.17%       4.35%       4.69%       4.97%
       3.50%       4.12%       4.86%       5.07%       5.47%       5.79%
       4.00%       4.71%       5.56%       5.80%       6.25%       6.62%
       4.50%       5.29%       6.25%       6.52%       7.03%       7.45%
       5.00%       5.88%       6.94%       7.25%       7.81%       8.28%
       5.50%       6.47%       7.64%       7.97%       8.59%       9.11%
       6.00%       7.06%       8.33%       8.70%       9.38%       9.93%
       6.50%       7.65%       9.03%       9.42%      10.16%      10.76%
       7.00%       8.24%       9.72%      10.14%      10.94%      11.59%
       7.50%       8.82%      10.42%      10.87%      11.72%      12.42%
       8.00%       9.41%      11.11%      11.59%      12.50%      13.25%
     
     *For some investors, income may be subject to the federal alternative
     minimum tax and state and local taxes.
     **These yields are for illustrative purposes only and are not indicative
     of past or future performance of the Fund.
     Actual yields will vary.
     ***The maximum marginal tax rate for each
     bracket was used in calculating the taxable
     yield equivalent.

     
     TAXABLE YIELD EQUIVALENT FOR 1995***
     STATE OF FLORIDA

                 FEDERAL INCOME TAX BRACKET:
     
                  15.00%      28.00%      31.00%      36.00%      39.60%
      Joint         $1-      $39,001 -   $94,251 -  $143,601 -      OVER
     Return        39,000      94,250     143,600     256,500     256,500
     
     Single Return  $1-      $23,351 -   $56,551 -   $117,951 -     OVER
                   23,350      56,550     117,950     256,500     $256,500
       Tax-Exempt
            Yield**                    Taxable Yield
Equivalent***
       1.00%       1.38%       1.59%       1.65%       1.76%       1.86%
       1.50%       1.96%       2.28%       2.37%       2.54%       2.68%
       2.00%       2.55%       2.98%       3.10%       3.33%       3.51%
       2.50%       3.14%       3.67%       3.82%       4.11%       4.34%
       3.00%       3.73%       4.37%       4.55%       4.89%       5.17%
       3.50%       4.32%       5.06%       5.27%       5.67%       5.99%
       4.00%       4.91%       5.76%       6.00%       6.45%       6.82%
       4.50%       5.49%       6.45%       6.72%       7.23%       7.65%
       5.00%       6.08%       7.14%       7.45%       8.01%       8.48%
       5.50%       6.67%       7.84%       8.17%       8.79%       9.31%
       6.00%       7.26%       8.53%       8.90%       9.58%      10.13%
       6.50%       7.85%       9.23%       9.62%      10.36%      10.96%
       7.00%       8.44%       9.92%      10.34%      11.14%      11.79%
       7.50%       9.02%      10.62%      11.07%      11.92%      12.62%
       8.00%       9.61%      11.31%      11.79%      12.70%      13.45%
     
     **These yields are for illustrative purposes only and are not indicative
     of past or future performance of the Fund.
     Actual yield will vary.
     ***The state of Florida levies a tax on
     intangible personal property, such as stocks,
     bonds, and other evidences of indebtedness, at
     the rate of $2.00 per $1,000 of the properties'
     market value as of January 1st. Because this is
     a tax on the value of an investment as opposed
     to the income generated therefrom, it becomes
     more difficult to include its effect in an
     income-derived equivalent yield table. In an
     effort to simplify your analysis, this table has
     been prepared assuming an across-the-board 20
     basis point incremental benefit resulting from
     the avoidance of this tax.
     
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.

314229758
G00537-01 (2/95)




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

The shares of North Carolina Municipal Cash Trust (the "Fund") offered by this
prospectus represent interests in a non-diversified portfolio of Federated
Municipal Trust (the "Trust"), an open-end management investment company (a
mutual fund). The Fund invests in short-term North Carolina municipal securities
to achieve current income exempt from federal regular income tax and the income
tax imposed by the State of North Carolina consistent with stability of
principal. In addition, the Fund intends to qualify as an investment
substantially exempt from the North Carolina Intangible Personal Property Tax.

THE 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 February 28,
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 February 28, 1995

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

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

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

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
  North Carolina Municipal Securities                                          6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7
  Regulatory Compliance                                                        7

TRUST INFORMATION                                                              8
- ------------------------------------------------------

  Management of the Trust                                                      8
  Distribution of Shares                                                       8
  Administration of the Trust                                                  9

NET ASSET VALUE                                                               10
- ------------------------------------------------------

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

  Special Purchase Features                                                   11

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

  Special Redemption Features                                                 12

ACCOUNT INFORMATION                                                           12
- ------------------------------------------------------

  Dividends                                                                   12
  Capital Gains                                                               13
  Certificates and Confirmations                                              13
  Accounts With Low Balances                                                  13

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

  Voting Rights                                                               13
  Massachusetts Partnership Law                                               13

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  State and Local Taxes                                                       14

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

ADDRESSES                                                                     16
- ------------------------------------------------------


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

<TABLE>
<S>                                                                             <C>      <C>
                               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, as applicable)....................     None
Exchange Fee..........................................................................     None

                                ANNUAL FUND OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver) (1).....................................................    0.10%
12b-1 Fees............................................................................     None
Total Other Expenses..................................................................    0.49%
  Shareholder Services Fee.....................................................  0.25%
     Total Fund Operating Expenses (2)................................................    0.59%
</TABLE>

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

(2) The Total Fund Operating Expenses in the table above are based on expenses
expected during the fiscal year ending October 31, 1995. The Total Fund
Operating Expenses were 0.49% for the fiscal year ended October 31, 1994 and
were 0.93% absent the voluntary waiver of a portion of the management fee.

     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the 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.

<TABLE>
<CAPTION>
                       EXAMPLE                         1 year  3 years  5 years 10 years
- -----------------------------------------------------------------------------------------
<S>                                                   <C>     <C>      <C>      <C>
You would pay the following expenses on a $1,000
  investment, assuming (1) 5% annual return and (2)
  redemption at the end of each time period........... $    6 $    19  $    33  $    74
</TABLE>

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


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

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for the period presented, is included in the Annual Report,
which is incorporated by reference. This table should be read in conjunction
with the Fund's financial statements and notes thereto, which may be obtained
free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                               PERIOD ENDED
                                                                            OCTOBER 31, 1994*
                                                                            ------------------
<S>                                                                         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                              $ 1.00
- -------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------
  Net investment income                                                             0.02
- -------------------------------------------------------------------------    -----------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------
  Dividends to shareholders from net investment income                             (0.02)
- -------------------------------------------------------------------------    -----------
NET ASSET VALUE, END OF PERIOD                                                    $ 1.00
- -------------------------------------------------------------------------    -----------
TOTAL RETURN**                                                                      2.06%
- -------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------
  Expenses                                                                          0.49%(b)
- -------------------------------------------------------------------------
  Net investment income                                                             2.54%(b)
- -------------------------------------------------------------------------
  Expense waiver/reimbursement (a)                                                  0.44%(b)
- -------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                        $85,249
- -------------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from December 31, 1993 (date of initial
   public investment), to October 31, 1994. For the period from November 29,
   1993 (start of business) to December 31, 1993 the Fund had no investment
   activity.

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

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

(b) Computed on an annualized basis.


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 North Carolina municipal securities. The Fund may not be a suitable
investment for retirement plans or for non-North Carolina taxpayers because it
invests in municipal securities of North Carolina. A minimum initial investment
of $10,000 over a 90-day period is required.

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

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

INVESTMENT OBJECTIVE

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

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of North
Carolina municipal securities (as defined below) maturing in 13 months or less.
As a matter of investment policy, which cannot be changed without shareholder
approval, at least 80% of the Fund's annual interest income will be exempt from
federal regular income tax and North Carolina state income tax and intangibles
tax or at least 80% of its net assets will be invested in obligations, the
interest income from which is exempt from federal regular and North Carolina
state income tax and intangibles tax. (Federal regular income tax does not
include the federal individual alternative minimum tax or the federal
alternative minimum tax for corporations.) The average maturity of the
securities in the Fund's portfolio, computed on a dollar-weighted basis, will be
90 days or less. Unless indicated otherwise, the investment policies may be
changed by the Trustees without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS.  The Fund invests primarily in debt obligations issued
by or on behalf of North Carolina and its political subdivisions and financing
authorities, and obligations of other states, territories, and possessions of
the United States, including the District of Columbia, and any political
subdivision or financing authority of any of these, the income from which is, in
the opinion of qualified legal counsel, exempt from federal regular income tax
and North Carolina income tax and intangibles


tax ("North Carolina municipal securities"). Examples of North Carolina
municipal securities include, but are not limited to:

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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in North Carolina
     municipal securities from financial institutions such as commercial and
     investment banks, savings 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 North Carolina
     municipal securities.

     MUNICIPAL LEASES.  Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities. They may take the form of a lease, an installment purchase
     contract, a conditional sales contract, or a participation interest in any
     of the above.

RATINGS.  The North Carolina municipal 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 North Carolina
municipal securities is subject to the federal alternative minimum tax.

NORTH CAROLINA MUNICIPAL SECURITIES

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

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

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

INVESTMENT RISKS

Yields on North Carolina municipal securities depend on a variety of factors,
including: the general conditions of the short-term municipal note market and of
the municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of the Fund to achieve
its investment objective also depends on the continuing ability of the issuers
of North Carolina municipal securities and participation interests, or the
credit enhancers of either, to meet their obligations for the payment of
interest and principal when due. In addition, from time to time, the supply of
North Carolina municipal securities acceptable for purchase by the Fund could
become limited.


The Fund may invest in North Carolina municipal securities which are repayable
out of revenue streams generated from economically related projects or
facilities and/or whose issuers are located in the same state. Sizable
investments in these North Carolina municipal securities could involve an
increased risk to the Fund should any of these related projects or facilities
experience financial difficulties.

Obligations of issuers of North Carolina municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.

NON-DIVERSIFICATION

The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

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

INVESTMENT LIMITATIONS

The Fund will not borrow money or pledge securities except, under certain
circumstances, the Fund may borrow up to one-third of the value of its total
assets and pledge up to 15% of the value of total assets to secure such
borrowings. This investment limitation cannot be changed without shareholder
approval.

REGULATORY COMPLIANCE

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


TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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

INVESTMENT ADVISER.  Investment decisions for the Fund are made by Federated
Management, the Fund's investment adviser, subject to direction by the Trustees.
The adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase and sale of portfolio instruments.

     ADVISORY FEES.  The adviser receives an annual investment advisory fee
     equal to .50 of 1% of the Fund's average daily net assets. The adviser has
     undertaken to reimburse the Fund up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     The adviser also may voluntarily choose to waive a portion of its fee or
     reimburse other expenses of the Fund, but reserves the right to terminate
     such waiver or reimbursement at any time at its sole discretion.

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

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

DISTRIBUTION OF SHARES

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

SHAREHOLDER SERVICES PLAN.  The Fund has adopted a Shareholder Services Plan
(the "Services Plan") under which it will pay Federated Shareholder Services, an
affiliate of Federated Investors, an amount not exceeding .25 of 1% of the
average daily net asset value of the Fund to provide personal


services and/or maintenance of shareholder accounts to the Fund and its
shareholders. From time to time and for such periods as deemed appropriate, the
amount stated above may be reduced voluntarily.

Federated Shareholder Services may elect to pay financial institutions fees
based upon shares owned by their clients or customers for services provided to
those clients or customers. The schedules of such fees and the basis upon which
such fees will be paid will be determined from time to time by Federated
Shareholder Services.

SHAREHOLDER SERVICING ARRANGEMENTS.  The distributor may pay financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide certain services to shareholders. These
services may include, but are not limited to, distributing prospectuses and
other information, providing accounting assistance, and communicating or
facilitating purchases and redemptions of shares. Any fees paid for these
services by the distributor will be reimbursed by the adviser and not the Fund.

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

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

ADMINISTRATION OF THE TRUST

ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:

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

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. 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.

INDEPENDENT PUBLIC ACCOUNTANTS.  The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.

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

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: North Carolina Municipal Cash
Trust;


(Fund Number) (this number can be found on the account statement or by
contacting the Fund); Group Number or Order Number; Nominee or Institution Name;
and ABA Number 011000028. Shares cannot be purchased by wire on holidays when
wire transfers are restricted.

PURCHASING SHARES BY CHECK.  Shares may be purchased by sending a check made
payable to North Carolina Municipal Cash Trust to: Federated Services Company,
c/o State Street Bank and Trust Company, P.O. Box 8602, Boston, MA 02266-8602.
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, c/o State Street Bank and Trust Company, P.O. Box
8602, Boston, MA 02266-8602. The written request should state: North Carolina
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 Trust 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
North Carolina. Shareholders are urged to consult their own tax advisers
regarding the status of their accounts under state and local tax laws.

NORTH CAROLINA TAXES.  Under existing North Carolina laws, distributions made by
the Fund will not be subject to North Carolina income taxes to the extent that
such distributions qualify as exempt-interest dividends under the Internal
Revenue Code, and represent (i) interest on obligations of the state of North
Carolina or any of its political subdivisions; or (ii) interest of obligations
of the United States or its possessions. Conversely, to the extent that
distributions made by the Fund are derived from other types of obligations, such
distributions will be subject to North Carolina income taxes.

For purposes of the North Carolina Intangibles Personal Property Tax,
shareholders may exclude from the share value of the Fund that proportion of the
total share value which is attributable to the value of


the direct obligations of the state of North Carolina, its political
subdivisions and the United States held in the Fund as of December 31 of the
taxable 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 its
performance to certain indices.


ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>             <C>                                       <C>
North Carolina Municipal Cash Trust
                                                          Federated Investors Tower
                                                          Pittsburgh, PA 15222-3779
- ----------------------------------------------------------------------------------------------

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

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

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

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
- ----------------------------------------------------------------------------------------------
</TABLE>


                                      NORTH CAROLINA MUNICIPAL
                                      CASH TRUST
                                      PROSPECTUS

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

                                      Prospectus dated February 28, 1995

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

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      314229782
      3090803A (2/95)




North Carolina Municipal Cash Trust

(A Portfolio of Federated Municipal Trust)
Statement of Additional Information










    This Statement of Additional Information should
    be read with the prospectus of North Carolina
    Municipal Cash Trust (the "Fund") dated February
    28, 1995. This Statement is not a prospectus. To
    receive a copy of a prospectus, write or call
    the Fund.
    
    FEDERATED INVESTORS TOWER
    PITTSBURGH, PENNSYLVANIA 15222-3779
    
    Statement dated February 28, 1995
   
Federated
Securitie
s Corp.
Distr
ibuto
r
A
subsi
diary
of
Feder
ated
Inves
tors
Investment Policies                     1
 Acceptable Investments                1
 Participation
   Interests                            1
 Municipal Leases                      1
 When-Issued And
   Delayed Delivery
   Transactions                         1
 Repurchase Agreements                 1
North Carolina
Investment Risks                        2
Investment Limitations                  2
Brokerage Transactions                  4
Federated Municipal
Trust Management                        5
 Officers and Trustees                 5
 The Funds                             8
 Share Ownership                       9
 Trustees Compensation                 9
 Trustee Liability                    10
 Investment Adviser                   10
 Advisory Fees                        10
Fund Administration                    10
Shareholder Services
Plan                                   11
Determining Net Asset
Value                                  11
 Redemption in Kind                   11
 The Fund's Tax Status                11
Performance Information                12
 Yield                                12
 Effective Yield                      12
 Tax-Equivalent Yield                 12
 Tax-Equivalency Table                13
 Total Return                         13
 Performance
   Comparisons                         14

Investment Policies
Unless indicated otherwise, the policies described
below may be changed by the Trustees without
shareholder approval. Shareholders will be notified
before any material change in these policies becomes
effective.
Acceptable Investments
When determining whether a security presents minimal
credit risks, the investment adviser will consider the
creditworthiness of: the issuer of the security, the
issuer of any demand feature applicable to the
security, or any guarantor of either the security or
any demand feature.
Participation Interests
The financial institutions from which the Fund
purchases participation interests frequently provide
or secure from another financial institution
irrevocable letters of credit or guarantees and give
the Fund the right to demand payment of the principal
amounts of the participation interests plus accrued
interest on short notice (usually within seven days).
The municipal securities subject to the participation
interests are not limited to the Fund's maximum
maturity requirements so long as the participation
interests include the right to demand payment from the
issuers of those interests. By purchasing
participation interests having a seven day demand
feature, the Fund is buying a security meeting the
maturity and quality requirements of the Fund and also
is receiving the tax-free benefits of the underlying
securities.
Municipal Leases
The Fund may purchase municipal securities in the form
of participation interests that represent an undivided
proportional interest in lease payments by a
governmental or nonprofit entity. The lease payments
and other rights under the lease provide for and
secure payments on the certificates. Lease obligations
may be limited by municipal charter or the nature of
the appropriation for the lease. Furthermore, a lease
may provide that the participants cannot accelerate
lease obligations upon default. The participants would
only be able to enforce lease payments as they became
due. In the event of a default or failure of
appropriation, unless the participation interests are
credit enhanced, it is unlikely that the participants
would be able to obtain an acceptable substitute
source of payment.
In determining the liquidity of municipal lease
securities, the investment adviser, under the
authority delegated by the Board of Trustees, will
base its determination on the following factors:
whether the lease can be terminated by the lessee; the
potential recovery, if any, from a sale of the leased
property upon termination of the lease; the lessee's
general credit strength (e.g., its debt,
administrative, economic and financial characteristics
and prospects); the likelihood that the lessee will
discontinue appropriating funding for the leased
property because the property is no longer deemed
essential to its operations (e.g., the potential for
an "event of non-appropriation"); and any credit
enhancement or legal recourse provided upon an event
of non-appropriation or other termination of the
lease.
When-Issued And Delayed Delivery Transactions
These transactions are made to secure what is
considered to be an advantageous price or yield for
the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid
assets of the Fund sufficient to make payment for the
securities to be purchased are segregated on the
Fund's records at the trade date. These assets are
marked to market daily and are maintained until the
transaction has been settled. The Fund does not intend
to engage in when-issued and delayed delivery
transactions to an extent that would cause the
segregation of more than 20% of the total value of its
assets.
Repurchase Agreements
Certain securities in which the Fund invests may be
purchased pursuant to repurchase agreements.
Repurchase agreements are arrangements in which banks,
brokers/dealers, and other recognized financial
institutions sell securities to the Fund and agree at
the time of sale to repurchase them at a mutually
agreed upon time and price. To the extent that the
seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase
price on any sale of such securities. The Fund or its
custodian will take possession of the securities
subject to repurchase agreements, and these securities
will be marked to market daily. In the event that a
defaulting seller filed for bankruptcy or became
insolvent, disposition of such securities by the Fund
might be delayed pending court action. The Fund
believes that under the regular procedures normally in
effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Fund and allow
retention or disposition of such securities. The Fund
will only enter into repurchase agreements with banks
and other recognized financial institutions, such as
broker/dealers, which are deemed by the Fund's adviser
to be creditworthy pursuant to guidelines established
by the Trustees.
North Carolina Investment Risks
The State of North Carolina's credit strength is
derived from a diversified economy, relatively low
unemployment rates, strong financial management, and a
low debt burden. In recent years, the State's economy
has become less dependent on agriculture (primarily
tobacco) and manufacturing (textiles and furniture)
and has experienced increased activity in financial
services, research, high technology manufacturing, and
tourism. North Carolina did not escape the effects of
the economic slowdown; however, the State is now
experiencing an increase in economic development. Long-
term personal income trends indicate gains; however,
wealth levels still continue to lag the national
average. State unemployment rates consistently fall
below the national level; for August 1994, North
Carolina reported an unemployment rate of 4.9 percent.

North Carolina is a very conservative debt issuer and
has maintained debt levels that are low due to
constitutional debt limitations. Conservative policies
also dominate the State's financial operations. The
State's administration continually demonstrates its
ability and willingness to adjust financial planning
and budgeting to preserve financial balance. The
State's finances, which enjoyed surpluses and adequate
reserves throughout the 1980's, began reflecting the
economic downturn in fiscal 1990. To close the
shortfalls that emerged because of weakening revenues,
the State increased its sales and corporate tax rates
and implemented expenditure reductions and
restrictions. Management's actions resulted in
budgetary surpluses for fiscal 1992 and 1993, and
another surplus is anticipated for fiscal 1994, which
ended June 30. The financials of many North Carolina
municipalities are also strong, and over 25 percent of
all Aaa-rated tax-exempt bonds issued by local
municipalities throughout the country are issued by
cities and towns located in the State.

The Fund's concentration in securities issued by the
State and its political subdivisions provides a
greater level of risk than a fund which is diversified
across numerous states and municipal entities. The
ability of the State or its municipalities to meet
their obligations will depend on the availability of
tax and other revenues; economic, political, and
demographic conditions within the State; and the
underlying fiscal condition of the State, its
counties, and its municipalities.
Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or
      purchase any securities on margin but may obtain
      such short-term credits as are necessary for the
      clearance of transactions.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities except
      that the Fund may borrow money directly or
      through reverse repurchase agreements in amounts
      up to one-third of the value of its total
      assets, including the amounts borrowed.
      The Fund will not borrow money for investment
      leverage, but rather as a temporary,
      extraordinary, or emergency measure or to
      facilitate management of the portfolio by
      enabling the Fund to meet redemption requests
      when the liquidation of portfolio securities is
      deemed to be inconvenient or disadvantageous.
      The Fund will not purchase any securities while
      borrowings in excess of 5% of the value of its
      total assets are outstanding.
   Pledging Assets
      The Fund will not mortgage, pledge, or
      hypothecate any assets except as necessary to
      secure permitted borrowings. In those cases, it
      may pledge assets having a market value not
      exceeding the lesser of the dollar amounts
      borrowed or 15% of the value of its total assets
      at the time of the pledge.
   Lending Cash or Securities
      The Fund will not lend any of its assets, except
      that it may acquire publicly or nonpublicly
      issued North Carolina municipal securities or
      temporary investments or enter into repurchase
      agreements in accordance with its investment
      objective, policies, limitations, or Declaration
      of Trust.
   Investing in Commodities
      The Fund will not purchase or sell commodities,
      commodity contracts, or commodity futures
      contracts.
   Investing in Real Estate
      The Fund will not purchase or sell real estate,
      including limited partnerships, although it may
      invest in securities of issuers whose business
      involves the purchase or sale of real estate or
      in securities which are secured by real estate
      or interests in real estate.
   Underwriting
      The Fund will not underwrite any issue of
      securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in
      connection with the sale of securities in
      accordance with its investment objective,
      policies, and limitations.
   Concentration of Investments
      The Fund will not purchase securities, if, as a
      result of such purchase 25% or more of the value
      of its total assets would be invested in any one
      industry, or in industrial development bonds or
      other securities, the interest upon which is
      paid from revenues of similar types of projects.
      However, the Fund may invest as temporary
      investments more than 25% of the value of its
      assets in cash or cash items, securities issued
      or guaranteed by the U.S. government, its
      agencies, or instrumentalities, or instruments
      secured by these money market instruments, such
      as repurchase agreements.
The above limitations cannot be changed without
shareholder approval. The following investment
limitations, however, may be changed by the Trustees
without shareholder approval. Shareholders will be
notified before any material change in these
limitations becomes effective.
   Investing in Restricted Securities
      The Fund will not invest more than 10% of its
      total assets in securities subject to
      restrictions on resale under the Securities Act
      of 1933.
   Investing in Illiquid Securities
      The Fund will not invest more than 10% of the
      value of its net assets in illiquid securities.
   Investing in Securities of Other Investment
   Companies
      The Fund will not purchase securities of other
      investment companies, except as part of a
      merger, consolidation, or other acquisition.
   Investing in New Issuers
      The Fund will not invest more than 5% of the
      value of its total assets in securities of
      issuers (including companies responsible for
      paying principal and interest on industrial
      development bonds) which have records of less
      than three years of continuous operations,
      including the operation of any predecessor.
   Investing for Control
      The Fund will not invest in securities of a
      company for the purpose of exercising control or
      management.
   Investing in Issuers Whose Securities Are Owned by
   Officers and Trustees of the Trust
      The Fund will not purchase or retain the
      securities of any issuer if the Officers and
      Trustees of the Trust or its investment adviser,
      owning individually more than .50 of 1% of the
      issuer's securities, together own more than 5%
      of the issuer's securities.
   Investing in Options
      The Fund will not invest in puts, calls,
      straddles, spreads, or any combination of them.
   Investing in Minerals
      The Fund will not purchase or sell interests in
      oil, gas, or other mineral exploration or
      development programs or leases, although it may
      purchase the securities of issuers which invest
      in or sponsor such programs.
For purposes of the above limitations, the Fund
considers certificates of deposit and demand and time
deposits issued by a U.S. branch of a domestic bank or
savings and loan having capital, surplus, and
undivided profits in excess of $100,000,000 at the
time of investment to be "cash items." Except with
respect to borrowing money, if a percentage limitation
is adhered to at the time of investment, a later
increase or decrease in percentage resulting from any
change in value or net assets will not result in a
violation of such limitation.
The Fund did not borrow money or pledge securities in
excess of 5% of the value of its net assets during the
last fiscal year and has no present intent to do so
during the coming fiscal year.
Brokerage Transactions
When selecting brokers and dealers to handle the
purchase and sale of portfolio instruments, the
adviser looks for prompt execution of the order at a
favorable price. In working with dealers, the adviser
will generally use those who are recognized dealers in
specific portfolio instruments, except when a better
price and execution of the order can be obtained
elsewhere. The adviser makes decisions on portfolio
transactions and selects brokers and dealers subject
to guidelines established by the Trustees. The adviser
may select brokers and dealers who offer brokerage and
research services. These services may be furnished
directly to the Fund or to the adviser and may
include: advice as to the advisability of investing in
securities; security analysis and reports; economic
studies; industry studies; receipt of quotations for
portfolio evaluations; and similar services. Research
services provided by brokers and dealers may be used
by the adviser or its affiliates in advising the Fund
and other accounts. To the extent that receipt of
these services may supplant services for which the
adviser or its affiliates might otherwise have paid,
it would tend to reduce their expenses. The adviser
and its affiliates exercise reasonable business
judgment in selecting brokers who offer brokerage and
research services to execute securities transactions.
They determine in good faith that commissions charged
by such persons are reasonable in relationship to the
value of the brokerage and research services provided.
During the period from December 31, 1993 to October
31, 1994, the Fund paid no brokerage commissions.
Although investment decisions for the Fund are made
independently from those of the other accounts managed
by the adviser, investments of the type the Fund may
make may also be made by those other accounts. When
the Fund and one or more other accounts managed by the
adviser are prepared to invest in, or desire to
dispose of, the same security, available investments
or opportunities for sales will be allocated in a
manner believed by the adviser to be equitable to
each. In some cases, this procedure may adversely
affect the price paid or received by the Fund or the
size of the position obtained or disposed of by the
Fund. In other cases, however, it is believed that
coordination and the ability to participate in volume
transactions will be to the benefit of the Fund.
Federated Municipal Trust Management
Officers and Trustees
Officers and Trustees are listed with their
addresses, present positions with Federated Municipal
Trust, and principal occupations.

John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
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 Center
Pittsburgh, PA
Trustee
Director, Oberg Manufacturing Co.; Chairman of the
Board, Children's Hospital of Pittsburgh; Director,
Trustee or Managing General Partner of the Funds;
formerly, Senior Partner, Ernst & Young LLP.

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
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
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
Trustee
Attorney-at-law; Director, The Emerging Germany Fund,
Inc.; Director, Trustee, or Managing General Partner
of the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.

Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
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.@
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and
Flaherty; Director, Eat'N Park Restaurants, Inc., and
Statewide Settlement Agency, Inc.; Director, Trustee,
or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.

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

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


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
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
Trustee
Public relations/marketing consultant; Director,
Trustee, or Managing General Partner of the Funds.

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

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
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
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
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
Vice President and Secretary
Vice President, Secretary, General Counsel, and
Trustee, Federated Investors; Vice President,
Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Vice President and
Secretary, Federated Research Corp. and Passport
Research, Ltd.; Trustee, Federated Services Company;
Executive Vice President, Secretary, and Trustee,
Federated Administrative Services; Secretary and
Trustee, Federated Shareholder Services; Executive
Vice President and Director, Federated Securities
Corp.; Vice President and Secretary of the Funds.

      * This Trustee is deemed to be an "interested
      person" as defined in the Investment Company Act
      of 1940, as amended.
      @ Member of the Executive Committee. The
      Executive Committee of the Board of Trustees
      handles the responsibilities of the Board of
      Trustees between meetings of the Board.
The Funds
As referred to in the list of Trustees and Officers,
"Funds" includes the following investment companies:
American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust;
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 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; The Medalist Funds; Money
Market Management, Inc.; Money Market Obligations
Trust; Money Market Trust; Municipal Securities Income
Trust; 111 Corcoran Funds; Peachtree Funds; The
Planters Funds; Portage Funds; RIMCO Monument Funds;
The Shawmut Funds; Short-Term Municipal Trust; Star
Funds; The Starburst Funds; The Starburst Funds II;
Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For
Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury
Obligations; World Investment Series, Inc.
Share Ownership
Officers and Trustees own less than 1% of the Trust's
outstanding shares.
As of January 10, 1995, the following shareholders of
record owned 5% or more of the outstanding shares of
the North Carolina Municipal Cash Trust: Michael
Wilson, Wilmington, NC, owned approximately 6,817,454
shares (5.96%); Central Transport, Inc., Highpoint,
NC, owned approximately 7,207,822 shares (6.30%); H.
J. Faison, Charlotte, NC, owned approximately
7,585,000 shares (6.63%); and Julius Blum, Inc.,
Stanley, NC, owned approximately 9,195,100 shares
(8.04%).
Trustees Compensation

                      AGGREGATE            TOTAL COMPENSATION PAID
NAME,               COMPENSATION               TO TRUSTEES FROM
POSITION WITH            FROM                       TRUST
TRUST                   TRUST#                AND 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


#The aggregate compensation is provided for the Trust
which is comprised of 13 portfolios.
Trustee Liability
The Declaration of Trust provides that the Trustees
will not be liable for errors of judgment or mistakes
of fact or law. However, they are not protected
against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties
involved in the conduct of their office.
Investment Advisory Services
Investment Adviser
The Fund's investment adviser is Federated Management.
It is a subsidiary of Federated Investors. All the
voting securities of Federated Investors are owned by
a trust, the trustees of which are John F. Donahue,
his wife and his son, J. Christopher Donahue.
The adviser shall not be liable to Trust, the Fund, or
any shareholder of the Fund for any losses that may be
sustained in the purchase, holding, or sale of any
security or for anything done or omitted by it, except
acts or omissions involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the
duties imposed upon it by its contract with the Trust.
Advisory Fees
For its advisory services, Federated Management
receives an annual investment advisory fee as
described in the prospectus.
For the period from November 29, 1993 (start of
business) to October 31, 1994, the adviser earned
$296,066, of which $261,597 was voluntarily waived.
   State Expense Limitations
      The adviser has undertaken to comply with the
      expense limitations established by certain
      states for investment companies whose shares are
      registered for sale in those states. If the
      Fund's normal operating expenses (including the
      investment advisory fee, but not including
      brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2-1/2% per year
      of the first $30 million of average net assets,
      2% per year of the next $70 million of average
      net assets, and 1-1/2% per year of the remaining
      average net assets, the adviser will reimburse
      the Fund for its expenses over the limitation.
      If the Fund's monthly projected operating
      expenses exceed this limitation, the investment
      advisory fee paid will be reduced by the amount
      of the excess, subject to an annual adjustment.
      If the expense limitation is exceeded, the
      amount to be reimbursed by the adviser will be
      limited, in any single fiscal year, by the
      amount of the investment advisory fees.
      This arrangement is not part of the advisory
      contract and may be amended or rescinded in the
      future.
Fund Administration
Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel
and services to the Fund for a fee as described in the
prospectus. Prior to March 1, 1994, Federated
Administrative Services, Inc., also a subsidiary of
Federated Investors, served as the Fund's
Administrator. (For purposes of this Statement of
Additional Information, Federated Administrative
Services and Federated Administrative Services, Inc.
may hereinafter collectively be referred to as the
"Administrators".) For the period from November 29,
1993 (start of business) to October 31, 1994, the
Administrators earned $52,447. 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. For the fiscal period from
November 29, 1993 (start of business) to October 31,
1994, payments in the amount of $110,145 were made
pursuant to the Shareholder Services Plan, all of
which was paid to financial institutions.
Determining Net Asset Value
The Trustees have decided that the best method for
determining the value of portfolio instruments is
amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as
adjusted for amortization of premium or accumulation
of discount rather than at current market value.
Accordingly, neither the amount of daily income nor
the net asset value is affected by any unrealized
appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated
daily yield on shares of the Fund computed by dividing
the annualized daily income on the Fund's portfolio by
the net asset value computed as above may tend to be
higher than a similar computation made by using a
method of valuation based upon market prices and
estimates. In periods of rising interest rates, the
opposite may be true.
The Fund's use of the amortized cost method of valuing
portfolio instruments depends on its compliance with
certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission
under the Investment Company Act of 1940. Under the
Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value
per share, as computed for purposes of distribution
and redemption, at $1.00 per share, taking into
account current market conditions and the Fund's
investment objective. The procedures include
monitoring the relationship between the amortized cost
value per share and the net asset value per share
based upon available indications of market value. The
Trustees will decide what, if any, steps should be
taken if there is a difference of more than 0.5 of 1%
between the two values. The Trustees will take any
steps they consider appropriate (such as redemption in
kind or shortening the average portfolio maturity) to
minimize any material dilution or other unfair results
arising from differences between the two methods of
determining net asset value.
Redemption in Kind
The Fund is obligated to redeem shares solely in cash
up to $250,000 or 1% of the Fund's net asset value,
whichever is less, for any one shareholder within a 90-
day period. Any redemption beyond this amount will
also be in cash unless the Trustees determine that
further payments should be in kind. In such cases, the
Fund will pay all or a portion of the remainder of the
redemption in portfolio instruments valued in the same
way as the Fund determines net asset value. The
portfolio instruments will be selected in a manner
that the Trustees deem fair and equitable. Redemption
in kind is not as liquid as a cash redemption. If
redemption is made in kind, shareholders who sell
these securities could receive less than the
redemption value and could incur certain transaction
costs.
The Fund's Tax Status
To qualify for the special tax treatment afforded to
regulated investment companies, the Fund must, among
other requirements: derive at least 90% of its gross
income from dividends, interest, and gains from the
sale of securities; derive less than 30% of its gross
income from the sale of securities held less than
three months; invest in securities within certain
statutory limits; and distribute to its shareholders
at least 90% of its net income earned during the year.
Performance Information
Performance depends upon such variables as: portfolio
quality; average portfolio maturity; type of
instruments in which the portfolio is invested;
changes in interest rates; changes in expenses; and
the relative amount of cash flow. To the extent that
financial institutions and broker/dealers charge fees
in connection with services provided in conjunction
with an investment in shares of the Fund, the
performance will be reduced for those shareholders
paying those fees.
Yield
The Fund calculates its yield based upon the seven
days ending on the day of the calculation, called the
"base period." This yield is computed by: determining
the net change in the value of a hypothetical account
with a balance of one share at the beginning of the
base period, with the net change excluding capital
changes but including the value of any additional
shares purchased with dividends earned from the
original one share and all dividends declared on the
original and any purchased shares; dividing the net
change in the account's value by the value of the
account at the beginning of the base period to
determine the base period return; and multiplying the
base period return by 365/7.
The Fund's yield for the seven-day period ended
October 31, 1994, was 2.94%.
Effective Yield
The Fund calculates its effective yield by compounding
the unannualized base period return by: adding 1 to
the base period return; raising the sum to the 365/7th
power; and subtracting 1 from the result.
The Fund's effective yield for the seven-day period
ended October 31, 1994, was 2.99%.
Tax-Equivalent Yield
The tax-equivalent yield of the Fund is calculated
similarly to the yield but is adjusted to reflect the
taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a 39.6% tax rate (the
maximum effective federal rate for individuals) and
assuming that income is 100% exempt.
The Fund's tax-equivalent yield for the seven-day
period ended October 31, 1994, was 5.58%.
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.

<TABLE>
<CAPTION>
     TAXABLE YIELD EQUIVALENT FOR 1995
STATE OF NORTH CAROLINA
     TAX BRACKET:
     <S>        <C>         <C>         <C>         <C>         <C>         <C>
     FEDERAL    15.00%      28.00%      31.00%      31.00%      36.00%      39.60%
     
     COMBINED
     FEDERAL
     AND STATE  22.00%      35.00%      38.00%      38.75%      43.75%      47.35%
     JOINT        $1-     $39,001-    $94,251-   $100,001-   $143,601-      OVER
     RETURN      39,000    94,250     100,000     143,600     256,500     $256,500
     
     SINGLE       $1-     $23,351     $56,551     $60,001     $117,951      OVER
     RETURN    23,350      56,550      60,000     117,950     256,500     $256,500
     
     TAX-EXEMPT
     YIELD                    TAXABLE YIELD EQUIVALENT
     3.50%       4.49%       5.38%       5.65%       5.71%       6.22%       6.65%
     4.00%       5.13%       6.15%       6.45%       6.53%       7.11%       7.60%
     4.50%       5.77%       6.92%       7.26%       7.35%       8.00%       8.55%
     5.00%       6.41%       7.69%       8.06%       8.16%       8.89%       9.50%
     5.50%       7.05%       8.46%       8.87%       8.98%       9.78%      10.45%
     6.00%       7.69%       9.23%       9.68%       9.80%      10.67%      11.40%
     6.50%       8.33%      10.00%      10.48%      10.61%      11.56%      12.35%
     7.00%       8.97%      10.77%      11.29%      11.43%      12.44%      13.30%
     7.50%       9.62%      11.54%      12.10%      12.24%      13.33%      14.25%
     8.00%      10.26%      12.31%      12.90%      13.06%      14.22%      15.19%
</TABLE>
     
     NOTE: THE MAXIMUM MARGINAL TAX RATE FOR EACH
     BRACKET WAS USED IN CALCULATING THE TAXABLE
     YIELD EQUIVALENT. FURTHERMORE, ADDITIONAL STATE
     AND LOCAL TAXES PAID ON COMPARABLE TAXABLE
     INVESTMENTS WERE NOT USED TO INCREASE FEDERAL
     DEDUCTIONS.
     The chart above is for illustrative purposes
     only. It is not an indicator of past or future
     performance of the Fund.
     *Some portion of the Fund's income may be
     subject to the federal alternative minimum tax
     and state and local 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.
   

314229782
3090803B (2/95)


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

The shares of California Municipal Cash Trust (the "Fund") offered by this
prospectus represent interests in a non-diversified portfolio of Federated
Municipal Trust (the "Trust"), an open-end management investment company (a
mutual fund). The Fund invests in short-term California municipal securities to
achieve current income exempt from federal regular income tax and the personal
income taxes imposed by the State of California consistent with stability of
principal.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE FUND
ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE
NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

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

The Fund has also filed a Statement of Additional Information dated February 28,
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 February 28, 1995

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

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

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

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
  California Municipal Securities                                              6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7
  Regulatory Compliance                                                        7

TRUST INFORMATION                                                              8
- ------------------------------------------------------

  Management of the Trust                                                      8
  Distribution of Shares                                                       8
  Administration of the Fund                                                   9

NET ASSET VALUE                                                               10
- ------------------------------------------------------

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

  Special Purchase Features                                                   11

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

  Special Redemption Features                                                 12

ACCOUNT INFORMATION                                                           13
- ------------------------------------------------------

  Dividends                                                                   13
  Capital Gains                                                               13
  Certificates and Confirmations                                              13
  Accounts with Low Balances                                                  13

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

  Voting Rights                                                               13
  Massachusetts Partnership Law                                               13

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  State and Local Taxes                                                       14

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

ADDRESSES                                                                     16
- ------------------------------------------------------

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

<TABLE>
<S>                                                                                                <C>        <C>
                                           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 average net assets)
Management Fee (after waiver) (1)...........................................................................      0.06%
12b-1 Fee...................................................................................................       None
Total Other Expenses........................................................................................      0.53%
    Shareholder Services Fee (after waiver) (2)..................................................      0.18%
         Total Fund Operating Expenses (3)..................................................................  0.59%
</TABLE>

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

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

(3) The Total Fund Operating Expenses in the table above are based on expenses
    expected during the fiscal year ending October 31, 1995. The Total Fund
    Operating Expenses were 0.59% for the fiscal year ended October 31, 1994 and
    were 1.03% absent the voluntary waiver of a portion of the management fee.

    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the 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.

<TABLE>
<CAPTION>
EXAMPLE                                                                     1 year     3 years    5 years   10 years
<S>                                                                        <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period.......     $6         $19        $33        $74
</TABLE>

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


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

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants, for the year ended September 30, 1994 and for
the period from October 1, 1994 to October 31, 1994. Their report, dated
December 14, 1994, on the Fund's financial statements for the year ended
September 30, 1994 and for the period from October 1, 1994 to October 31, 1994
is included in the Annual Report, which is incorporated by reference. The
financial statements as of September 30, 1993 as well as the financial
highlights for the periods ended September 30, 1989, through September 30, 1993,
were audited by other auditors whose report dated November 12, 1993 is also
incorporated by reference. This table should be read in conjunction with the
Fund's financial statements and notes thereto, which may be obtained free of
charge from the Fund.
<TABLE>
<CAPTION>
                                                                           YEAR ENDED
                                          OCTOBER 31,                               SEPTEMBER 30,
                                             1994*          1994       1993       1992       1991       1990      1989**
<S>                                           <C>           <C>        <C>        <C>        <C>        <C>        <C>
- -------------------------------------        -------      ---------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, BEGINNING OF PERIOD       $   1.000      $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00
- -------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------
  Net investment income                        0.002           0.02       0.02       0.03       0.04       0.05       0.03
- -------------------------------------        -------      ---------  ---------  ---------  ---------  ---------  ---------
LESS DISTRIBUTIONS
- -------------------------------------
  Dividends to shareholders from net
  investment income                           (0.002)         (0.02)     (0.02)     (0.03)     (0.04)     (0.05)     (0.03)
- -------------------------------------        -------      ---------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD             $   1.000      $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00
- -------------------------------------        -------      ---------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN***                                 0.23%          2.07%      2.03%      2.83%      4.30%      5.38%      2.95%
- -------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------
  Expenses                                      0.59%(a)       0.58%      0.54%      0.45%      0.35%      0.38%      0.40%(a)
- -------------------------------------
  Net investment income                         2.71%(a)       2.03%      2.00%      2.76%      4.19%      5.27%      5.86%(a)
- -------------------------------------
  Expense waiver/reimbursement (b)              0.44%(a)       0.40%      0.35%      0.58%      0.75%      0.86%      0.89%(a)
- -------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------
  Net assets, end of period
  (000 omitted)                              $81,563        $74,707   $104,322    $59,709    $56,754    $50,391    $36,628
- -------------------------------------
</TABLE>

 * For the one month ended October 31, 1994.

 ** Reflects operations for the period from March 15, 1989 (date of initial
public offering) to September 30, 1989.

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

 (a) Computed on an annualized basis.


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


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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares representing interests in separate portfolios of
securities. The Fund is designed for banks and other institutions that hold
assets for individuals, trusts, estates, or partnerships as a convenient means
of accumulating an interest in a professionally managed, non-diversified
portfolio investing primarily in short-term California municipal securities. The
Fund may not be a suitable investment for retirement plans or for non-California
taxpayers because it invests in municipal securities of California. A minimum
initial investment of $25,000 over a 90-day period is required.

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

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

INVESTMENT OBJECTIVE

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

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
California municipal securities (as defined below) maturing in 13 months or
less. As a matter of investment policy, which cannot be changed without
shareholder approval, at least 80% of the Fund's annual interest income will be
exempt from federal regular income tax and California state income tax. (Federal
regular income tax does not include the federal individual alternative minimum
tax or the federal alternative minimum tax for corporations.) The average
maturity of the securities in the Fund's portfolio, computed on a
dollar-weighted basis, will be 90 days or less. Unless indicated otherwise, the
investment policies may be changed by the Trustees without shareholder approval.
Shareholders will be notified before any material change in these policies
becomes effective.

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

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


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

       municipal commercial paper and other short-term notes;

       variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in California
     municipal securities from financial institutions such as commercial and
     investment banks, savings 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 California municipal
     securities.

     MUNICIPAL LEASES.  Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities. They may take the form of a lease, an installment purchase
     contract, a conditional sales contract, or a participation interest in any
     of the above.

RATINGS. The California municipal 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.

CALIFORNIA MUNICIPAL SECURITIES

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

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

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

INVESTMENT RISKS

Yields on California municipal securities depend on a variety of factors,
including: the general conditions of the short-term municipal note market and of
the municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of the Fund to achieve
its investment objective also depends on the continuing ability of the issuers
of California municipal securities and participation interests, or the credit
enhancers of either, to meet their obligations for the payment of interest and
principal when due. In addition, from time to time, the supply of California
municipal securities acceptable for purchase by the Fund could become limited.

The Fund may invest in California municipal securities which are repayable out
of revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in these
California municipal securities could involve an increased risk to the Fund
should any of these related projects or facilities experience financial
difficulties.


Obligations of issuers of California municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.

NON-DIVERSIFICATION

The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

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

INVESTMENT LIMITATIONS

The Fund will not borrow money or pledge securities except, under certain
circumstances, the Fund may borrow up to one-third of the value of its total
assets and pledge up to 15% of the value of those assets to secure such
borrowings. This investment limitation cannot be changed without shareholder
approval.

REGULATORY COMPLIANCE

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


TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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

INVESTMENT ADVISER. Investment decisions for the Fund are made by Federated
Management, the Fund's investment adviser, subject to direction by the Trustees.
The adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase and sale of portfolio instruments.

     ADVISORY FEES.  The adviser receives an annual investment advisory fee
     equal to .50 of 1% of the Fund's average daily net assets. The adviser has
     undertaken to reimburse the Fund up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     The adviser also may voluntarily choose to waive a portion of its fee or
     reimburse other expenses of the Fund, but reserves the right to terminate
     such waiver or reimbursement at any time at its sole discretion.

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

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

DISTRIBUTION OF SHARES

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

SHAREHOLDER SERVICES PLAN. The Fund has adopted a Shareholder Services Plan (the
"Services Plan") under which it will pay Federated Shareholder Services, an
affiliate of Federated Investors, an amount not exceeding .25 of 1% of the
average daily net asset value of the Fund to provide personal services and/or
maintenance of shareholder accounts to the Fund and its shareholders. From time
to time and for such periods as it deems appropriate, Federated Shareholder
Services may voluntarily reduce the amount stated above.

Federated Shareholder Services may elect to pay financial institutions fees
based upon shares owned by their clients or customers for services provided to
those clients or customers. The schedules of such fees and the basis upon which
such fees will be paid will be determined from time to time by Federated
Shareholder Services.

SHAREHOLDER SERVICING ARRANGEMENTS. The distributor may pay financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide certain services to shareholders. These
services may include, but are not limited to, distributing prospectuses and
other information, providing accounting assistance, and communicating or
facilitating purchases and redemptions of shares. Any fees paid for these
services by the distributor will be reimbursed by the adviser and not the Fund.

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

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

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:

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

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. 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.

INDEPENDENT PUBLIC ACCOUNTANTS. The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.

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

The Fund attempts to stabilize the net asset value of its shares at $1.00 by
valuing the portfolio securities using the amortized cost method. The net asset
value per share is determined by subtracting total liabilities from total assets
and dividing the remainder by the number of shares outstanding. The Fund cannot
guarantee that its net asset value will always remain at $1.00 per share.

The net asset value is determined at 9:00 a.m. Pacific time (12:00 noon Eastern
time), 10:00 a.m. Pacific time (1:00 p.m. Eastern time), and 1:00 p.m. Pacific
time (4:00 p.m. Eastern time) Monday through Friday except on: (i) days on which
there are not sufficient changes in the value of the Fund's portfolio securities
that its net asset value might be materially affected; (ii) days during which no
shares are tendered for redemption and no orders to purchase shares are
received; or (iii) the following holidays: New Year's Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day.

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 $25,000. (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 10:00 a.m. Pacific time (1:00 p.m. Eastern time). The order is considered
received immediately. Payment by federal funds must be received before 12:00
noon Pacific time (3:00 p.m. Eastern time) in order to begin earning dividends
that same day. Federal funds should be wired as follows: Federated Services
Company, c/o State Street Bank and Trust Company, Boston, MA; Attention;
EDGEWIRE; For Credit to: California Municipal Cash Trust; Fund Number (this
number can be found on the account statement or by contacting the Fund); Group
Number or Order Number; Nominee or Institution Name; and ABA Number 011000028.
Shares cannot be purchased by wire on holidays when wire transfers are
restricted.

PURCHASING SHARES BY CHECK. Shares may be purchased by sending a check made
payable to California Municipal Cash Trust to: Federated Services Company, c/o
State Street Bank and Trust Company, P.O. Box 8604, Boston, MA 02266-8604.
Orders by mail are considered received when payment by check is converted into
federal funds (normally the business day after the check is received) and shares
begin earning dividends the next day.

SPECIAL PURCHASE FEATURES

SYSTEMATIC INVESTMENT PROGRAM. A minimum of $100 can be automatically withdrawn
periodically from the shareholder's checking account at 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 a Fund
receives the redemption request. Redemptions will be made on days on which the
Fund computes its net asset value. Redemption requests must be received in
proper form and can be made as described below.

REDEEMING SHARES THROUGH A FINANCIAL INSTITUTION. Shares may be redeemed by
contacting the shareholder's financial institution. Shares will be redeemed at
the net asset value next determined after Federated Services Company receives
the redemption request. According to the shareholder's instructions, redemption
proceeds can be sent to the financial institution or to the shareholder by check
or by wire. The financial institution is responsible for promptly submitting
redemption requests and providing proper written redemption instructions.
Customary fees and commissions may be charged by the financial institution for
this service.

REDEEMING SHARES BY TELEPHONE. Redemptions in any amount may be made by calling
the Fund provided the Fund has a properly completed authorization form. These
forms can be obtained from Federated Securities Corp. Proceeds from redemption
requests received before 9:00 a.m. Pacific time (12:00 noon Eastern time) will
be wired the same day to the shareholder's account at a domestic commercial bank
which is a member of the Federal Reserve System, but will not include that day's
dividend. Proceeds from redemption requests received after that time 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 11:00 a.m. Pacific time (2:00 p.m. Eastern time).
Proceeds from redeemed shares purchased by check or through ACH will not be
wired until that method of payment has cleared.

Telephone instructions may be recorded and if reasonable procedures are not
followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If this occurs, "Redeeming Shares By Mail"
should be considered. If at any time the Fund shall determine it necessary to
terminate or modify the telephone redemption privilege, shareholders would be
promptly notified.

REDEEMING SHARES BY MAIL. Shares may be redeemed in any amount by mailing a
written request together with properly endorsed certificates, if issued, to:
Federated Services Company, c/o State Street Bank and Trust Company, P.O. Box
8604, Boston, MA 02266-8604. The written request should state: California
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 firm of a
domestic stock exchange; or any other "eligible guarantor institution," as
defined in the Securities Exchange Act of 1934. The Fund does not accept
signatures guaranteed by a notary public.

SPECIAL REDEMPTION FEATURES

CHECK WRITING. Upon request, a checking account will be established to allow
shareholders to redeem their fund shares. 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 $25,000 due to shareholder redemptions, the Fund may redeem
all of the remaining shares in that account (except accounts maintained by
retirement plans) 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
California. Shareholders are urged to consult their own tax advisers regarding
the status of their accounts under state and local tax laws.

CALIFORNIA TAXES. Under existing California laws, distributions made by the Fund
will not be subject to California individual income taxes provided that such
distributions qualify as exempt-interest dividends under the California Revenue
and Taxation Code, and provided further that at the close of each quarter, at
least 50 percent of the value of the total assets of the Fund consists of
obligations the interest on which is exempt from California taxation under
either the Constitution or laws of California or the Constitution or laws of the
United States. The Fund will furnish its shareholders with a written note
designating exempt-interest dividends within 60 days after the close of its
taxable year. Conversely, to the extent that distributions made by the Fund are
derived from other types of obligations, such distributions will be subject to
California individual income taxes.

Dividends of the Fund are not exempt from the California taxes payable by
corporations.

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

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

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

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

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare its
performance to certain indices.

ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                                <C>
California Municipal Cash Trust
                                                                                       Federated Investors Tower
                                                                                       Pittsburgh, PA 15222-3779
- -----------------------------------------------------------------------------------------------------------------------

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

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

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

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
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

CALIFORNIA MUNICIPAL
CASH TRUST
PROSPECTUS
A Non-Diversified Portfolio of
Federated Municipal Trust,
an Open-End Management
Investment Company

Prospectus dated February 28, 1995

314229766
G00329-01 (2/95)



California Municipal Cash Trust

(A Portfolio of Federated Municipal Trust)
Statement of Additional Information










    This Statement of Additional Information should
    be read with the prospectus of California
    Municipal Cash Trust (the "Fund") dated February
    28, 1995. This Statement is not a prospectus.
    To receive a copy of a prospectus, write or call
    the Fund.
    
    FEDERATED INVESTORS TOWER
    PITTSBURGH, PENNSYLVANIA 15222-3779
    
    Statement dated February 28, 1995
   
Federated
Securitie
s Corp.
Distr
ibuto
r
A
subsi
diary
of
Feder
ated
Inves
tors
General Information
About the Fund                          1
Investment Policies                     1
 Acceptable Investments                1
 Participation
   Interests                            1
 Municipal Leases                      1
 When-Issued And
   Delayed Delivery
   Transactions                         1
 Repurchase Agreements                 1
California Investment
Risks                                   2
Investment Limitations                  3
Brokerage Transactions                  5
Federated Municipal
Trust Management                        5
 The Funds                             9
 Share Ownership                       9
 Trustee Liability                     9
 Investment Adviser                    9
 Advisory Fees                         9
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                      11
 Tax-Equivalent Yield                 12
 Tax-Equivalency Table                12
 Total Return                         13
 Performance
   Comparisons                         13
General Information About the Fund
The Fund is a portfolio of Federated Municipal Trust
(the "Trust"), which was established as a
Massachusetts business trust under a Declaration of
Trust dated September 1, 1989.  On August 5, 1994,
shareholders of California Municipal Cash Trust, an
investment company whose investment objective and
policies are identical to those of the Fund, voted to
exchange their shares for shares of the Fund. The
fiscal year-end of California Municipal Cash Trust was
September 30.
Investment Policies
Unless indicated otherwise, the policies described
below may be changed by the Trustees without
shareholder approval. Shareholders will be notified
before any material change in these policies becomes
effective.
Acceptable Investments
When determining whether a security presents minimal
credit risks, the investment adviser will consider the
creditworthiness of: the issuer of the security, the
issuer of any demand feature applicable to the
security, or any guarantor of either the security or
any demand feature.
Participation Interests
The financial institutions from which the Fund
purchases participation interests frequently provide
or secure from another financial institution
irrevocable letters of credit or guarantees and give
the Fund the right to demand payment of the principal
amounts of the participation interests plus accrued
interest on short notice (usually within seven days).
The municipal securities subject to the participation
interests are not limited to the Fund's maximum
maturity requirements so long as the participation
interests include the right to demand payment from the
issuers of those interests. By purchasing
participation interests having a seven day demand
feature, the Fund is buying a security meeting the
maturity and quality requirements of the Fund and also
is receiving the tax-free benefits of the underlying
securities.
Municipal Leases
The Fund may purchase municipal securities in the form
of participation interests that represent an undivided
proportional interest in lease payments by a
governmental or nonprofit entity. The lease payments
and other rights under the lease provide for and
secure payments on the certificates. Lease obligations
may be limited by municipal charter or the nature of
the appropriation for the lease. Furthermore, a lease
may provide that the participants cannot accelerate
lease obligations upon default. The participants would
only be able to enforce lease payments as they became
due. In the event of a default or failure of
appropriation, unless the participation interests are
credit enhanced, it is unlikely that the participants
would be able to obtain an acceptable substitute
source of payment.
In determining the liquidity of municipal lease
securities, the investment adviser, under the
authority delegated by the Board of Trustees, will
base its determination on the following factors:
whether the lease can be terminated by the lessee; the
potential recovery, if any, from a sale of the leased
property upon termination of the lease; the lessee's
general credit strength (e.g., its debt,
administrative, economic and financial characteristics
and prospects); the likelihood that the lessee will
discontinue appropriating funding for the leased
property because the property is no longer deemed
essential to its operations (e.g., the potential for
an "event of non-appropriation"); and any credit
enhancement or legal recourse provided upon an event
of non-appropriation or other termination of the
lease.
When-Issued And Delayed Delivery Transactions
These transactions are made to secure what is
considered to be an advantageous price or yield for
the Fund. No fees or other expenses, other than normal
transaction costs, are incurred.  However, liquid
assets of the Fund sufficient to make payment for the
securities to be purchased are segregated on the
Fund's records at the trade date.  These assets are
marked to market daily and are maintained until the
transaction has been settled.  The Fund does not
intend to engage in when-issued and delayed delivery
transactions to an extent that would cause the
segregation of more than 20% of the total value of its
assets.
Repurchase Agreements
Certain securities in which the Fund invests may be
purchased pursuant to repurchase agreements.
Repurchase agreements are arrangements in which banks,
brokers/dealers, and other recognized financial
institutions sell securities to the Fund and agree at
the time of sale to repurchase them at a mutually
agreed upon time and price. To the extent that the
seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase
price on any sale of such securities. The Fund or its
custodian will take possession of the securities
subject to repurchase agreements, and these securities
will be marked to market daily.  In the event that a
defaulting seller filed for bankruptcy or became
insolvent, disposition of such securities by the Fund
might be delayed pending court action.  The Fund
believes that under the regular procedures normally in
effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Fund and allow
retention or disposition of such securities.  The Fund
will only enter into repurchase agreements with banks
and other recognized financial institutions, such as
broker/dealers, which are deemed by the Fund's adviser
to be creditworthy pursuant to guidelines established
by the Trustees.
California Investment Risks
Limits on Taxing and Spending Authority
Developments in California which constrain the taxing
and spending authority of California governmental
entities could adversely affect the ability of such
entities to meet their interest and/or principal
payment obligations on securities they have issued or
will issue. The following information constitutes only
a brief summary and is not intended as a complete
description.
In 1978, a statewide referendum approved Proposition
13, an amendment to the California Constitution
limiting both the valuation of real property for
property tax purposes and the power of local taxing
authorities to increase real property tax revenues. To
provide revenue to local governments, legislation was
enacted shortly thereafter providing for the
redistribution to local governments of the State's
then existing surplus in its General Fund,
reallocation of revenues to local governments, and
assumption by the State of certain local government
obligations. More recent California legislation has,
however, reduced state assistance payments to local
governments and reallocated a portion of such payments
to the State's General Fund.
In 1979, California voters amended the California
Constitution again by passing Article XIII B, which
imposes an appropriations limit on the spending
authority of certain state and local government
entities. The state's appropriations limit is based on
its 1978-1979 fiscal year authorizations to expend
proceeds of taxes and is adjusted annually to reflect
changes in cost of living and population and transfer
of financial responsibility from one governmental unit
to another.  If a California governmental entity
raises revenues beyond its appropriations limit, the
excess must be returned to the entity's taxpayers
within the two subsequent fiscal years, generally by a
tax credit, refund, or temporary suspension of tax
rates or fee schedules.  These spending limitations do
not, however, apply to the debt service on obligations
existing or legally authorized as of January 1, 1979,
or on bonded indebtedness thereafter approved by the
voters.
In November 1988, California voters approved
Proposition 98. This initiative requires that revenues
in excess of amounts permitted to be spent, and which
would otherwise be returned by revision of tax rates
or fee schedules, be transferred and allocated (up to
a maximum of 4%) to the State School Fund and be
expended solely for purposes of instructional
improvement and accountability.  Any funds allocated
to the State School Fund shall cause the appropriation
limits to be annually increased for any such
allocation made in the prior year. Proposition 98 also
requires the State of California to provide a minimum
level of funding for public schools and community
colleges. The initiative permits the enactment of
legislation, by a two-thirds vote, to suspend the
minimum funding requirement for one year.
The effect of these various constitutional and
statutory changes upon the ability of California
municipal securities issuers to pay interest and
principal on their obligations remains unclear.
Furthermore, other measures affecting the taxing or
spending authority of California or its political
subdivisions may be approved or enacted in the future.
Economic Developments
Recent economic data suggest the California economy
continues to emerge from the recession, albeit
sluggishly.  The state's recovery has been inhibited
by the continued downsizing of the aerospace industry.
The state has lost about 868,000 jobs (7 percent of
its workforce) since 1990, about half attributable to
defense downsizing and 40 percent to construction
losses.  During this period, service sector employment
grew and outside forecasters predict real economic and
employment growth in calendar 1995, despite further
scheduled military base closings.
California has been struggling with its finances for
several years; the last time its general fund
unreserved-undesignated fund balance was positive on a
statutory basis was in 1989, and on a GAAP basis in
1985.  The budget enacted July 1994 sought to address
an accumulated state deficit totaling $4.0 billion by
adopting a two year budget designed to leave the state
with a small surplus by the end of fiscal year 1994-
1995.  Major spending and revenue actions during the
last three budgets have significantly mitigated
further deterioration in the state's financial
position.  However, this progress is misleading
because it ignores "off-budget" school expenditures.
Looking ahead to the upcoming fiscal year, the
Governor's budget for fiscal year 1994-1995 released
in July 1994 rests on extremely ambitious and
unrealistic assumptions, especially those regarding
federal aid; and it defers budget balancing actions
into fiscal year 1995-1996. The measures undertaken to
balance the current state budget signal an increased
vulnerability of local governments to the state
government's financial condition.
The Fund's concentration in securities issued by the
state and its political subdivisions provides a
greater level of risk than a fund which is diversified
across numerous states and municipal entities. The
ability of the state or its municipalities to meet
their obligations will depend on the availability of
tax and other revenues; economic, political, and
demographic conditions within the state; and the
underlying fiscal conditions of the state, its
counties, and its municipalities. Reductions in state
revenues and spending may also adversely affect the
ratings of California's counties, municipalities, and
other public financing authorities.
On December 6, 1994, the Board of Supervisors of
Orange County, California filed a bankruptcy petition
under Chapter 9 of the bankruptcy code on behalf of
the county and the county investment pool.  The Fund
owns $4 million principal amount of Orange County,
California 1994-1995 Tax and Revenue Anticipation
Notes Series B due August 10, 1995 (TRANs").  In
response to the bankruptcy filing, a letter of credit
issued by PNC Bank has been obtained which guarantees
full payment of the principal value of the TRANs held
by the Fund. It is still unclear what effect the
Orange County bankruptcy filing will have upon the
valuation of other California municipal securities.
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.  In those cases, it
      may pledge assets having a market value not
      exceeding the lesser of the dollar amounts
      borrowed or 15% of the value of total assets at
      the time of the pledge.
   Lending Cash or Securities
      The Fund will not lend any of its assets, except
      that it may acquire publicly or non-publicly
      issued California municipal securities or
      temporary investment or enter into repurchase
      agreements, in accordance with its investment
      objective, policies, limitations, or Declaration
      of Trust.
   Investing in Commodities
      The Fund will not purchase or sell commodities,
      commodity contracts, or commodity futures
      contracts.
   Investing in Real Estate
      The Fund will not purchase or sell real estate,
      although it may invest in securities of issuers
      whose business involves the purchase or sale of
      real estate or in securities which are secured
      by real estate or interests in real estate.
   Underwriting
      The Fund will not underwrite any issue of
      securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in
      connection with the sale of securities in
      accordance with its investment objective,
      policies, and limitations.
   Concentration of Investments
      The Fund will not purchase securities if, as a
      result of such purchase, 25% or more of the
      value of its total assets would be invested in
      any one industry, or in industrial development
      bonds or other securities the interest upon
      which is paid from revenues of similar types of
      projects. However, the Fund may invest as
      temporary investments more than 25% of the value
      of its assets in cash or certain money market
      instruments, securities issued or guaranteed by
      the U.S. government, its agencies or
      instrumentalities, or instruments secured by
      these money market instruments, such as
      repurchase agreements.
   Investments in Any One Issuer
      With respect to securities comprising 75% of its
      assets, the Fund will not invest more than 10%
      of its total assets in the securities of any one
      issuer (except cash and cash items, repurchase
      agreements collateralized by U.S. government
      securities, and U.S. government obligations).
      Under this limitation, each governmental
      subdivision, including states, territories,
      possessions of the United States, or their
      political subdivisions, agencies, authorities,
      instrumentalitites, or similar entities, will be
      considered a separate issuer if its assets and
      revenues are separate from those of the
      government body creating it and the security is
      backed only by its own assets and revenues.
      Industrial development bonds backed only by the
      assets and revenues of a non-governmental issuer
      are considered to be issued solely by that
      issuer.  If in the case of an industrial
      development bond or government issued security,
      a governmental or other entity guarantees the
      security, such guarantee would be considered a
      separate security issued by the guarantor, as
      well as the other issuer, subject to limited
      exclusions allowed by the Investment Company Act
      of 1940.
The above limitations cannot be changed without
shareholder approval.  The following investment
limitations, however, may be changed by the Trustees
without shareholder approval.  Shareholders will be
notified before any material change in these
limitations becomes effective.
   Investing in Illiquid Securities
      The Fund will not invest more than 10% of the
      value of its net assets in illiquid securities.
   Investing in Securities of Other Investment
   Companies
      The Fund will not purchase securities of other
      investment companies, except as part of a
      merger, consolidation, or other acquisition.
   Investing in New Issuers
      The Fund will not invest more than 5% of the
      value of its total assets in securities of
      issuers (including companies responsible for
      paying principal and interest on industrial
      development bonds) which have records of less
      than three years of continuous operations,
      including the operation of any predecessor.
   Investing 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 oil, gas, or
      other mineral exploration or development
      programs or leases.
For purposes of the above limitations, the Fund
considers instruments issued by a U.S. branch of a
domestic bank or savings and loan having capital,
surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash
items." Except with respect to borrowing money, if a
percentage limitation is adhered to at the time of
investment, a later increase or decrease in percentage
resulting from any change in value or net assets will
not result in a violation of such limitation.
The Fund did not borrow money or pledge securities in
excess of 5% of the value of its net assets during the
last fiscal year and has no present intent to do so
during the coming fiscal year.
Brokerage Transactions
When selecting brokers and dealers to handle the
purchase and sale of portfolio instruments, the
adviser looks for prompt execution of the order at a
favorable price.  In working with dealers, the adviser
will generally use those who are recognized dealers in
specific portfolio instruments, except when a better
price and execution of the order can be obtained
elsewhere.  The adviser makes decisions on portfolio
transactions and selects brokers and dealers subject
to guidelines established by the Board of Trustees.
The adviser may select brokers and dealers who offer
brokerage and research services.  These services may
be furnished directly to the Fund or to the adviser
and may include:  advice as to the advisability of
investing in securities; security analysis and
reports; economic studies; industry studies; receipt
of quotations for portfolio evaluations; and similar
services.  Research services provided by brokers and
dealers may be used by the adviser or its affiliates
in advising the Trust and other accounts.  To the
extent that receipt of these services may supplant
services for which the adviser or its affiliates might
otherwise have paid, it would tend to reduce their
expenses.  The adviser and its affiliates exercise
reasonable business judgment in selecting brokers who
offer brokerage and research services to execute
securities transactions.  They determine in good faith
that commissions charged by such persons are
reasonable in relationship to the value of the
brokerage and research services provided. For the
period from October 1, 1994 to October 31, 1994, and
for the fiscal years ended September 30, 1994 , 1993,
and 1992, the Fund paid no brokerage commissions.
Although investment decisions for the Fund are made
independently from those of the other accounts managed
by the adviser, investments of the type the Fund may
make may also be made by those other accounts.  When
the Fund and one or more other accounts managed by the
adviser are prepared to invest in, or desire to
dispose of, the same security, available investments
or opportunities for sales will be allocated in a
manner believed by the adviser to be equitable to
each.  In some cases, this procedure may adversely
affect the price paid or received by the Fund or the
size of the position obtained or disposed of by the
Fund.  In other cases, however, it is believed that
coordination and the ability to participate in volume
transactions will be to the benefit of the Fund.
Federated Municipal Trust Management
Officers and Trustees are listed with their
addresses, present positions with Federated Municipal
Trust, and principal occupations.

John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
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 Center
Pittsburgh, PA  15219

Trustee

Director, Oberg Manufacturing Co.; Chairman of the
Board, Children's Hospital of Pittsburgh; Director,
Trustee or Managing General Partner of the Funds;
formerly, Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
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
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
Trustee
Attorney-at-law; Director, The Emerging Germany Fund,
Inc.; Director, Trustee, or Managing General Partner
of the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.

Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
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.@
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and
Flaherty; Director, Eat'N Park Restaurants, Inc., and
Statewide Settlement Agency, Inc.; Director, Trustee,
or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.


Glen R. Johnson*
Federated Investors Tower
Pittsburgh, PA
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
225 Franklin Street
Boston, MA
Trustee
Consultant; State Representative, Commonwealth of
Massachusetts; Director, Trustee, or Managing General
Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston
Corporation and Trustee, Lahey Clinic Foundation, Inc.

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

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
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
Trustee
Public relations/marketing consultant;  Director,
Trustee, or Managing General Partner of the Funds.


J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
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
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
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
Vice President and Secretary
Vice President, Secretary, General Counsel, and
Trustee, Federated Investors; Vice President,
Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Vice President and
Secretary, Federated Research Corp. and Passport
Research, Ltd.; Trustee, Federated Services Company;
Executive Vice President, Secretary, and Trustee,
Federated Administrative Services; Secretary and
Trustee, Federated Shareholder Services; Executive
Vice President and Director, Federated Securities
Corp.; Vice President and Secretary of the Funds.

     * This Trustee is deemed to be an "interested
        person" as defined in the Investment Company
        Act of 1940, as amended.
     @ Member of the Executive Committee.  The
        Executive Committee of the Board of Trustees
        handles the responsibilities of the Board of
        Trustees between meetings of the Board.
The Funds
As referred to in the list of Trustees and Officers,
"Funds" includes the following investment companies:
American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Government Money Trust;
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 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; The Medalist Funds: Money
Market Management, Inc.; Money Market Obligations
Trust; Money Market Trust; Municipal Securities Income
Trust; 111 Corcoran Funds; Peachtree Funds; The
Planters Funds; Portage Funds; RIMCO Monument Funds;
The Shawmut Funds; Short-Term Municipal Trust; Star
Funds; The Starburst Funds; The Starburst Funds II;
Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For
Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury
Obligations; World Investment Series, Inc.
Share Ownership
Officers and Trustees own less than 1% of the Trust's
outstanding shares.
As of January 10, 1995, the following shareholder(s)
of record owned 5% or more of the outstanding shares
of the California Municipal Cash Trust:
Fiduciary Trust Company International, New York, New
York, owned approximately 17,665,500 shares (21.44%);
Citibank, Long Island City, New York, owned
approximately 14,980,316 shares (18.18%); Pacific
Bank, N.A., San Francisco, California, owned
approximately 4,418,606 shares (5.36%); Tanfir & Co.,
Phoenix, Arizona, owned approximately 5,486,276 shares
(6.66%); Kenpar & Co., First American Trust Company,
Santa Ana, California, owned approximately 6,285,100
shares (7.63%); Santa Monica Bank, Santa Monica,
California, owned approximately 5,221,000 shares
(6.34%).
Trustee Liability
The Declaration of Trust provides that the Trustees
will not be liable for errors of judgment or mistakes
of fact or law.  However, they are not protected
against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties
involved in the conduct of their office.
Investment Advisory Services
Investment Adviser
The Fund's investment adviser is Federated Management.
It is a subsidiary of Federated Investors.  All the
voting securities of Federated Investors are owned by
a trust, the trustees of which are John F. Donahue,
his wife and his son, J. Christopher Donahue.
The adviser shall not be liable to Trust, the Fund, or
any shareholder of the Fund for any losses that may be
sustained in the purchase, holding, or sale of any
security or for anything done or omitted by it, except
acts or omissions involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the
duties imposed upon it by its contract with the Trust.
Advisory Fees
For its advisory services, Federated Management
receives an annual investment advisory fee as
described in the prospectus.
For the period from October 1, 1994 to October 31,
1994 , the adviser earned $34,909 of which 30,860 was
voluntarily waived. For the years ended September 30,
1994, 1993, and 1992, the adviser earned $469,163,
$541,206, and $301,153, respectively, of which
$370,160, $376,910, and $301,153, respectively, was
voluntarily waived.
   State Expense Limitations
      The adviser has undertaken to comply with the
      expense limitations established by certain
      states for investment companies whose shares are
      registered for sale in those states.  If the
      Fund's normal operating expenses (including the
      investment advisory fee, but not including
      brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2-1/2% per year
      of the first $30 million of average net assets,
      2% per year of the next $70 million of average
      net assets, and 1-1/2% per year of the remaining
      average net assets, the adviser will reimburse
      the Fund for its expenses over the limitation.
      If the Fund's monthly projected operating
      expenses exceed this limitation, the investment
      advisory fee paid will be reduced by the amount
      of the excess, subject to an annual adjustment.
      If the expense limitation is exceeded, the
      amount to be reimbursed by the adviser will be
      limited, in any single fiscal year, by the
      amount of the investment advisory fees.
      This arrangement is not part of the advisory
      contract and may be amended or rescinded in the
      future.
Fund Administration
Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel
and services to the Fund for a fee as described in the
prospectus.  Prior to March 1, 1994, Federated
Administrative Services, Inc., also a subsidiary of
Federated Investors, served as the Fund's
Administrator.  (For purposes of this Statement of
Additional Information, Federated Administrative
Services and Federated Administrative Services, Inc.
may hereinafter collectively be referred to as the
"Administrators".)  For the period from October 1,
1994 to October 31, 1994 , Federated Administrative
Services earned $10,617. For the fiscal years ended
September 30, 1994, 1993, and 1992, the Administrators
earned $178,552, $235,058, and $183,966, respectively.
Dr. Henry J. Gailliot, an officer of Federated
Management, the adviser to the Fund, holds
approximately 20% of the outstanding  common stock and
serves as a director of Commercial Data Services,
Inc., a company which provides computer processing
services to Federated Administrative Services.
Custodian and Portfolio Recordkeeper.   State Street
Bank and Trust Company, Boston, MA is custodian for
the securities and cash of the Fund.  It also provides
certain accounting and recordkeeping services with
respect to the Fund's portfolio investments.
Transfer Agent.  As transfer agent, Federated Services
Company maintains all necessary shareholder records.
For its services, the transfer agent receives a fee
based on size, type, and number of accounts and
transactions made by shareholders.
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 Trust will benefit by:
(1) providing personal services to shareholders;
(2) investing shareholder assets with a minimum of
delay and administrative detail; (3) enhancing
shareholder recordkeeping systems; and (4) responding
promptly to shareholders' requests and inquiries
concerning their accounts.  For the period from
October 1, 1994 to October 31, 1994, payments in the
amount of $12,567 were made pursuant to the
Shareholder Services Plan. For the year ended
September 30, 1994, payments in the amount of $74,107
were made pursuant to the Shareholder Services Plan.
Determining Net Asset Value
The Trustees have decided that the best method for
determining the value of portfolio instruments is
amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as
adjusted for amortization of premium or accumulation
of discount rather than at current market value.
Accordingly, neither the amount of daily income nor
the net asset value is affected by any unrealized
appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated
daily yield on shares of the Fund computed by dividing
the annualized daily income on the Fund's portfolio by
the net asset value computed as above may tend to be
higher than a similar computation made by using a
method of valuation based upon market prices and
estimates. In periods of rising interest rates, the
opposite may be true.
The Fund's use of the amortized cost method of valuing
portfolio instruments depends on its compliance with
certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission
under the Investment Company Act of 1940. Under the
Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value
per share, as computed for purposes of distribution
and redemption, at $1.00 per share, taking into
account current market conditions and the Fund's
investment objective. The procedures include
monitoring the relationship between the amortized cost
value per share and the net asset value per share
based upon available indications of market value. The
Trustees will decide what, if any, steps should be
taken if there is a difference of more than 0.5 of 1%
between the two values. The Trustees will take any
steps they consider appropriate (such as redemption in
kind or shortening the average portfolio maturity) to
minimize any material dilution or other unfair results
arising from differences between the two methods of
determining net asset value.
Redemption in Kind
The Fund is obligated to redeem shares solely in cash
up to $250,000 or 1% of the Fund's net asset value,
whichever is less, for any one shareholder within a 90-
day period.  Any redemption beyond this amount will
also be in cash unless the Trustees determine that
further payments should be in kind.  In such cases,
the Fund will pay all or a portion of the remainder of
the redemption in portfolio instruments valued in the
same way as the Fund determines net asset value. The
portfolio instruments will be selected in a manner
that the Trustees deem fair and equitable.  Redemption
in kind is not as liquid as a cash redemption.  If
redemption is made in kind, shareholders who sell
these securities could receive less than the
redemption value and could incur certain transaction
costs.
The Fund's Tax Status
To qualify for the special tax treatment afforded to
regulated investment companies, the Fund must, among
other  requirements:  derive at least 90% of its gross
income from dividends, interest, and gains from the
sale of securities; derive less than 30% of its gross
income from the sale of securities held less than
three months; invest in securities within certain
statutory limits; and distribute to its shareholders
at least 90% of its net income earned during the year.
Performance Information
Performance depends upon such variables as: portfolio
quality; average portfolio maturity; type of
instruments in which the portfolio is invested;
changes in interest rates; changes in expenses; and
the relative amount of cash flow. To the extent that
financial institutions and broker/dealers charge fees
in connection with services provided in conjunction
with an investment in shares of the Fund, the
performance will be reduced for those shareholders
paying those fees.
Yield
The Fund calculates its yield based upon the seven
days ending on the day of the calculation, called the
"base period." This yield is computed by: determining
the net change in the value of a hypothetical account
with a balance of one share at the beginning of the
base period, with the net change excluding capital
changes but including the value of any additional
shares purchased with dividends earned from the
original one share and all dividends declared on the
original and any purchased shares; dividing the net
change in the account's value by the value of the
account at the beginning of the base period to
determine the base period return; and multiplying the
base period return by 365/7.
The Fund's yield for the seven-day period ended
October 31, 1994, was 2.81%.
Effective Yield
The Fund calculates its effective yield by compounding
the unannualized base period return by: adding 1 to
the base period return; raising the sum to the 365/7th
power; and subtracting 1 from the result.
The Fund's effective yield for the seven-day period
ended October 31, 1994, was 2.85%.
Tax-Equivalent Yield
The tax-equivalent yield of the Fund is calculated
similarly to the yield but is adjusted to reflect the
taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a 39.6% tax rate (the
maximum effective federal rate for individuals) and
assuming that income is 100% exempt.
The Fund's tax-equivalent yield for the seven-day
period ended October 31, 1994, was 5.69%.
Tax-Equivalency Table
A tax-equivalency table may be used in advertising and
sales literature. The interest earned by the municipal
securities in the Fund's portfolio generally remains
free from federal regular income tax,* and is often
free from state and local taxes as well.  As the table
below indicates, a "tax-free" investment can be an
attractive choice for investors, particularly in times
of narrow spreads between tax-free and taxable yields.
     TAXABLE YIELD EQUIVALENT FOR 1995
     
STATE OF CALIFORNIA
     
     TAX BRACKET:
     Combined Federal
     and State: 23.00%     37.30%      41.00%       47.00%        50.60%
     Single Return$1-23,350$23,351-56,550$56,551-
     117,950$117,951-$256,500OVER $256,500
     Tax-Exempt Yield                 Taxable Yield
     Equivalent
      1.50%      1.95%      2.39%       2.54%        2.83%         3.04%
      2.00       2.60       3.19        3.39         3.77          4.05
      2.50       3.25       3.99        4.24         4.72          5.06
      3.00       3.90       4.78        5.08         5.66          6.07
      3.50       4.55       5.58        5.93         6.60          7.09
      4.00       5.19       6.38        6.78         7.55          8.10
      4.50       5.84       7.18        7.63         8.49          9.11
      5.00       6.49       7.97        8.47         9.43         10.12
      5.50       7.14       8.77        9.32        10.38         11.13
     
     Combined Federal
     and State: 21.00%     37.30%    40.30%
     46.00%49.60%50.60%
     Joint Return$1-39,000$39,001- $94,251-  $143,601- $256,501-     Over
                          94,250   143,600    256,500   429,858    429,858
     Tax-Exempt Yield                 Taxable Yield
     Equivalent
      1.50%      1.90%      2.39%     2.51%
     2.78%2.98%3.04%
      2.00       2.53       3.19      3.35
     3.703.974.05
      2.50       3.16       3.99      4.19
     4.634.965.06
      3.00       3.80       4.78      5.03
     5.565.956.07
      3.50       4.43       5.58      5.86
     6.486.947.09
      4.00       5.06       6.38      6.70
     7.417.948.10
      4.50       5.70       7.18      7.54
     8.338.939.11
      5.00       6.33       7.97      8.38
     9.269.9210.12
      5.50       6.96       8.77      9.21
     10.1910.9111.13
     Note:  The maximum marginal tax rate for each
     bracket was used in calculating the taxable
     yield equivalent. Furthermore, additional state
     and local taxes paid on comparable taxable
     investments were not used to increase federal
     deductions. If you itemize deductions, your
     taxable yield equivalent will be lower.
     The chart above is for illustrative purposes
     only.  It is not an indicator of past or future
     performance of Fund shares.
     *Some portion of the Fund's income may be
     subject to the federal alternative minimum tax
     and state and local income taxes.
Total Return
Average annual total return is the average compounded
rate of return for a given period that would equate a
$1,000 initial investment to the ending redeemable
value of that investment.  The ending redeemable value
is compounded by multiplying the number of shares
owned at the end of the period by the net asset value
per share at the end of the period.  The number of
shares owned at the end of the period is based on the
number of shares purchased at the beginning of the
period with $1,000, adjusted over the period by any
additional shares, assuming the monthly reinvestment
of all dividends and distributions.
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.
G00329-02 (2/95)


MASSACHUSETTS MUNICIPAL CASH TRUST

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

The Institutional Service Shares of Massachusetts Municipal Cash Trust (the
"Fund") offered by this prospectus represent interests in a non-diversified
portfolio of Federated Municipal Trust (the "Trust"), an open-end management
investment company (a mutual fund). The Fund invests in short-term Massachusetts
municipal securities to achieve current income exempt from federal regular
income tax and Massachusetts state income tax consistent with stability of
principal.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE FUND
ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE
NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

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

The Fund has also filed a Statement of Additional Information dated February 28,
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 February 28, 1995

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

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

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

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
  Massachusetts Municipal Securities                                           6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7
  Regulatory Compliance                                                        7

TRUST INFORMATION                                                              8
- ------------------------------------------------------

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

NET ASSET VALUE                                                               10
- ------------------------------------------------------

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

  Share Purchases                                                             10
  Minimum Investment Required                                                 11
  Subaccounting Services                                                      11
  Certificates and Confirmations                                              11
  Dividends                                                                   11
  Capital Gains                                                               11

REDEEMING SHARES                                                              12
- ------------------------------------------------------

  By Mail                                                                     12
  Telephone Redemption                                                        13
  Accounts with Low Balances                                                  13

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

  Voting Rights                                                               13
  Massachusetts Partnership Law                                               14

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  State and Local Taxes                                                       14

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

OTHER CLASSES OF SHARES                                                       15
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--BAYFUNDS
  SHARES                                                                      17
- ------------------------------------------------------

ADDRESSES                                                                     18
- ------------------------------------------------------


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

<TABLE>
<S>                                                                                      <C>      <C>
                                 INSTITUTIONAL SERVICE SHARES
                               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 INSTITUTIONAL SERVICE SHARES OPERATING EXPENSES
                                (As a percentage of average net assets)
Management Fee (after waiver) (1)..............................................................    0.15%
12b-1 Fee......................................................................................     None
Total Other Expenses...........................................................................    0.40%
    Shareholder Services Fee (after waiver) (2).......................................    0.05%
         Total Institutional Service Shares Operating Expenses (3).............................    0.55%
</TABLE>

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

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

(3) The Total Institutional Service Shares Operating Expenses in the table above
are based on expenses expected during the fiscal year ending October 31, 1995.
The Total Institutional Service Shares Operating Expenses were 0.55% for the
fiscal year ended October 31, 1994 and were 0.90% absent the voluntary waiver of
a portion of the management fee.

    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Service Shares of
the Fund will bear, either directly or indirectly. For more complete
descriptions of the various costs and expenses, see "Investing in the Fund" and
"Trust Information." Wire-transferred redemptions of less than $5,000 may be
subject to additional fees.

<TABLE>
<CAPTION>
                             EXAMPLE                                1 year    3 years    5 years    10 years
- -----------------------------------------------------------------   ------    -------    -------    --------
<S>                                                                 <C>       <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment,
  assuming (1) 5% annual return and (2) redemption at the end of
  each time period...............................................     $6        $18        $31        $ 69
</TABLE>

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

    The information set forth in the foregoing table and example relates only to
Institutional Services Shares of the Fund. The Fund also offers another class of
shares called BayFunds Shares. Institutional Service Shares and BayFunds Shares
are subject to certain of the same expenses; however, BayFunds Shares are
subject to a Sub-Transfer Agent Fee. Certain expenses are allocated as incurred
by each class. These expenses are greater for BayFunds Shares than for
Institutional Service Shares. All other expenses are allocated based upon the
average daily net assets of each Class. See "Other Classes of Shares."


MASSACHUSETTS MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year
ended October 31, 1994, and on the following table for each of the periods
presented, is included in the Annual Report, which is incorporated by reference.
This table should be read in conjunction with the Fund's financial statements
and notes thereto, which may be obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                     YEAR ENDED OCTOBER 31,
                                            -----------------------------------------
                                            1994     1993     1992     1991     1990*
                                            -----    -----    -----    -----    -----
<S>                                         <C>      <C>      <C>      <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD        $1.00    $1.00    $1.00    $1.00    $1.00
- -----------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------
  Net investment income                      0.02     0.02     0.03     0.05     0.03
- -----------------------------------------   -----    -----    -----    -----    -----
LESS DISTRIBUTIONS
- -----------------------------------------
  Dividends to shareholders from net
  investment income                         (0.02)   (0.02)   (0.03)   (0.05)   (0.03)
- -----------------------------------------   -----    -----    -----    -----    -----
NET ASSET VALUE, END OF PERIOD              $1.00    $1.00    $1.00    $1.00    $1.00
- -----------------------------------------   -----    -----    -----    -----    -----
TOTAL RETURN**                               2.14%    1.99%    2.87%    4.63%    2.59%
- -----------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------
  Expenses                                   0.55%    0.53%    0.34%    0.30%    0.17%(b)
- -----------------------------------------
  Net investment income                      2.12%    1.97%    2.82%    4.48%    5.66%(b)
- -----------------------------------------
  Expense waiver/reimbursement (a)           0.35%    0.43%    0.55%    0.69%    0.57%(b)
- -----------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------
  Net assets, end of period (000 omitted)   $90,013  $84,524  $85,570  $81,681  $63,483
- -----------------------------------------
</TABLE>

 * Reflects operations for the period from May 18, 1990 (date of initial public
   investment) to October 31, 1990.

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

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

(b) Computed on an annualized basis.


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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Board of
Trustees ("Trustees") have established two classes of shares known as
Institutional Service Shares and BayFunds Shares. This prospectus relates only
to Institutional Service Shares of the Fund, which are designed primarily for
financial institutions acting in an agency capacity as a convenient means of
accumulating an interest in a professionally managed, non-diversified portfolio
investing primarily in short-term Massachusetts municipal securities. The Fund
may not be a suitable investment for retirement plans or for non-Massachusetts
taxpayers because it invests in municipal securities of Massachusetts. A minimum
initial investment of $25,000 over a 90-day period is required.

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

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

INVESTMENT OBJECTIVE

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

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
Massachusetts municipal securities (as defined below) maturing in 13 months or
less. As a matter of investment policy, which cannot be changed without
shareholder approval, at least 80% of the Fund's annual interest income will be
exempt from federal regular income tax and Massachusetts state income tax.
(Federal regular income tax does not include the federal individual alternative
minimum tax or the federal alternative minimum tax for corporations.) The
average maturity of the securities in the Fund's portfolio, computed on a
dollar-weighted basis, will be 90 days or less. Unless indicated otherwise, the
investment policies may be changed by the Trustees without shareholder approval.
Shareholders will be notified before any material change in these policies
becomes effective.

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


upon non-corporate taxpayers ("Massachusetts municipal securities"). Examples of
Massachusetts municipal securities include, but are not limited to:

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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS. The Fund may purchase interests in Massachusetts
     municipal securities from financial institutions such as commercial and
     investment banks, savings 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 Massachusetts
     municipal securities.

     MUNICIPAL LEASES. Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities. They may take the form of a lease, an installment purchase
     contract, a conditional sales contract, or a participation interest in any
     of the above.

RATINGS. The Massachusetts municipal 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 SECURITIES. As a matter of fundamental policy, 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 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.

MASSACHUSETTS MUNICIPAL SECURITIES

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

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

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

INVESTMENT RISKS

Yields on Massachusetts municipal securities depend on a variety of factors,
including: the general conditions of the short-term municipal note market and of
the municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of the Fund to achieve
its investment objective also depends on the continuing ability of the issuers
of Massachusetts municipal securities and participation interests, or the credit
enhancers of either, to meet their obligations for the payment of interest and
principal when due. In addition, from time to time, the supply of Massachusetts
municipal securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Massachusetts municipal securities which are repayable
out of revenue streams generated from economically related projects or
facilities and/or whose issuers are located in the same state. Sizable
investments in these Massachusetts municipal securities could involve an
increased risk to the Fund should any of these related projects or facilities
experience financial difficulties.


Obligations of issuers of Massachusetts municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.

NON-DIVERSIFICATION

The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

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

INVESTMENT LIMITATIONS

The Fund will not borrow money or pledge securities except, under certain
circumstances, the Fund may borrow up to one-third of the value of its total
assets and pledge up to 15% of the value of those assets to secure such
borrowings. This investment limitation cannot be changed without shareholder
approval.

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

REGULATORY COMPLIANCE

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


TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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

INVESTMENT ADVISER. Investment decisions for the Fund are made by Federated
Management, the Fund's investment adviser, subject to direction by the Trustees.
The adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase and sale of portfolio instruments.

     ADVISORY FEES. The adviser receives an annual investment advisory fee equal
     to .50 of 1% of the Fund's average daily net assets. The adviser has
     undertaken to reimburse the Fund up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     The adviser also may voluntarily choose to waive a portion of its fee or
     reimburse other expenses of the Fund, but reserves the right to terminate
     such waiver or reimbursement at any time at its sole discretion.

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

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

DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES

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

SHAREHOLDER SERVICES PLAN. The Fund has adopted a Shareholder Services Plan (the
"Services Plan") under which it will pay Federated Shareholder Services, an
affiliate of Federated Investors, an amount not exceeding .25 of 1% of the
average daily net asset value of Institutional Service Shares 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 it deems
appropriate, Federated Shareholder Services may voluntarily reduce the amount
stated above.

Federated Shareholder Services may elect to pay financial institutions fees
based upon shares owned by their clients or customers for services provided to
those clients or customers. The schedules of such fees and the basis upon which
such fees will be paid will be determined from time to time by Federated
Shareholder Services.

SHAREHOLDER SERVICING ARRANGEMENTS. The distributor may pay financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide certain services to shareholders. These
services may include, but are not limited to, distributing prospectuses and
other information, providing accounting assistance, and communicating or
facilitating purchases and redemptions of shares. Any fees paid for these
services by the distributor will be reimbursed by the adviser and not the Fund.

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

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

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:

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

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. 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.

INDEPENDENT PUBLIC ACCOUNTANTS. The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.

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

The Fund attempts to stabilize the net asset value of Institutional Service
Shares at $1.00 by valuing the portfolio securities using the amortized cost
method. The net asset value per share is determined by subtracting liabilities
attributable to Institutional Service Shares from the value of Fund assets
attributable to Institutional Service Shares, and dividing the remainder by the
number of Institutional Service 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., and 4:00 p.m.
(Eastern time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its net
asset value might be materially affected; (ii) days during which no shares are
tendered for redemption and no orders to purchase shares are received; or (iii)
the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

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

SHARE PURCHASES

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days on which the New York Stock
Exchange and the Federal Reserve Wire System are open for business. Shares may
be purchased either by wire or mail. The Fund reserves the right to reject any
purchase request.

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone.

BY WIRE. To purchase by Federal Reserve wire, call the Fund before 1:00 p.m.
(Eastern time) to place an order. The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) that
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: Massachusetts Municipal Cash Trust--Institutional Service Shares; Fund
Number (this number can be found on the account statement or by contacting the
Fund); Group Number or Order Number; Nominee or Institution Name; and ABA Number
011000028.

BY MAIL. To purchase by mail, send a check made payable to Massachusetts
Municipal Cash Trust-- Institutional Service Shares to: Federated Services
Company, c/o State Street Bank and Trust Company, P.O. Box 8602, Boston, MA
02266-8602. Orders by mail are considered received when


payment by check is converted into federal funds. This is normally the next
business day after the check is received.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment is $25,000. However, an account may be opened
with a smaller amount as long as the minimum is reached within 90 days. Minimum
investments will be calculated by combining all accounts maintained with the
Fund. Financial institutions may impose different minimum investment
requirements on their customers.

SUBACCOUNTING SERVICES

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

CERTIFICATES AND CONFIRMATIONS

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

DIVIDENDS

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

CAPITAL GAINS

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


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

Shares are redeemed at their net asset value next determined after Federated
Services Company receives the redemption request. Redemptions will be made on
days on which the Fund computes its net asset value. Redemption requests must be
received in proper form and can be made as described below.

BY MAIL

Shares may be redeemed by sending a written request to: Federated Services
Company, c/o State Street Bank and Trust Company, P.O. Box 8602, Boston, MA
02266-8602. The written request should state: Massachusetts Municipal Cash
Trust--Institutional Service Shares; shareholder's name; the account number; and
the share or dollar amount requested. Sign the request exactly as the shares are
registered. Shareholders should call the Fund for assistance in redeeming by
mail.

If share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.

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

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

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

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

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

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

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.

BY WRITING A CHECK. At the shareholder's request, State Street Bank and Trust
Company will establish a checking account for redeeming shares. For further
information, contact the Fund.

With this checking account, shares may be redeemed by writing a check for
$100.00 or more. The redemption will be made at the net asset value on the date
that the check is presented to the Fund. A check may not be written to close an
account. A shareholder may obtain cash by negotiating the check through the
shareholder's local bank. Checks should never be made payable or sent to State
Street Bank and Trust Company to redeem shares. Canceled checks are sent to the
shareholder each month.


TELEPHONE REDEMPTION

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

If the redemption request is received before 12:00 noon (Eastern time), the
proceeds 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, and those
shares redeemed will not be entitled to that day's dividend. A daily dividend
will be paid on shares redeemed if the redemption request is received after
12:00 noon (Eastern time). However, the proceeds are not wired until the
following business day.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as "By Mail," should be considered. If at any time
the Fund shall determine it necessary to terminate or modify this method of
redemption, shareholders would be promptly notified.

ACCOUNTS WITH LOW BALANCES

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

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

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

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of all classes of
each portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. As a Massachusetts business trust, the Trust is not
required to hold annual shareholder meetings. Shareholder approval will be
sought only for certain changes in the Trust's or the Fund's operation and for
the election of Trustees under certain circumstances.

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

As of January 11, 1995, State Street Bank and Trust, North Quincy,
Massachusetts, owned 30.3% of the voting securities of the Fund, and, therefore,
may, for certain purposes, be deemed to control the Fund and be able to affect
the outcome of certain matters presented for a vote of shareholders.


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


MASSACHUSETTS TAXES. Under existing Massachusetts laws, distributions made by
the Fund will not be subject to Massachusetts personal income taxes to the
extent that such dividends qualify as exempt interest dividends under the
Internal Revenue Code, and represent (i) interest or gain on obligations issued
by the Commonwealth of Massachusetts, its political subdivisions or agencies; or
(ii) interest on obligations of the United States, its territories or
possessions to the extent exempt from taxation by the states pursuant to federal
law. Conversely, to the extent that the distributions made by the fund are
derived from other types of obligations, such dividends will be subject to
Massachusetts personal income taxes.

Shareholders subject to the Massachusetts corporate excise tax must include all
dividends paid by the Fund in their net income, and the value of their shares of
stock in the Fund in their net worth, when computing the Massachusetts excise
tax.

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

From time to time, the Fund advertises the yield, effective yield, and
tax-equivalent yield for Institutional Service Shares.

Yield represents the annualized rate of income earned on an investment over a
seven-day period. It is the annualized dividends earned during the period on an
investment shown as a percentage of the investment. The effective yield is
calculated similarly to the yield, but when annualized, the income earned by an
investment is assumed to be reinvested daily. The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment. The tax-equivalent yield is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that would have to be earned to equal
Institutional Service Shares' 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 Institutional Service Shares after reinvesting all income
distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.

The performance figures will be calculated separately for each class of shares.
Because each class of shares is subject to different expenses, the performance
of Institutional Service Shares will exceed the performance of BayFunds Shares
for the same period.

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare its
performance to certain indices.

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

The Fund also offers the following class.

BayFunds Shares are sold at net asset value primarily to retail customers of the
banking subsidiaries of BayBanks, Inc. Investments in BayFunds Shares are
subject to a minimum initial investment of $2,500. Bay Funds Shares are sold
with no distribution fees.


Financial institutions providing distribution or administrative services may
receive additional compensation depending upon which class of shares of the Fund
is sold. The distributor pays this compensation and is reimbursed from sources
other than the assets of the Fund.

The amount of dividends payable to shareholders of any particular class may be
more or less than that payable to the shareholders of any other class depending
upon the existence of and differences in class expenses, 12b-1 Plan expenses,
and Shareholder Services Plan expenses. The stated advisory fee is the same for
all classes of shares.


MASSACHUSETTS MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS--BAYFUNDS SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                      YEAR ENDED OCTOBER
                                                                              31,
                                                                     ---------------------
                                                                     1994           1993*
                                                                     -----          ------
<S>                                                                  <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                 $1.00           $1.00
- ----------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------
  Net investment income                                               0.02            0.01
- ----------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------
  Dividends to shareholders from net investment income               (0.02)          (0.01)
- ----------------------------------------------------------------     -----           -----
NET ASSET VALUE, END OF PERIOD                                       $1.00           $1.00
- ----------------------------------------------------------------     -----           -----
TOTAL RETURN**                                                        2.05%           1.25%
- ----------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------
  Expenses                                                            0.64%           0.65%(b)
- ----------------------------------------------------------------
  Net investment income                                               2.09%           1.85%(b)
- ----------------------------------------------------------------
  Expense waiver/reimbursement (a)                                    0.35%           0.43%(b)
- ----------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------
  Net assets, end of period (000 omitted)                            $41,912        $18,143
- ----------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from March 8, 1993 (date of initial public
   investment) to October 31, 1993.

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

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

(b) Computed on an annualized basis.


ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>             <C>                                          <C>
Massachusetts Municipal Cash Trust
                Institutional Service Shares                 Federated Investors Tower
                                                             Pittsburgh, PA 15222-3779
- ------------------------------------------------------------------------------------------------
Distributor
                Federated Securities Corp.                   Federated Investors Tower
                                                             Pittsburgh, PA 15222-3779
- ------------------------------------------------------------------------------------------------
Investment Adviser
                Federated Management                         Federated Investors Tower
                                                             Pittsburgh, PA 15222-3779
- ------------------------------------------------------------------------------------------------
Custodian
                State Street Bank and                        P.O. Box 8602
                Trust Company                                Boston, MA 02266-8602
- ------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------
</TABLE>


                                      MASSACHUSETTS MUNICIPAL

                                      CASH TRUST
                                      INSTITUTIONAL SERVICE SHARES
                                      PROSPECTUS

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

                                      Prospectus dated February 28, 1995

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

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      314229303
      0032603A-ISS (2/95)




Massachusetts Municipal Cash Trust

(A Portfolio of Federated Municipal Trust)
Institutional Service Shares
Statement of Additional Information










    This Statement of Additional Information should
    be read with the prospectus for Institutional
    Service Shares of Massachusetts Municipal Cash
    Trust (the "Fund") dated February 28, 1995.
    This Statement is not a prospectus.  To receive
    a copy of a prospectus, write or call the Fund.
    
    FEDERATED INVESTORS TOWER
    PITTSBURGH, PENNSYLVANIA 15222-3779
    
    Statement dated February 28, 1995
   
Federated
Securitie
s Corp.
Distr
ibuto
r
A
subsi
diary
of
Feder
ated
Inves
tors
Investment Policies                     1
 Acceptable Investments                1
 Participation
   Interests                            1
 Municipal Leases                      1
 When-Issued And
   Delayed Delivery
   Transactions                         1
 Repurchase Agreements                 1
Massachusetts Investment
Risks                                   2
Investment Limitations                  2
Brokerage Transactions                  4
Federated Municipal
Trust Management                        5
 The Funds                             8
 Share Ownership                       9
 Trustees Compensation                 9
 Trustee Liability                    10
 Investment Adviser                   10
 Advisory Fees                        10
Fund Administration                    10
Shareholder Services
Plan                                   11
Determining Net Asset
Value                                  11
 Redemption in Kind                   11
 The Fund's Tax Status                11
Performance Information                11
 Yield                                12
 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 Trustees without
shareholder approval. Shareholders will be notified
before any material change in these policies becomes
effective.
Acceptable Investments
When determining whether a security presents minimal
credit risks, the investment adviser will consider the
creditworthiness of: the issuer of the security, the
issuer of any demand feature applicable to the
security, or any guarantor of either the security or
any demand feature.
Participation Interests
The financial institutions from which the Fund
purchases participation interests frequently provide
or secure from another financial institution
irrevocable letters of credit or guarantees and give
the Fund the right to demand payment of the principal
amounts of the participation interests plus accrued
interest on short notice (usually within seven days).
The municipal securities subject to the participation
interests are not limited to the Fund's maximum
maturity requirements so long as the participation
interests include the right to demand payment from the
issuers of those interests. By purchasing
participation interests having a seven day demand
feature, the Fund is buying a security meeting the
maturity and quality requirements of the Fund and also
is receiving the tax-free benefits of the underlying
securities.
Municipal Leases
The Fund may purchase municipal securities in the form
of participation interests that represent an undivided
proportional interest in lease payments by a
governmental or nonprofit entity. The lease payments
and other rights under the lease provide for and
secure payments on the certificates. Lease obligations
may be limited by municipal charter or the nature of
the appropriation for the lease. Furthermore, a lease
may provide that the participants cannot accelerate
lease obligations upon default. The participants would
only be able to enforce lease payments as they became
due. In the event of a default or failure of
appropriation, unless the participation interests are
credit enhanced, it is unlikely that the participants
would be able to obtain an acceptable substitute
source of payment.
In determining the liquidity of municipal lease
securities, the investment adviser, under the
authority delegated by the Board of Trustees, will
base its determination on the following factors:
whether the lease can be terminated by the lessee; the
potential recovery, if any, from a sale of the leased
property upon termination of the lease; the lessee's
general credit strength (e.g., its debt,
administrative, economic and financial characteristics
and prospects); the likelihood that the lessee will
discontinue appropriating funding for the leased
property because the property is no longer deemed
essential to its operations (e.g., the potential for
an "event of non-appropriation"); and any credit
enhancement or legal recourse provided upon an event
of non-appropriation or other termination of the
lease.
When-Issued And Delayed Delivery Transactions
These transactions are made to secure what is
considered to be an advantageous price or yield for
the Fund. No fees or other expenses, other than normal
transaction costs, are incurred.  However, liquid
assets of the Fund sufficient to make payment for the
securities to be purchased are segregated on the
Fund's records at the trade date.  These assets are
marked to market daily and are maintained until the
transaction has been settled.  The Fund does not
intend to engage in when-issued and delayed delivery
transactions to an extent that would cause the
segregation of more than 20% of the total value of its
assets.
Repurchase Agreements
Certain securities in which the Fund invests may be
purchased pursuant to repurchase agreements.
Repurchase agreements are arrangements in which banks,
brokers/dealers, and other recognized financial
institutions sell securities to the Fund and agree at
the time of sale to repurchase them at a mutually
agreed upon time and price. To the extent that the
seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase
price on any sale of such securities. The Fund or its
custodian will take possession of the securities
subject to repurchase agreements, and these securities
will be marked to market daily.  In the event that a
defaulting seller filed for bankruptcy or became
insolvent, disposition of such securities by the Fund
might be delayed pending court action.  The Fund
believes that under the regular procedures normally in
effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Fund and allow
retention or disposition of such securities.  The Fund
will only enter into repurchase agreements with banks
and other recognized financial institutions, such as
broker/dealers, which are deemed by the Fund's adviser
to be creditworthy pursuant to guidelines established
by the Trustees.
Massachusetts Investment Risks
The Fund invests in obligations of Massachusetts
issuers which results in the Fund's performance being
subject to risks associated with the overall economic
conditions present within Massachusetts (the
"Commonwealth"). The following information is a brief
summary of the recent prevailing economic conditions
and a general summary of the Commonwealth's financial
status. This information is based on official
statements relating to securities that have been
offered by Massachusetts issuers and from other
sources believed to be reliable but should not be
relied upon as a complete description of all relevant
information.
The Commonwealth has a diverse economy with
manufacturing, education, health care, computers and
financial services all being significant contributors.
Massachusetts is generally considered the leader in
research and development within the biotechnology,
software and robotics industries as well as having
many highly prestigious universities. In addition to a
highly skilled and educated workforce, the
Commonwealth has one of the higher average per capita
incomes in this country.
Throughout the early to mid-1980's, Massachusetts had
a strong economy which was evidenced by low
unemployment and high personal income growth as
compared to national averages. However, beginning in
the late 1980's, economic growth in the New England
region and Massachusetts, in particular, slowed and
showed pronounced deterioration in the construction,
real estate, financial and manufacturing sectors.
Between 1988 and 1992 there were extensive job losses
that  resulted in a 10% reduction in the work force.
In addition, after years of above average property
value growth, property values have decreased an
estimated 6% over the same period.
The two major revenue sources available to cities and
towns in Massachusetts are local property taxes and
local aid from the Commonwealth. Property taxes are
subject to limitations imposed by a state-wide
initiative approved by the voters in November, 1980
(commonly known as Proposition 2-1/2), which limits
the property taxes that may be levied by any city or
town in any fiscal year to the lesser of (i) 2.5% of
the full valuation of the real estate and personal
property therein or (ii) 2.5% over the previous year's
levy limit plus any growth in the tax base from new
construction. In recent years the decrease in property
values due to the recession and the limitations of tax
levy growth imposed by Proposition 2-1/2 have resulted
in budget constraints for many cities and towns.
The overall financial condition of the Commonwealth
can also be illustrated by the changes of its debt
ratings. During the period in which the Commonwealth
has experienced its financial difficulties beginning
in 1988, its general obligation long-term debt ratings
as determined by Moody's Investors Service, Inc. and
Standard & Poor's Ratings Group decreased from Aa and
AA+, respectively, to Baa and BBB. Since then the
Commonwealth has had its debt ratings raised by the
two rating agencies to A and A+ by Moody's and S&P,
respectively, reflecting its improved fiscal
performance.
The Fund's concentration in securities issued by the
Commonwealth and its political subdivisions provides a
greater level of risk than a fund which is diversified
across numerous states and municipal entities. The
ability of the Commonwealth or its municipalities to
meet their obligations will depend on the availability
of tax and other revenues; economic, political, and
demographic conditions within the Commonwealth; and
the underlying fiscal condition of the Commonwealth
and its municipalities.
Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or
      purchase any securities on margin but may obtain
      such short-term credits as are necessary for the
      clearance of transactions.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities except
      that the Fund may borrow money in amounts up to
      one-third of the value of its total assets,
      including the amounts borrowed.
      The Fund will not borrow money for investment
      leverage, but rather as a temporary,
      extraordinary, or emergency measure or to
      facilitate management of the portfolio by
      enabling the Fund to meet redemption requests
      when the liquidation of portfolio securities is
      deemed to be inconvenient or disadvantageous.
      The Fund will not purchase any securities while
      borrowings in excess of 5% of the value of its
      total assets are outstanding.
   Pledging Assets
      The Fund will not mortgage, pledge, or
      hypothecate any assets except as necessary to
      secure permitted borrowings.  In those cases, it
      may pledge assets having a market value not
      exceeding the lesser of the dollar amounts
      borrowed or 15% of the value of total assets at
      the time of the pledge.
   Lending Cash or Securities
      The Fund will not lend any of its assets, except
      that it may acquire publicly or non-publicly
      issued Massachusetts municipal securities or
      temporary investments or enter into repurchase
      agreements, in accordance with its investment
      objective, policies, limitations or Declaration
      of Trust.
   Investing in Commodities
      The Fund  will not purchase or sell commodities,
      commodity contracts, or commodity futures
      contracts.
   Investing in Real Estate
      The Fund will not purchase or sell real estate
      or real estate limited partnerships, although it
      may invest in securities of issuers whose
      business involves the purchase or sale of real
      estate or in securities which are secured by
      real estate or interests in real estate.
   Underwriting
      The Fund will not underwrite any issue of
      securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in
      connection with the sale of securities in
      accordance with its investment objective,
      policies, and limitations.
   Investing in Restricted Securities
      The Fund will not invest more than 10% of its
      net assets in securities subject to restrictions
      on resale under the Securities Act of 1933.
   Concentration of Investments
      The Fund will not purchase securities if, as a
      result of such purchase, 25% or more of the
      value of its total assets would be invested in
      any one industry, or in industrial development
      bonds or other securities the interest upon
      which is paid from revenues of similar types of
      projects. However, the Fund may invest as
      temporary investments more than 25% of the value
      of its assets in cash or certain money market
      instruments, securities issued or guaranteed by
      the U.S. government, its agencies or
      instrumentalities, or instruments secured by
      these money market instruments, such as
      repurchase agreements.
   Diversification of Investments
      With regard to at least 50% of its total assets,
      no more than 5% of its total assets are to be
      invested in the securities of a single issuer,
      and no more than 25% of its total assets are to
      be invested in the securities of a single issuer
      at the close of each quarter of each fiscal
      year.
      Under this limitation, each governmental
      subdivision, including states, territories,
      possessions of the United States, or their
      political subdivisions, agencies, authorities,
      instrumentalitites, or similar entities will be
      considered a separate issuer if its assets and
      revenues are separate from those of the
      government body creating it and the security is
      backed only by its own assets and revenues.
      Industrial development bonds backed only by the
      assets and revenues of a non-governmental issuer
      are considered to be issued solely by that
      issuer.  If, in the case of an industrial
      development bond or government issued security,
      a governmental or other entity guarantees the
      security, such guarantee would be considered a
      separate security issued by the guarantor, as
      well as the other issuer, subject to limited
      exclusions allowed by the Investment Company Act
      of 1940.
The above limitations cannot be changed without
shareholder approval.  The following investment
limitations, however, may be changed by the Trustees
without shareholder approval.  Shareholders will be
notified before any material change in these
limitations becomes effective.
   Investing in Illiquid Securities
      The Fund will not invest more than 10% of the
      value of its net assets in illiquid securities.
   Investing in Securities of Other Investment
   Companies
      The Fund will not purchase securities of other
      investment companies, except as part of a
      merger, consolidation, or other acquisition.
   Investing in New Issuers
      The Fund will not invest more than 5% of the
      value of its total assets in securities of
      issuers (including companies responsible for
      paying principal and interest on industrial
      development bonds) which have records of less
      than three years of continuous operations,
      including the operation of any predecessor.
   Investing for Control
      The Fund will not invest in securities of a
      company for the purpose of exercising control or
      management.
   Investing in Issuers Whose Securities Are Owned by
   Officers and Trustees of the Trust
      The Fund will not purchase or retain the
      securities of any issuer if the Officers and
      Trustees of the Trust or its investment adviser,
      owning individually more than .50 of 1% of the
      issuer's securities, together own more than 5%
      of the issuer's securities.
   Investing in Options
      The Fund will not invest in puts, calls,
      straddles, spreads, or any combination of them.
   Investing in Minerals
      The Fund will not purchase or sell interests in
      oil, gas, or other mineral exploration or
      development programs or leases, although it may
      purchase the securities of issuers which invest
      in or sponsor such programs.
For purposes of the above limitations, the Fund
considers instruments issued by a U.S. branch of a
domestic bank or savings and loan having capital,
surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash
items." Except with respect to borrowing money, if a
percentage limitation is adhered to at the time of
investment, a later increase or decrease in percentage
resulting from any change in value or net assets will
not result in a violation of such limitation.
The Fund did not borrow money or pledge securities in
excess of 5% of the value of its net assets during the
last fiscal year and has no present intent to do so
during the coming fiscal year.
Brokerage Transactions
When selecting brokers and dealers to handle the
purchase and sale of portfolio instruments, the
adviser looks for prompt execution of the order at a
favorable price.  In working with dealers, the adviser
will generally use those who are recognized dealers in
specific portfolio instruments, except when a better
price and execution of the order can be obtained
elsewhere.  The adviser makes decisions on portfolio
transactions and selects brokers and dealers subject
to guidelines established by the Board of Trustees.
The adviser may select brokers and dealers who offer
brokerage and research services.  These services may
be furnished directly to the Fund or to the adviser
and may include:  advice as to the advisability of
investing in securities; security analysis and
reports; economic studies; industry studies; receipt
of quotations for portfolio evaluations; and similar
services.  Research services provided by brokers and
dealers may be used by the adviser or its affiliates
in advising the Trust and other accounts.  To the
extent that receipt of these services may supplant
services for which the adviser or its affiliates might
otherwise have paid, it would tend to reduce their
expenses.  The adviser and its affiliates exercise
reasonable business judgment in selecting brokers who
offer brokerage and research services to execute
securities transactions.  They determine in good faith
that commissions charged by such persons are
reasonable in relationship to the value of the
brokerage and research services provided.  During the
fiscal year ended October 31, 1994, the Trust paid no
brokerage commissions.
Although investment decisions for the Fund are made
independently from those of the other accounts managed
by the adviser, investments of the type the Fund may
make may also be made by those other accounts.  When
the Fund and one or more other accounts managed by the
adviser are prepared to invest in, or desire to
dispose of, the same security, available investments
or opportunities for sales will be allocated in a
manner believed by the adviser to be equitable to
each.  In some cases, this procedure may adversely
affect the price paid or received by the Fund or the
size of the position obtained or disposed of by the
Fund.  In other cases, however, it is believed that
coordination and the ability to participate in volume
transactions will be to the benefit of the Fund.
Federated Municipal Trust Management
Officers and Trustees are listed with their
addresses, present positions with Federated Municipal
Trust, and principal occupations.

John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
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 Center
Pittsburgh, PA  15219

Trustee

Director, Oberg Manufacturing Co.; Chairman of
the Board, Children's Hospital of Pittsburgh;
Director, Trustee or Managing General Partner of
the Funds; formerly, Senior Partner, Ernst &
Young LLP.

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
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
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
Trustee
Attorney-at-law; Director, The Emerging Germany Fund,
Inc.; Director, Trustee, or Managing General Partner
of the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.

Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
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.@
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and
Flaherty; Director, Eat'N Park Restaurants, Inc., and
Statewide Settlement Agency, Inc.; Director, Trustee,
or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.

Glen R. Johnson*
Federated Investors Tower
Pittsburgh, PA
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
225 Franklin Street
Boston, MA
Trustee
Consultant; State Representative, Commonwealth of
Massachusetts; Director, Trustee, or Managing General
Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston
Corporation and Trustee, Lahey Clinic Foundation, Inc.


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

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
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
Trustee
Public relations/marketing consultant;  Director,
Trustee, or Managing General Partner of the Funds.

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
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
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
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
Vice President and Secretary
Vice President, Secretary, General Counsel, and
Trustee, Federated Investors; Vice President,
Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Vice President and
Secretary, Federated Research Corp. and Passport
Research, Ltd.; Trustee, Federated Services Company;
Executive Vice President, Secretary, and Trustee,
Federated Administrative Services; Secretary and
Trustee, Federated Shareholder Services; Executive
Vice President and Director, Federated Securities
Corp.; Vice President and Secretary of the Funds.

     * This Trustee is deemed to be an "interested
        person" as defined in the Investment Company
        Act of 1940, as amended.
     @ Member of the Executive Committee.  The
        Executive Committee of the Board of Trustees
        handles the responsibilities of the Board of
        Trustees between meetings of the Board.
     
The Funds
As referred to in the list of Trustees and Officers,
"Funds" includes the following investment companies:
American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust;
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 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; The Medalist Funds; Money
Market Management, Inc.; Money Market Obligations
Trust; Money Market Trust; Municipal Securities Income
Trust; 111 Corcoran Funds; Peachtree Funds; The
Planters Funds; Portage Funds; RIMCO Monument Funds;
The Shawmut Funds; Short-Term Municipal Trust; Star
Funds; The Starburst Funds; The Starburst Funds II;
Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For
Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury
Obligations; World Investment Series, Inc.
Share Ownership
Officers and Trustees own less than 1% of the Trust's
outstanding shares.
As of December 31,1994, the following shareholders of
record owned 5% or more of the outstanding BayFunds
Shares of the Fund: Express & Co., Boston,
Massachusetts, owned approximately  3,569,851 shares
(8.76%); Claire S. Caine & Daniel B. Caine, Newton,
Massachusetts, owned approximately 3,569,852 shares
(8.77%).
As of December 12, 1994, the following shareholders of
record owned 5% or more of the outstanding
Institutional Service Shares of the Fund: State Street
Bank and Trust Company, North Quincy, Massachusetts,
owned approximately 25,920,505 shares (30.27%); John &
Company, Burlington, Massachusetts, owned
approximately 16,733,200 shares (19.54%); and Eric M.
Kobren & Catherine S. Kobren, Dover, Massachusetts,
owned approximately 5,215,684 shares (6.10%).
Trustees Compensation

                      AGGREGATE            TOTAL COMPENSATION PAID
NAME ,              COMPENSATION               TO TRUSTEES FROM
POSITION WITH            FROM                       TRUST
TRUST                   TRUST#                AND 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


#The aggregate compensation is provided for the Trust
which is comprised of 13 portfolios.
Trustee Liability
The Declaration of Trust provides that the Trustees
will not be liable for errors of judgment or mistakes
of fact or law.  However, they are not protected
against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties
involved in the conduct of their office.
Investment Advisory Services
Investment Adviser
The Fund's investment adviser is Federated Management.
It is a subsidiary of Federated Investors.  All the
voting securities of Federated Investors are owned by
a trust, the trustees of which are John F. Donahue,
his wife and his son, J. Christopher Donahue.
The adviser shall not be liable to Trust, the Fund, or
any shareholder of the Fund for any losses that may be
sustained in the purchase, holding, or sale of any
security or for anything done or omitted by it, except
acts or omissions involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the
duties imposed upon it by its contract with the Trust.
Advisory Fees
For its advisory services, Federated Management
receives an annual investment advisory fee as
described in the prospectus.
For the fiscal years ended October 31, 1994, 1993, and
1992 the adviser earned $643,293, $498,975, and
$445,783, respectively, of which $445,711, $427,232,
and $445,783, respectively, was voluntarily waived.
   State Expense Limitations
      The adviser has undertaken to comply with the
      expense limitations established by certain
      states for investment companies whose shares are
      registered for sale in those states.  If the
      Fund's normal operating expenses (including the
      investment advisory fee, but not including
      brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2-1/2% per year
      of the first $30 million of average net assets,
      2% per year of the next $70 million of average
      net assets, and 1-1/2% per year of the remaining
      average net assets, the adviser will reimburse
      the Fund for its expenses over the limitation.
      If the Fund's monthly projected operating
      expenses exceed this limitation, the investment
      advisory fee paid will be reduced by the amount
      of the excess, subject to an annual adjustment.
      If the expense limitation is exceeded, the
      amount to be reimbursed by the adviser will be
      limited, in any single fiscal year, by the
      amount of the investment advisory fees.
      This arrangement is not part of the advisory
      contract and may be amended or rescinded in the
      future.
Fund Administration
Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel
and services to the Fund for a fee as described in the
prospectus.  Prior to March 1, 1994, Federated
Administrative Services, Inc., also a subsidiary of
Federated Investors, served as the Fund's
Administrator.  (For purposes of this Statement of
Additional Information, Federated Administrative
Services and Federated Administrative Services, Inc.
may hereinafter collectively be referred to as the
"Administrators".)  For the fiscal years ended October
31, 1994, 1993, and 1992, the Administrators earned
$195,483, $253,380, and $197,636 respectively.  Dr.
Henry J. Gailliot, an officer of Federated Management,
the adviser to the Fund, holds approximately 20% of
the outstanding  common stock and serves as a director
of Commercial Data Services, Inc., a company which
provides computer processing services to Federated
Administrative Services.
Custodian and Portfolio Recordkeeper.   State Street
Bank and Trust Company, Boston, MA is custodian for
the securities and cash of the Fund.  It also provides
certain accounting and recordkeeping services with
respect to the Fund's portfolio investments.
Transfer Agent.  As transfer agent, Federated Services
Company maintains all necessary shareholder records.
For its services, the transfer agent receives a fee
based on size, type, and number of accounts and
transactions made by shareholders.
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.  For the fiscal period
ending October 31, 1994, payments in the amount of
$49,493 and $19,343 were made pursuant to the
Shareholder Services Plan on behalf of Institutional
Service Shares and BayFunds Shares, respectively.
Determining Net Asset Value
The Trustees have decided that the best method for
determining the value of portfolio instruments is
amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as
adjusted for amortization of premium or accumulation
of discount rather than at current market value.
Accordingly, neither the amount of daily income nor
the net asset value is affected by any unrealized
appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated
daily yield on shares of the Fund computed by dividing
the annualized daily income on the Fund's portfolio by
the net asset value computed as above may tend to be
higher than a similar computation made by using a
method of valuation based upon market prices and
estimates. In periods of rising interest rates, the
opposite may be true.
The Fund's use of the amortized cost method of valuing
portfolio instruments depends on its compliance with
certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission
under the Investment Company Act of 1940. Under the
Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value
per share, as computed for purposes of distribution
and redemption, at $1.00 per share, taking into
account current market conditions and the Fund's
investment objective. The procedures include
monitoring the relationship between the amortized cost
value per share and the net asset value per share
based upon available indications of market value. The
Trustees will decide what, if any, steps should be
taken if there is a difference of more than 0.5 of 1%
between the two values. The Trustees will take any
steps they consider appropriate (such as redemption in
kind or shortening the average portfolio maturity) to
minimize any material dilution or other unfair results
arising from differences between the two methods of
determining net asset value.
Redemption in Kind
The Fund is obligated to redeem shares solely in cash
up to $250,000 or 1% of the Fund's net asset value,
whichever is less, for any one shareholder within a 90-
day period.  Any redemption beyond this amount will
also be in cash unless the Trustees determine that
further payments should be in kind.  In such cases,
the Fund will pay all or a portion of the remainder of
the redemption in portfolio instruments valued in the
same way as the Fund determines net asset value. The
portfolio instruments will be selected in a manner
that the Trustees deem fair and equitable.  Redemption
in kind is not as liquid as a cash redemption.  If
redemption is made in kind, shareholders who sell
these securities could receive less than the
redemption value and could incur certain transaction
costs.
The Fund's Tax Status
To qualify for the special tax treatment afforded to
regulated investment companies, the Fund must, among
other  requirements:  derive at least 90% of its gross
income from dividends, interest, and gains from the
sale of securities; derive less than 30% of its gross
income from the sale of securities held less than
three months; invest in securities within certain
statutory limits; and distribute to its shareholders
at least 90% of its net income earned during the year.
Performance Information
Performance depends upon such variables as: portfolio
quality; average portfolio maturity; type of
instruments in which the portfolio is invested;
changes in interest rates; changes in expenses; and
the relative amount of cash flow. To the extent that
financial institutions and broker/dealers charge fees
in connection with services provided in conjunction
with an investment in shares of the Fund, the
performance will be reduced for those shareholders
paying those fees.
Yield
The Fund calculates its yield based upon the seven
days ending on the day of the calculation, called the
"base period." This yield is computed by: determining
the net change in the value of a hypothetical account
with a balance of one share at the beginning of the
base period, with the net change excluding capital
changes but including the value of any additional
shares purchased with dividends earned from the
original one share and all dividends declared on the
original and any purchased shares; dividing the net
change in the account's value by the value of the
account at the beginning of the base period to
determine the base period return; and multiplying the
base period return by 365/7.
For the seven-day period ended October 31, 1994, the
yield for Institutional Service Shares was 2.78%, and
the yield for BayFunds shares was 2.71%.
Effective Yield
The Fund calculates its effective yield by compounding
the unannualized base period return by: adding 1 to
the base period return; raising the sum to the 365/7th
power; and subtracting 1 from the result.
For the seven-day period ended October 31, 1994, the
effective yield for Institutional Service was 2.82%,
and the effective yield for BayFunds Shares was 2.75%.
Tax-Equivalent Yield
The tax-equivalent yield of the Fund is calculated
similarly to the yield but is adjusted to reflect the
taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a 39.6% tax rate (the
maximum effective federal rate for individuals) and
assuming that income is 100% exempt.
For the seven-day period ended October 31, 1994, the
tax-equivalent yield for Institutional Service Shares
was 5.74%, and the tax-equivalent yield for BayFunds
Shares was 5.60%.
Tax-Equivalency Table
A tax-equivalency table may be used in advertising and
sales literature. The interest earned by the municipal
securities in the Fund's portfolio generally remains
free from federal regular income tax,* and is often
free from state and local taxes as well.  As the table
below indicates, a "tax-free" investment can be an
attractive choice for investors, particularly in times
of narrow spreads between tax-free and taxable yields.
     TAXABLE YIELD EQUIVALENT FOR 1995
     
                                     STATE OF MASSACHUSETTS
     
     TAX BRACKET:
     Combined Federal
     and State: 27.00%     40.00%      43.00%       48.00%        51.60%
     Joint Return$1-39,000$39,001-94,250$94,251-
     143,600$143,601-256,500OVER $256,500
     Single Return$1-23,350$23,351-56,550$56,551-
     117,950$117,951-256,500OVER $256,500
     Tax-Exempt Yield                 Taxable Yield
     Equivalent
      1.50%      2.05%      2.50%       2.63%        2.88%         3.10%
      2.00       2.74       3.33        3.51         3.85          4.13
      2.50       3.42       4.17        4.39         4.81          5.17
      3.00       4.11       5.00        5.26         5.77          6.20
      3.50       4.79       5.83        6.14         6.73          7.23
      4.00       5.48       6.67        7.02         7.69          8.26
      4.50       6.16       7.50        7.89         8.65          9.30
      5.00       6.85       8.33        8.77         9.62         10.33
      5.50       7.53       9.17        9.65        10.58         11.36
      6.00       8.22      10.00       10.53        11.54         12.40
     
     Note:  The maximum marginal tax rate for each
     bracket was used in calculating the taxable
     yield equivalent. Furthermore, additional state
     and local taxes paid on comparable taxable
     investments were not used to increase federal
     deductions. If you itemize deductions, your
     taxable yield equivalent will be lower.
     The chart above is for illustrative purposes
     only.  It is not an indicator of past or future
     performance of Fund shares.
     *Some portion of the Fund's income may be
     subject to the federal alternative minimum tax
     and state and local income taxes.
Total Return
Average annual total return is the average compounded
rate of return for a given period that would equate a
$1,000 initial investment to the ending redeemable
value of that investment.  The ending redeemable value
is compounded by multiplying the number of shares
owned at the end of the period by the net asset value
per share at the end of the period.  The number of
shares owned at the end of the period is based on the
number of shares purchased at the beginning of the
period with $1,000, adjusted over the period by any
additional shares, assuming the monthly reinvestment
of all dividends and distributions.
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.

0032603B-ISS -- SAI (2/95)

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

The Cash Series Shares of Minnesota Municipal Cash Trust (the "Fund") offered by
this prospectus represent interests in a non-diversified portfolio of Federated
Municipal Trust (the "Trust"), an open-end management investment company (a
mutual fund). The Fund invests in short-term Minnesota municipal securities to
achieve current income exempt from federal regular income tax and the regular
personal income taxes imposed by the State of Minnesota consistent with
stability of principal.

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 Combined Statement of Additional Information dated
February 28, 1995, with the Securities and Exchange Commission. The information
contained in the Combined Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Combined 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 February 28, 1995

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

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

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

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
  Minnesota Municipal Securities                                               6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7
  Regulatory Compliance                                                        8

TRUST INFORMATION                                                              8
- ------------------------------------------------------

  Management of the Trust                                                      8
  Distribution of Cash Series Shares                                           9
  Administration of the Fund                                                  10

NET ASSET VALUE                                                               10
- ------------------------------------------------------

HOW TO PURCHASE SHARES                                                        11
- ------------------------------------------------------

  Special Purchase Features                                                   11
HOW TO REDEEM SHARES                                                          12
- ------------------------------------------------------

  Special Redemption Features                                                 13

ACCOUNT INFORMATION                                                           13
- ------------------------------------------------------

  Dividends                                                                   13
  Capital Gains                                                               13
  Certificates and Confirmations                                              13
  Accounts with Low Balances                                                  13

SHAREHOLDER INFORMATION                                                       14
- ------------------------------------------------------

  Voting Rights                                                               14
  Massachusetts Partnership Law                                               14

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  State and Local Taxes                                                       15

PERFORMANCE INFORMATION                                                       16
- ------------------------------------------------------

OTHER CLASSES OF SHARES                                                       16
- ------------------------------------------------------

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

ADDRESSES                                                                     18
- ------------------------------------------------------

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

<TABLE>
<S>                                                                                                 <C>        <C>
                                                 CASH SERIES SHARES
                                          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 CASH SERIES SHARES OPERATING EXPENSES
                                       (As a percentage of average net assets)
Management Fee (after waiver) (1).........................................................................       0.06%
12b-1 Fee (after waiver) (2)..............................................................................       0.15%
Total Other Expenses......................................................................................       0.50%
    Shareholder Services Fee...................................................................       0.25%
         Total Cash Series Shares Operating Expenses (3)..................................................       0.71%
</TABLE>

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

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

(3) The Total Cash Series Shares Operating Expenses in the table above are based
    on expenses expected during the fiscal year ending October 31, 1995. The
    Total Cash Series Shares Operating Expenses were 0.71% for the fiscal year
    ended October 31, 1994 and were 1.32% absent the voluntary waivers of a
    portion of the management fee and a portion of the 12b-1 fee.

    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Cash Series Shares 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.

<TABLE>
<CAPTION>
EXAMPLE                                                                     1 year     3 years    5 years   10 years
<S>                                                                        <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period.......     $7         $23        $40        $88
</TABLE>

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

    The information set forth in the foregoing table and example relates only to
Cash Series Shares of the Fund. The Fund also offers another class of shares
called Institutional Shares. Cash Series Shares and Institutional Shares are
subject to certain of the same expenses; however, Institutional Shares are not
subject to a 12b-1 fee. See "Other Classes of Shares."


MINNESOTA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--CASH SERIES SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.
<TABLE>
<CAPTION>
                                                                            YEAR ENDED OCTOBER 31,
                                                                    1994       1993       1992       1991*
<S>                                                               <C>        <C>        <C>        <C>
- ----------------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, BEGINNING OF PERIOD                              $    1.00  $    1.00  $    1.00  $    1.00
- ----------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------
     Net investment income                                             0.02       0.02       0.03       0.04
- ----------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------
     Dividends to shareholders from net investment income             (0.02)     (0.02)     (0.03)     (0.04)
- ----------------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                    $    1.00  $    1.00  $    1.00  $    1.00
- ----------------------------------------------------------------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                                         2.17%      2.02%      2.78%      3.60%
- ----------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------
     Expenses                                                          0.71%      0.71%      0.71%      0.64%(b)
- ----------------------------------------------------------------
     Net investment income                                             2.15%      2.01%      2.75%      4.11%(b)
- ----------------------------------------------------------------
     Expense waiver/reimbursement (a)                                  0.61%      0.44%      0.44%      0.59%(b)
- ----------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------
     Net assets, end of period (000 omitted)                        $94,335    $67,521    $75,044    $69,747
- ----------------------------------------------------------------
</TABLE>

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

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

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

(b) Computed on an annualized basis.


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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Cash Series Shares and Institutional
Shares. This prospectus relates only to Cash Series Shares of the Fund, which
are designed primarily for retail customers of financial institutions as a
convenient means of accumulating an interest in a professionally managed,
non-diversified portfolio investing primarily in short-term Minnesota municipal
securities. The Fund may not be a suitable investment for retirement plans or
for non-Minnesota taxpayers because it invests in municipal securities of
Minnesota. A minimum initial investment of $10,000 over a 90-day period is
required.

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

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

INVESTMENT OBJECTIVE

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

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
Minnesota municipal securities (as defined below) maturing in 13 months or less.
As a matter of investment policy, which cannot be changed without shareholder
approval, the Fund invests its assets so that (1) at least 80% of the Fund's
annual interest income will be exempt from federal regular income tax and
Minnesota regular personal income tax ("exempt interest dividends"); and (2) at
least 95% of the exempt interest dividends that the Fund pays to its
shareholders will derive from interest income from Minnesota municipal
securities. The remaining 5% of such exempt interest dividends paid to
shareholders will derive either from interest income on Minnesota municipal
securities or interest income which is exempt from both federal regular and
Minnesota regular personal income taxes. (Federal regular income tax does not
include the federal individual alternative minimum tax or the federal
alternative minimum tax for corporations.) The average maturity of the
securities in the Fund's portfolio, computed on a dollar-weighted basis, will be
90 days or less. Unless indicated otherwise, the investment policies may be
changed by the Trustees without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.


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

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

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

       municipal commercial paper and other short-term notes;

       variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in Minnesota
     municipal securities from financial institutions such as commercial and
     investment banks, savings 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 Minnesota municipal
     securities.

     MUNICIPAL LEASES.  Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities. They may take the form of a lease, an installment purchase
     contract, a conditional sales contract, or a participation interest in any
     of the above.


RATINGS. The Minnesota municipal 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 b e 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 SECURITIES. As a matter of fundamental policy, 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 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.

MINNESOTA MUNICIPAL SECURITIES

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

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

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

INVESTMENT RISKS

Yields on Minnesota municipal securities depend on a variety of factors,
including: the general conditions of the short-term municipal note market and of
the municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of the Fund to achieve
its investment objective also depends on the continuing ability of the issuers
of Minnesota municipal securities and participation interests, or the credit
enhancers of either, to meet their obligations for the payment of interest and
principal when due. In addition, from time to time, the supply of Minnesota
municipal securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Minnesota municipal securities which are repayable out of
revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in these
Minnesota municipal securities could involve an increased risk to the Fund
should any of these related projects or facilities experience financial
difficulties.

Obligations of issuers of Minnesota municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.

NON-DIVERSIFICATION

The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

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

INVESTMENT LIMITATIONS

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

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


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

TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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 .40 of 1% of the Fund's average daily net assets. The adviser has
     undertaken to reimburse the Fund up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     The adviser also may voluntarily choose to waive a portion of its fee or
     reimburse other expenses of the Fund, but reserves the right to terminate
     such waiver or reimbursement at any time at its sole discretion.

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

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. 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 CASH SERIES SHARES

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

DISTRIBUTION AND SHAREHOLDER SERVICES PLANS. Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the Fund may pay to the distributor an amount, computed at an annual rate of .50
of 1% of the average daily net asset value of Cash Series Shares, to finance any
activity which is principally intended to result in the sale of shares subject
to the Distribution Plan. The distributor may select financial institutions such
as banks, fiduciaries, custodians for public funds, investment advisers, and
broker/dealers to provide sales support services as agents for their clients or
customers. In addition, the Fund has adopted a Shareholder Services Plan (the
"Services Plan") under which it will pay Federated Shareholder Services, an
affiliate of Federated Investors, an amount not exceeding .25 of 1% of the
average daily net asset value of Cash Series Shares 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 it deems appropriate, Federated
Shareholder Services may voluntarily reduce the amount stated above.

Financial institutions will receive fees based upon shares owned by their
clients or customers. The schedules of such fees and the basis upon which such
fees will be paid will be determined from time to time by the Fund, the
distributor, or Federated Shareholder Services, as appropriate.

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

SHAREHOLDER SERVICING ARRANGEMENTS. The distributor may also pay financial
institutions a fee for providing certain services to shareholders. This fee is
in addition to the amounts paid under the Distribution Plan and, if paid, will
be reimbursed by the adviser and not the Fund.

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


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

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:

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

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. 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.

INDEPENDENT PUBLIC ACCOUNTANTS. The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.

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

The Fund attempts to stabilize the net asset value of Cash Series Shares at
$1.00 by valuing the portfolio securities using the amortized cost method. The
net asset value per share is determined by subtracting liabilities attributable
to Cash Series Shares from the value of Fund assets attributable to Cash Series
Shares, and dividing the remainder by the number of Cash Series 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., and 4:00 p.m.
(Eastern time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its net
asset value might be materially affected; (ii) days during which no shares are
tendered for redemption and no orders to purchase shares are received; or (iii)
the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.


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: Minnesota Municipal Cash
Trust--Cash Series Shares; Fund Number (this number can be found on the account
statement or by contacting the Fund); Group Number or Order Number; Nominee or
Institution Name; and ABA Number 011000028. Shares cannot be purchased by wire
on holidays when wire transfers are restricted.

PURCHASING SHARES BY CHECK. Shares may be purchased by sending a check made
payable to Minnesota Municipal Cash Trust--Cash Series Shares to: Federated
Services Company, c/o State Street Bank and Trust Company, P.O. Box 8604,
Boston, MA 02266-8604. Orders by mail are considered received when payment by
check is converted into federal funds (normally the business day after the check
is received) and shares begin earning dividends the next day.

SPECIAL PURCHASE FEATURES

SYSTEMATIC INVESTMENT PROGRAM. A minimum of $100 can be automatically withdrawn
periodically from the shareholder's checking account at 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 a 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. If reasonable procedures are not
followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If this occurs, "Redeeming Shares By Mail"
should be considered. If at any time the Fund shall determine it necessary to
terminate or modify the telephone redemption privilege, shareholders would be
promptly notified.

REDEEMING SHARES BY MAIL. Shares may be redeemed in any amount by mailing a
written request together with properly endorsed certificates, if issued, to:
Federated Services Company, c/o State Street Bank and Trust Company, P.O. Box
8604, Boston, MA 02266-8604. The written request should state: Minnesota
Municipal Cash Trust--Cash Series Shares; 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 firm of a
domestic stock exchange; or any other "eligible guarantor institution," as
defined in the Securities Exchange Act of 1934. The Fund does not accept
signatures guaranteed by a notary public.

SPECIAL REDEMPTION FEATURES

CHECK WRITING. Upon request, a checking account will be established to allow
shareholders to redeem their fund shares. 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 (except accounts maintained by
retirement plans) 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 all classes of
each portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. 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.

As of January 11, 1995, First Trust National Association, St. Paul, Minnesota,
owned 28.5% of the voting securities of the Fund, and, therefore, may, for
certain purposes, be deemed to control the Fund and be able to affect the
outcome of certain matters presented for a vote of shareholders.

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

MINNESOTA TAXES. Under existing Minnesota laws, distributions made by the Fund
will be not be subject to Minnesota regular personal income taxes provided that
such distributions qualify as exempt-interest dividends under the Internal
Revenue Code, and provided further that 95% of such distributions are derived
from interest on obligations issued by the State of Minnesota or any of its
political or governmental subdivisions, municipalities, or governmental agencies
or instrumentalities ("Minnesota municipal obligations"). Conversely, to the
extent that distributions made by the Fund are derived from other types of
obligations, such distributions will be subject to Minnesota regular personal
income taxes. Moreover, even if the Fund does derive 95% of exempt-interest
dividends from interest income on Minnesota municipal obligations, shareholders
could potentially be liable for Minnesota regular personal income tax to the
extent that the remaining exempt-interest dividends paid to them are derived
from sources of income not exempt from Minnesota regular personal income tax.

Dividends of the Fund are not exempt from Minnesota corporate income taxes.


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

From time to time, the Fund advertises the yield, effective yield, and
tax-equivalent yield for Cash Series Shares.

Yield represents the annualized rate of income earned on an investment over a
seven-day period. It is the annualized dividends earned during the period on an
investment shown as a percentage of the investment. The effective yield is
calculated similarly to the yield, but when annualized, the income earned by an
investment is assumed to be reinvested daily. The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment. The tax-equivalent yield is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that would have to be earned to equal
Cash Series Shares' 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 Cash Series Shares after reinvesting all income distributions. It
is calculated by dividing that change by the initial investment and is expressed
as a percentage.

The performance figures will be calculated separately for each class of shares.
Because each class of shares is subject to different expenses, the performance
of Institutional Shares will exceed the performance of Cash Series Shares for
the same period.

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare its
performance to certain indices.

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

The Fund also offers the following class.

Institutional Shares are sold at net asset value primarily to financial
institutions acting in a fiduciary capacity. Investments in Institutional Shares
are subject to a minimum initial investment of $25,000. Institutional Shares are
sold with no 12b-1 fees.

Financial institutions providing distribution or administrative services may
receive additional compensation depending upon which class of shares of the Fund
is sold. The distributor pays this compensation and is reimbursed from sources
other than the assets of the Fund.

The amount of dividends payable to shareholders of any particular class may be
more or less than that payable to the shareholders of any other class depending
upon the existence of and differences in class expenses, 12b-1 Plan expenses,
and Shareholder Services Plan expenses. The stated advisory fee is the same for
all classes of shares.


MINNESOTA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.
<TABLE>
<CAPTION>
                                                                   YEAR ENDED OCTOBER 31,
                                                      1994       1993       1992       1991       1990*
<S>                                                 <C>        <C>        <C>        <C>        <C>
- --------------------------------------------------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, BEGINNING OF PERIOD                $    1.00  $    1.00  $    1.00  $    1.00  $    1.00
- --------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------
     Net investment income                               0.03       0.02       0.03       0.05       0.01
- --------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------
     Dividends to shareholders from net investment
     income                                             (0.03)     (0.02)     (0.03)     (0.05)     (0.01)
- --------------------------------------------------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                      $    1.00  $    1.00  $    1.00  $    1.00  $    1.00
- --------------------------------------------------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                           2.58%      2.43%      3.19%      4.89%      0.90%
- --------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------
     Expenses                                            0.31%      0.31%      0.31%      0.30%      0.01%(b)
- --------------------------------------------------
     Net investment income                               2.55%      2.40%      3.10%      4.73%      6.45%(b)
- --------------------------------------------------
     Expense waiver/reimbursement (a)                    0.34%      0.34%      0.33%      0.43%      0.69%(b)
- --------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------
     Net assets, end of period
     (000 omitted)                                   $159,704   $165,865   $245,168   $124,603    $75,904
- --------------------------------------------------
</TABLE>

  * Reflects operations for the period from September 10, 1990 (date of initial
    public investment) to October 31, 1990.

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

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

(b) Computed on an annualized basis.

ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                                <C>
Minnesota Municipal Cash Trust
                    Cash Series Shares                                                 Federated Investors Tower
                                                                                       Pittsburgh, PA 15222-3779
- -----------------------------------------------------------------------------------------------------------------------

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

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

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

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
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

MINNESOTA MUNICIPAL
CASH TRUST
CASH SERIES SHARES
PROSPECTUS
A Non-Diversified Portfolio of
Federated Municipal Trust,
an Open-End Management
Investment Company

Prospectus dated February 28, 1995

314229873
0082715A-CSS (2/95)

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

The Institutional Shares of Minnesota Municipal Cash Trust (the "Fund") offered
by this prospectus represent interests in a non-diversified portfolio of
Federated Municipal Trust (the "Trust"), an open-end management investment
company (a mutual fund). The Fund invests in short-term Minnesota municipal
securities to achieve current income exempt from federal regular income tax and
the regular personal income taxes imposed by the State of Minnesota consistent
with stability of principal.

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 Combined Statement of Additional Information dated
February 28, 1995, with the Securities and Exchange Commission. The information
contained in the Combined Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Combined 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 February 28, 1995

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

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

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

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
  Minnesota Municipal Securities                                               6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7
  Regulatory Compliance                                                        8

TRUST INFORMATION                                                              8
- ------------------------------------------------------

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

NET ASSET VALUE                                                               10
- ------------------------------------------------------

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

  Share Purchases                                                             10
  Minimum Investment Required                                                 11
  Subaccounting Services                                                      11
  Certificates and Confirmations                                              11
  Dividends                                                                   11
  Capital Gains                                                               12

REDEEMING SHARES                                                              12
- ------------------------------------------------------

  By Mail                                                                     12
  Telephone Redemption                                                        13
  Accounts with Low Balances                                                  13

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

  Voting Rights                                                               13
  Massachusetts Partnership Law                                               14

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  State and Local Taxes                                                       15

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

OTHER CLASSES OF SHARES                                                       16
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--CASH SERIES SHARES                                      17
- ------------------------------------------------------

ADDRESSES                                                                     18
- ------------------------------------------------------

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

<TABLE>
<S>                                                                                                <C>        <C>
                                                     INSTITUTIONAL SHARES
                                               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 INSTITUTIONAL SHARES OPERATING EXPENSES
                                            (As a percentage of average net assets)
Management Fee (after waiver) (1)........................................................................       0.06%
12b-1 Fee................................................................................................       None
Total Other Expenses.....................................................................................       0.25%
     Shareholder Services Fee (after waiver) (2)..............................................       0.00%
          Total Institutional Shares Operating Expenses (3)..............................................       0.31%
</TABLE>

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

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

(3)  The Total Institutional Shares Operating Expenses would have been 0.65%
     absent the voluntary waiver of a portion of the management fee.

    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Shares of the
Fund will bear, either directly or indirectly. For more complete descriptions of
the various costs and expenses, see "Investing in the Fund" and "Trust
Information." Wire-transferred redemptions of less than $5,000 may be subject to
additional fees.

<TABLE>
<CAPTION>
EXAMPLE                                                                  1 year     3 years    5 years    10 years
<S>                                                                     <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time
period................................................................     $3         $10        $17        $39
</TABLE>

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

    The information set forth in the foregoing table and example relates only to
Institutional Shares of the Fund. The Fund also offers another class of shares
called Cash Series Shares. Institutional Shares and Cash Series Shares are
subject to certain of the same expenses; however, Cash Series Shares are subject
to a 12b-1 fee of up to 0.50%. See "Other Classes of Shares."


MINNESOTA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS-INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                              YEAR ENDED OCTOBER 31,
                                                 1994       1993       1992       1991       1990*
<S>                                            <C>        <C>        <C>        <C>        <C>
- ---------------------------------------------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, BEGINNING OF PERIOD           $    1.00  $    1.00  $    1.00  $    1.00  $    1.00
- ---------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------------------
    Net investment income                           0.03       0.02       0.03       0.05       0.01
- ---------------------------------------------
LESS DISTRIBUTIONS
- ---------------------------------------------
    Dividends to shareholders from net
    investment income                              (0.03)     (0.02)     (0.03)     (0.05)     (0.01)
- ---------------------------------------------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                 $    1.00  $    1.00  $    1.00  $    1.00  $    1.00
- ---------------------------------------------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                      2.58%      2.43%      3.19%      4.89%      0.90%
- ---------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ---------------------------------------------
    Expenses                                        0.31%      0.31%      0.31%      0.30%      0.01%(b)
- ---------------------------------------------
    Net investment income                           2.55%      2.40%      3.10%      4.73%      6.45%(b)
- ---------------------------------------------
    Expense waiver/reimbursement (a)                0.34%      0.34%      0.33%      0.43%      0.69%(b)
- ---------------------------------------------
SUPPLEMENTAL DATA
- ---------------------------------------------
    Net assets, end of period
    (000 omitted)                               $159,704   $165,865   $245,168   $124,603    $75,904
- ---------------------------------------------
</TABLE>

 * Reflects operations for the period from September 10, 1990 (date of initial
public investment) to October 31, 1990.

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

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

(b) Computed on an annualized basis.


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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Institutional Shares and Cash Series
Shares. This prospectus relates only to Institutional Shares of the Fund, which
are designed primarily for financial institutions acting in a fiduciary capacity
as a convenient means of accumulating an interest in a professionally managed,
non-diversified portfolio investing primarily in short-term Minnesota municipal
securities. The Fund may not be a suitable investment for retirement plans or
for non-Minnesota taxpayers because it invests in municipal securities of
Minnesota. A minimum initial investment of $25,000 over a 90-day period is
required.

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

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

INVESTMENT OBJECTIVE

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

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
Minnesota municipal securities (as defined below) maturing in 13 months or less.
As a matter of investment policy, which cannot be changed without shareholder
approval, the Fund invests its assets so that (1) at least 80% of the Fund's
annual interest income will be exempt from federal regular income tax and
Minnesota regular personal income tax ("exempt interest dividends"); and (2) at
least 95% of the exempt interest dividends that the Fund pays to its
shareholders will derive from interest income from Minnesota municipal
securities. The remaining 5% of such exempt interest dividends paid to
shareholders will derive either from interest income on Minnesota municipal
securities or interest income which is exempt from both federal regular and
Minnesota regular personal income taxes. (Federal regular income tax does not
include the federal individual alternative minimum tax or the federal
alternative minimum tax for corporations.) The average maturity of the
securities in the Fund's portfolio, computed on a dollar-weighted basis, will be
90 days or less. Unless indicated otherwise, the investment policies may be
changed by the Trustees without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.


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

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

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

       municipal commercial paper and other short-term notes;

       variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in Minnesota
     municipal securities from financial institutions such as commercial and
     investment banks, savings 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 Minnesota municipal
     securities.

     MUNICIPAL LEASES.  Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities. They may take the form of a lease, an installment purchase
     contract, a conditional sales contract, or a participation interest in any
     of the above.


RATINGS. The Minnesota municipal 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 SECURITIES. As a matter of fundamental policy, 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 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.

MINNESOTA MUNICIPAL SECURITIES

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

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

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

INVESTMENT RISKS

Yields on Minnesota municipal securities depend on a variety of factors,
including: the general conditions of the short-term municipal note market and of
the municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of the Fund to achieve
its investment objective also depends on the continuing ability of the issuers
of Minnesota municipal securities and participation interests, or the credit
enhancers of either, to meet their obligations for the payment of interest and
principal when due. In addition, from time to time, the supply of Minnesota
municipal securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Minnesota municipal securities which are repayable out of
revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in these
Minnesota municipal securities could involve an increased risk to the Fund
should any of these related projects or facilities experience financial
difficulties.

Obligations of issuers of Minnesota municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.

NON-DIVERSIFICATION

The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

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

INVESTMENT LIMITATIONS

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

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


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

TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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 .40 of 1% of the Fund's average daily net assets. The adviser has
     undertaken to reimburse the Fund up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     The adviser also may voluntarily choose to waive a portion of its fee or
     reimburse other expenses of the Fund, but reserves the right to terminate
     such waiver or reimbursement at any time at its sole discretion.

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

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. 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 INSTITUTIONAL SHARES

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

SHAREHOLDER SERVICES PLAN. The Fund has adopted a Shareholder Services Plan (the
"Services Plan") under which it will pay Federated Shareholder Services, an
affiliate of Federated Investors, an amount not exceeding .25 of 1% of the
average daily net asset value of Institutional Shares 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 it deems appropriate,
Federated Shareholder Services may voluntarily reduce the amount stated above.

Federated Shareholder Services may elect to pay financial institutions fees
based upon shares owned by their clients or customers for services provided to
those clients or customers. The schedules of such fees and the basis upon which
such fees will be paid will be determined from time to time by Federated
Shareholder Services.

SHAREHOLDER SERVICING ARRANGEMENTS. The distributor may pay financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide certain services to shareholders. These
services may include, but are not limited to, distributing prospectuses and
other information, providing accounting assistance, and communicating or
facilitating purchases and redemptions of shares. Any fees paid for these
services by the distributor will be reimbursed by the adviser and not the Fund.

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

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

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:



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

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. 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.

INDEPENDENT PUBLIC ACCOUNTANTS. The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.

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

The Fund attempts to stabilize the net asset value of Institutional Shares at
$1.00 by valuing the portfolio securities using the amortized cost method. The
net asset value per share is determined by subtracting liabilities attributable
to Institutional Shares from the value of Fund assets attributable to
Institutional Shares, and dividing the remainder by the number of Institutional
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., and 4:00 p.m.
(Eastern time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its net
asset value might be materially affected; (ii) days during which no shares are
tendered for redemption and no orders to purchase shares are received; or (iii)
the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

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

SHARE PURCHASES

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days on which the New York Stock
Exchange and the Federal Reserve Wire System are open for business. Shares may
be purchased either by wire or mail. The Fund reserves the right to reject any
purchase request.


To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone.

BY WIRE. To purchase by Federal Reserve wire, call the Fund before 1:00 p.m.
(Eastern time) to place an order. The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) that
day. Federal funds should be wired as follows: Federated Services Company, c/o
State Street Bank and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit
to: Minnesota Municipal Cash Trust--Institutional Shares; Fund Number (this
number can be found on the account statement or by contacting the Fund); Group
Number or Order Number; Nominee or Institution Name; and ABA Number 011000028.

BY MAIL. To purchase by mail, send a check made payable to Minnesota Municipal
Cash Trust-- Institutional Shares to: Federated Services Company, c/o State
Street Bank and Trust Company, P.O. Box 8602, Boston, MA 02266-8602. Orders by
mail are considered received when payment by check is converted into federal
funds. This is normally the next business day after the check is received.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment is $25,000. However, an account may be opened
with a smaller amount as long as the minimum is reached within 90 days. Minimum
investments will be calculated by combining all accounts maintained with the
Fund. Financial institutions may impose different minimum investment
requirements on their customers.

SUBACCOUNTING SERVICES

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

CERTIFICATES AND CONFIRMATIONS

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

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund.


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

CAPITAL GAINS

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

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

Shares are redeemed at their net asset value next determined after Federated
Services Company receives the redemption request. Redemptions will be made on
days on which the Fund computes its net asset value. Redemption requests must be
received in proper form and can be made as described below.

BY MAIL

Shares may be redeemed by sending a written request to: Federated Services
Company, c/o State Street Bank and Trust Company, P.O. Box 8602, Boston, MA
02266-8602. The written request should state: Minnesota Municipal Cash
Trust--Institutional Shares; shareholder's name; the account number; and the
share or dollar amount requested. Sign the request exactly as the shares are
registered. Shareholders should call the Fund for assistance in redeeming by
mail.

If share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.

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

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

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

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

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

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

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.


BY WRITING A CHECK. At the shareholder's request, State Street Bank and Trust
Company will establish a checking account for redeeming shares. For further
information, contact the Fund.

With this checking account, shares may be redeemed by writing a check for
$100.00 or more. The redemption will be made at the net asset value on the date
that the check is presented to the Fund. A check may not be written to close an
account. A shareholder may obtain cash by negotiating the check through the
shareholder's local bank. Checks should never be made payable or sent to State
Street Bank and Trust Company to redeem shares. Canceled checks are sent to the
shareholder each month.

TELEPHONE REDEMPTION

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

If the redemption request is received before 12:00 noon (Eastern time), the
proceeds 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, and those
shares redeemed will not be entitled to that day's dividend. A daily dividend
will be paid on shares redeemed if the redemption request is received after
12:00 noon (Eastern time). However, the proceeds are not wired until the
following business day.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as "By Mail," should be considered. If at any time
the Fund shall determine it necessary to terminate or modify this method of
redemption, shareholders would be promptly notified.

ACCOUNTS WITH LOW BALANCES

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

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

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

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of all classes of
each portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. As a Massachusetts business trust, the Trust is not
required to hold annual shareholder meetings. Shareholder approval will be
sought only for certain changes in the Trust's or the Fund's operation and for
the election of Trustees under certain circumstances.


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

As of January 11, 1995, First Trust National Association, St. Paul, Minnesota,
owned 28.5% of the voting securities of the Fund, and, therefore, may, for
certain purposes, be deemed to control the Fund and be able to affect the
outcome of certain matters presented for a vote of shareholders.

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

MINNESOTA TAXES. Under existing Minnesota laws, distributions made by the Fund
will be not be subject to Minnesota regular personal income taxes provided that
such distributions qualify as exempt-interest dividends under the Internal
Revenue Code, and provided further that 95% of such distributions are derived
from interest on obligations issued by the State of Minnesota or any of its
political or governmental subdivisions, municipalities, or governmental agencies
or instrumentalities ("Minnesota municipal obligations"). Conversely, to the
extent that distributions made by the Fund are derived from other types of
obligations, such distributions will be subject to Minnesota regular personal
income taxes. Moreover, even if the Fund does derive 95% of exempt-interest
dividends from interest income on Minnesota municipal obligations, shareholders
could potentially be liable for Minnesota regular personal income tax to the
extent that the remaining exempt-interest dividends paid to them are derived
from sources of income not exempt from Minnesota regular personal income tax.

Dividends of the Fund are not exempt from Minnesota corporate income taxes.

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

From time to time, the Fund advertises the yield, effective yield, and
tax-equivalent yield for Institutional Shares.

Yield represents the annualized rate of income earned on an investment over a
seven-day period. It is the annualized dividends earned during the period on an
investment shown as a percentage of the investment. The effective yield is
calculated similarly to the yield, but when annualized, the income earned by an
investment is assumed to be reinvested daily. The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment. The tax-equivalent yield is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that would have to be earned to equal
Institutional Shares' 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 Institutional Shares after reinvesting all income distributions.
It is calculated by dividing that change by the initial investment and is
expressed as a percentage.


The performance figures will be calculated separately for each class of shares.
Because each class of shares is subject to different expenses, the performance
of Institutional Shares will exceed the performance of Cash Series Shares for
the same period.

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare its
performance to certain indices.

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

The Fund also offers the following class.

Cash Series Shares are sold at net asset value primarily to retail customers of
financial institutions. Investments in Cash Series Shares are subject to a
minimum initial investment of $10,000. Cash Series Shares are sold with a 12b-1
fee of up to .50 of 1%.

Financial institutions providing distribution or administrative services may
receive additional compensation depending upon which class of shares of the Fund
is sold. The distributor pays this compensation and is reimbursed from sources
other than the assets of the Fund.

The amount of dividends payable to shareholders of any particular class may be
more or less than that payable to the shareholders of any other class depending
upon the existence of and differences in class expenses, Distribution Plan
expenses, and Shareholder Services Plan expenses. The stated advisory fee is the
same for all classes of shares.


MINNESOTA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--CASH SERIES SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                            YEAR ENDED OCTOBER 31,
<S>                                                               <C>        <C>        <C>        <C>
                                                                  ------------------------------------------

<CAPTION>
                                                                    1994       1993       1992       1991*
<S>                                                               <C>        <C>        <C>        <C>
- ----------------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, BEGINNING OF PERIOD                              $    1.00      $1.00  $    1.00
- ----------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------
    Net investment income                                              0.02       0.02       0.03       0.04
- ----------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------
    Dividends to shareholders from net investment income              (0.02)     (0.02)     (0.03)     (0.04)
- ----------------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                    $    1.00  $    1.00  $    1.00  $    1.00
- ----------------------------------------------------------------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                                         2.17%      2.02%      2.78%      3.60%
- ----------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------
    Expenses                                                           0.71%      0.71%      0.71%      0.64%(b)
- ----------------------------------------------------------------
    Net investment income                                              2.15%      2.01%      2.75%      4.11%(b)
- ----------------------------------------------------------------
    Expense waiver/reimbursement (a)                                   0.61%      0.44%      0.44%      0.59%(b)
- ----------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------
    Net assets, end of period (000 omitted)                         $94,335    $67,521    $75,044    $69,747
- ----------------------------------------------------------------
</TABLE>

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

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

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

(b) Computed on an annualized basis.

ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                                <C>
Minnesota Municipal Cash Trust
                    Institutional Shares                                               Federated Investors Tower
                                                                                       Pittsburgh, PA 15222-3779
- -----------------------------------------------------------------------------------------------------------------------

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

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

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

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
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

MINNESOTA MUNICIPAL
CASH TRUST
INSTITUTIONAL SHARES
PROSPECTUS
A Non-Diversified Portfolio of
Federated Municipal Trust,
an Open-End Management
Investment Company

Prospectus dated February 28, 1995

314229402
0082715A-IS (2/95)



Minnesota Municipal Cash Trust

(A Portfolio of Federated Municipal Trust)
Cash Series Shares
Institutional Shares
Combined Statement of Additional Information










    This  Combined Statement of Additional
    Information should be read with the prospectuses
    of Minnesota Municipal Cash Trust (the "Fund"),
    dated February 28, 1995. This Statement is not a
    prospectus.  To receive a copy of a prospectus,
    write or call the Fund.
    
    FEDERATED INVESTORS TOWER
    PITTSBURGH, PENNSYLVANIA 15222-3779
    
    Statement dated February 28, 1995
   
Federated
Securitie
s Corp.
Distr
ibuto
r
A
subsi
diary
of
Feder
ated
Inves
tors
Investment Policies                     1
 Acceptable Investments                1
 Participation
   Interests                            1
 Municipal Leases                      1
 When-Issued And
   Delayed Delivery
   Transactions                         1
 Repurchase Agreements                 1
 Reverse Repurchase
   Agreements                           2
Minnesota Investment
Risks                                   2
Investment Limitations                  2
Brokerage Transactions                  4
Federated Municipal
Trust Management                        5
 The Funds                             8
 Share Ownership                       9
 Trustees Compensation                 9
 Trustee Liability                    10
 Investment Adviser                   10
 Advisory Fees                        10
Fund Administration                    10
Distribution and
Shareholder Services
Plans                                  11
Determining Net Asset
Value                                  11
 Redemption in Kind                   11
 The Fund's Tax Status                12
Performance Information                12
 Yield                                12
 Effective Yield                      12
 Tax-Equivalent Yield                 12
 Tax-Equivalency Table                13
 Total Return                         13
 Performance
   Comparisons                         14
Investment Policies
Unless indicated otherwise, the policies described
below may be changed by the Trustees without
shareholder approval. Shareholders will be notified
before any material change in these policies becomes
effective.
Acceptable Investments
When determining whether a security presents minimal
credit risks, the investment adviser will consider the
creditworthiness of: the issuer of the security, the
issuer of any demand feature applicable to the
security, or any guarantor of either the security or
any demand feature.
Participation Interests
The financial institutions from which the Fund
purchases participation interests frequently provide
or secure from another financial institution
irrevocable letters of credit or guarantees and give
the Fund the right to demand payment of the principal
amounts of the participation interests plus accrued
interest on short notice (usually within seven days).
The municipal securities subject to the participation
interests are not limited to the Fund's maximum
maturity requirements so long as the participation
interests include the right to demand payment from the
issuers of those interests. By purchasing
participation interests having a seven day demand
feature, the Fund is buying a security meeting the
maturity and quality requirements of the Fund and also
is receiving the tax-free benefits of the underlying
securities.
Municipal Leases
The Fund may purchase municipal securities in the form
of participation interests that represent an undivided
proportional interest in lease payments by a
governmental or nonprofit entity. The lease payments
and other rights under the lease provide for and
secure payments on the certificates. Lease obligations
may be limited by municipal charter or the nature of
the appropriation for the lease. Furthermore, a lease
may provide that the participants cannot accelerate
lease obligations upon default. The participants would
only be able to enforce lease payments as they became
due. In the event of a default or failure of
appropriation, unless the participation interests are
credit enhanced, it is unlikely that the participants
would be able to obtain an acceptable substitute
source of payment.
In determining the liquidity of municipal lease
securities, the investment adviser, under the
authority delegated by the Trustees, will base its
determination on the following factors: whether the
lease can be terminated by the lessee; the potential
recovery, if any, from a sale of the leased property
upon termination of the lease; the lessee's general
credit strength (e.g., its debt, administrative,
economic and financial characteristics and prospects);
the likelihood that the lessee will discontinue
appropriating funding for the leased property because
the property is no longer deemed essential to its
operations (e.g., the potential for an "event of non-
appropriation"); and any credit enhancement or legal
recourse provided upon an event of non-appropriation
or other termination of the lease.
When-Issued And Delayed Delivery Transactions
These transactions are made to secure what is
considered to be an advantageous price or yield for
the Fund. No fees or other expenses, other than normal
transaction costs, are incurred.  However, liquid
assets of the Fund sufficient to make payment for the
securities to be purchased are segregated on the
Fund's records at the trade date.  These assets are
marked to market daily and are maintained until the
transaction has been settled.  The Fund does not
intend to engage in when-issued and delayed delivery
transactions to an extent that would cause the
segregation of more than 20% of the total value of its
assets.
Repurchase Agreements
Certain securities in which the Fund invests may be
purchased pursuant to repurchase agreements.
Repurchase agreements are arrangements in which banks,
brokers/dealers, and other recognized financial
institutions sell securities to the Fund and agree at
the time of sale to repurchase them at a mutually
agreed upon time and price. To the extent that the
seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase
price on any sale of such securities. The Fund or its
custodian will take possession of the securities
subject to repurchase agreements, and these securities
will be marked to market daily.  In the event that a
defaulting seller filed for bankruptcy or became
insolvent, disposition of such securities by the Fund
might be delayed pending court action.  The Fund
believes that under the regular procedures normally in
effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Fund and allow
retention or disposition of such securities.  The Fund
will only enter into repurchase agreements with banks
and other recognized financial institutions, such as
broker/dealers, which are deemed by the Fund's adviser
to be creditworthy pursuant to guidelines established
by the Trustees.
Reverse Repurchase Agreements
The Fund may enter into reverse repurchase agreements.
These transactions are similar to borrowing cash. In a
reverse repurchase agreement, the Fund transfers
possession of a portfolio instrument to another
person, such as a financial institutions, broker, or
dealer, in return for a percentage of the instrument's
market value in cash, and agrees that on a stipulated
date in the future the Fund will repurchase the
portfolio instrument by remitting the original
consideration plus interest at an agreed-upon rate.
The use of reverse repurchase agreements may enable
the Fund to avoid selling portfolio instruments at a
time when a sale may be deemed to be disadvantageous,
but the ability to enter into reverse repurchase
agreements does not ensure that the Fund will be able
to avoid selling portfolio instruments at a
disadvantageous time.
When effecting reverse repurchase agreements, liquid
assets of the Fund, in a dollar amount sufficient to
make payment for the obligations to be purchased, are
segregated at the trade date. These securities are
marked to market daily and maintained until the
transaction is settled.
Minnesota Investment Risks
Minnesota (the "State") has a diversified economy, the
structure of which has increasingly come to resemble
the nation as a whole. Minnesota's emergence as a
regional center is evidenced by the comparatively high
rates of employment growth in trade, finance,
insurance and service industries over the past ten
years. Agriculture, which had been severely affected
since 1981, appears to be improving with land values
now stabilizing at levels seen in the early 1980's.
State unemployment rates remain below the national
level; and personal income has grown more rapidly than
that of the nation as a whole, with personal income
per capita remaining slightly above the national
average.
Minnesota's financial operations have been stable in
recent years, following a period of volatility in the
early 1980's. Through frequent reviews of revenue
forecasts and timely legislative action, the State has
maintained balanced operations. Almost all of
Minnesota's debt is general obligation, with general
purpose bonds serviced from the General Fund (with
additional pledges of cigarette tax, sales taxes from
health and sports clubs, and lottery net proceeds) and
highway bonds serviced from the Highway User Tax Fund.
Debt level is moderate, amortization is rapid, and
debt service is a minor burden (less than 3% of
General Fund Revenues).
Although Minnesota's debt management policies have
been conservative, concerns developed when the State
was authorized to issue up to $350 million of revenue
bonds and up to $175 million of state general
obligation bonds to finance the construction of
maintenance facilities for Northwest Airlines (NWA) in
1991.  However, a substantial downsizing of NWA's
plans to build aircraft maintenance facilities in
northern Minnesota minimizes future credit risk
exposure on the State. The State in now expected to
issue $43 million of bonds in November 1994, with a
state general obligation pledge. The bonds will be
initially payable from NWA lease payments.
The Fund's concentration in municipal securities
issued by the state and its political subdivisions
provides a greater level of risk than a fund which is
diversified across numerous states and municipal
entities. The ability of the state or its
municipalities to meet their obligations will depend
on the availability of tax and other revenues;
economic, political, and demographic conditions within
the state; and the underlying fiscal condition of the
state, its counties, and its municipalities.
Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or
      purchase any securities on margin but may obtain
      such short-term credits as are necessary for the
      clearance of transactions.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities except
      that the Fund may borrow money directly  or
      through reverse repurchase agreements in amounts
      up to one-third of the value of its 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.  During the period
      any reverse repurchase agreements are
      outstanding, the Fund will restrict the purchase
      of portfolio securities to money market
      instruments maturing on or before the expiration
      date of the reverse repurchase agreements, but
      only to the extent necessary to assure
      completion of the reverse repurchase agreements.
   Pledging Assets
      The Fund will not mortgage, pledge, or
      hypothecate any assets except as necessary to
      secure permitted borrowings.  In those cases, it
      may pledge assets having a market value not
      exceeding the lesser of the dollar amounts
      borrowed or 15% of the value of its total assets
      at the time of the pledge.
   Lending Cash or Securities
      The Fund will not lend any of its assets, except
      that it may acquire publicly or nonpublicly
      issued Minnesota municipal securities or
      temporary investments or enter into repurchase
      agreements in accordance with its investment
      objective, policies, limitations, or Declaration
      of Trust.
   Investing in Commodities
      The Fund  will not purchase or sell commodities,
      commodity contracts, or commodity futures
      contracts.
   Investing in Real Estate
      The Fund will not purchase or sell real estate
      or real estate limited partnerships , although
      it may invest in securities of issuers whose
      business involves the purchase or sale of real
      estate or in securities which are secured by
      real estate or interests in real estate.
   Investing in Restricted Securities
      The Fund will not invest more than 10% of the
      value of its net assets in securities subject to
      restrictions on resale under federal securities
      law, except for certain restricted securities
      which meet the criteria for liquidity
      established by the Trustees.
   Underwriting
      The Fund will not underwrite any issue of
      securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in
      connection with the sale of securities in
      accordance with its investment objective,
      policies, and limitations.
   Concentration of Investments
      The Fund will not purchase securities if, as a
      result of such purchase, 25% or more of the
      value of its total assets would be invested in
      any one industry, or in industrial development
      bonds or other securities, the interest upon
      which is paid from revenues of similar types of
      projects.  However, the Fund may invest as
      temporary investments more than 25% of the value
      of its assets in cash or cash items, securities
      issued or guaranteed by the U.S. government ,
      its agencies, or instrumentalities, or
      instruments secured by these money market
      instruments, such as repurchase agreements.
The above limitations cannot be changed without
shareholder approval.  The following investment
limitations, however, may be changed by the Trustees
without shareholder approval.  Shareholders will be
notified before any material change in these
limitations becomes effective.
   Investing in Illiquid Securities
      The Fund will not invest more than 10% of the
      value of its net assets in illiquid securities.
   Investing in Securities of Other Investment
   Companies
      The Fund will not purchase securities of other
      investment companies, except as part of a
      merger, consolidation, or other acquisition.
   Investing in New Issuers
      The Fund will not invest more than 5% of the
      value of its total assets in securities of
      issuers (including companies responsible for
      paying principal and interest on industrial
      development bonds) which have records of less
      than three years of continuous operations,
      including the operation of any predecessor.
   Investing for Control
      The Fund will not invest in securities of a
      company for the purpose of exercising control or
      management.
   Investing in Issuers Whose Securities Are Owned by
   Officers  and Trustees of the Trust
      The Fund will not purchase or retain the
      securities of any issuer if the Officers and
      Trustees of the Trust or its investment adviser,
      owning individually more than .50 of 1% of the
      issuer's securities, together own more than 5%
      of the issuer's securities.
   Investing in Options
      The Fund will not invest in puts, calls,
      straddles, spreads, or any combination of them.
   Investing in Minerals
      The Fund will not purchase or sell interests in
      oil, gas, or other mineral exploration or
      development programs or leases, although it may
      purchase the securities of issuers which invest
      in or sponsor such programs.
For purposes of the above limitations, the Fund
considers instruments issued by a U.S. branch of a
domestic bank or savings and loan having capital,
surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash
items." Except with respect to borrowing money, if a
percentage limitation is adhered to at the time of
investment, a later increase or decrease in percentage
resulting from any change in value or net assets will
not result in a violation of such limitation.
The Fund did not borrow money or pledge securities in
excess of 5% of the value of its net assets during the
last fiscal year and has no present intent to do so
during the coming fiscal year.
Brokerage Transactions
When selecting brokers and dealers to handle the
purchase and sale of portfolio instruments, the
adviser looks for prompt execution of the order at a
favorable price.  In working with dealers, the adviser
will generally use those who are recognized dealers in
specific portfolio instruments, except when a better
price and execution of the order can be obtained
elsewhere.  The adviser makes decisions on portfolio
transactions and selects brokers and dealers subject
to guidelines established by the Board of Trustees.
The adviser may select brokers and dealers who offer
brokerage and research services.  These services may
be furnished directly to the Fund or to the adviser
and may include:  advice as to the advisability of
investing in securities; security analysis and
reports; economic studies; industry studies; receipt
of quotations for portfolio evaluations; and similar
services.  Research services provided by brokers and
dealers may be used by the adviser or its affiliates
in advising the Trust and other accounts.  To the
extent that receipt of these services may supplant
services for which the adviser or its affiliates might
otherwise have paid, it would tend to reduce their
expenses.  The adviser and its affiliates exercise
reasonable business judgment in selecting brokers who
offer brokerage and research services to execute
securities transactions.  They determine in good faith
that commissions charged by such persons are
reasonable in relationship to the value of the
brokerage and research services provided.  During the
fiscal years ended October 31, 1994 , 1993, and 1992,
the Trust paid no brokerage commissions.
Although investment decisions for the Fund are made
independently from those of the other accounts managed
by the adviser, investments of the type the Fund may
make may also be made by those other accounts.  When
the Fund and one or more other accounts managed by the
adviser are prepared to invest in, or desire to
dispose of, the same security, available investments
or opportunities for sales will be allocated in a
manner believed by the adviser to be equitable to
each.  In some cases, this procedure may adversely
affect the price paid or received by the Fund or the
size of the position obtained or disposed of by the
Fund.  In other cases, however, it is believed that
coordination and the ability to participate in volume
transactions will be to the benefit of the Fund.
Federated Municipal Trust Management
Officers and Trustees are listed with their
addresses, present positions with Federated Municipal
Trust, and principal occupations.

John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
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 Center
Pittsburgh, PA  15219

Trustee

Director, Oberg Manufacturing Co.; Chairman of
the Board, Children's Hospital of Pittsburgh;
Director, Trustee or Managing General Partner of
the Funds; formerly, Senior Partner, Ernst &
Young LLP.

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
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
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
Trustee
Attorney-at-law; Director, The Emerging Germany Fund,
Inc.; Director, Trustee, or Managing General Partner
of the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.

Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
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.@
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and
Flaherty; Director, Eat'N Park Restaurants, Inc., and
Statewide Settlement Agency, Inc.; Director, Trustee,
or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.

Glen R. Johnson*
Federated Investors Tower
Pittsburgh, PA
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
225 Franklin Street
Boston, MA
Trustee
Consultant; State Representative, Commonwealth of
Massachusetts; Director, Trustee, or Managing General
Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston
Corporation and Trustee, Lahey Clinic Foundation, Inc.


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

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
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
Trustee
Public relations/marketing consultant;  Director,
Trustee, or Managing General Partner of the Funds.

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
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
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
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
Vice President and Secretary
Vice President, Secretary, General Counsel, and
Trustee, Federated Investors; Vice President,
Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Vice President and
Secretary, Federated Research Corp. and Passport
Research, Ltd.; Trustee, Federated Services Company;
Executive Vice President, Secretary, and Trustee,
Federated Administrative Services; Secretary and
Trustee, Federated Shareholder Services; Executive
Vice President and Director, Federated Securities
Corp.; Vice President and Secretary of the Funds.

      * This Trustee is deemed to be an "interested
      person" as defined in the Investment Company Act
      of 1940, as amended.
      @ Member of the Executive Committee.  The
      Executive Committee of the Board of Trustees
      handles the responsibilities of the Board of
      Trustees between meetings of the Board.
The Funds
As referred to in the list of Trustees and Officers,
"Funds" includes the following investment companies:
American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Government Money Trust;
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 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; The Medalist Funds: Money
Market Management, Inc.; Money Market Obligations
Trust; Money Market Trust; Municipal Securities Income
Trust; 111 Corcoran Funds; Peachtree Funds; The
Planters Funds; Portage Funds; RIMCO Monument Funds;
The Shawmut Funds; Short-Term Municipal Trust; Star
Funds; The Starburst Funds; The Starburst Funds II;
Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For
Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury
Obligations; World Investment Series, Inc.
Share Ownership
Officers and Trustees own less than 1% of the Trust's
outstanding shares.
As of January 11, 1995, the following shareholder(s)
of record owned 5% or more of the outstanding Cash
Series Shares of Minnesota Municipal Cash Trust:
Juran & Moody, Inc., St. Paul, Minnesota, owned
approximately 12,222,966 shares (10.72%); Voyageur
Fund Managers, Minneapolis, Minnesota, owned
approximately 16,516,718 shares (14.49%).
As of January 11, 1995, the following shareholder(s)
of record owned 5% or more of the outstanding
Institutional Shares of Minnesota Municipal Cash
Trust: Resource Bank & Trust Company, Minneapolis,
Minnesota, owned approximately 80,423,190 shares
(36.42%); First State Bank of Bayport, Bayport,
Minnesota, owned approximately 13,199,188 shares
(5.98%); First Trust National Association, St. Paul,
Minnesota, owned approximately 95,505,531 shares
(43.26%).
Trustees Compensation

                      AGGREGATE            TOTAL COMPENSATION PAID
NAME ,              COMPENSATION               TO TRUSTEES FROM
POSITION WITH            FROM                       TRUST
TRUST                   TRUST#                AND 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


#The aggregate compensation is provided for the Trust
which is comprised of 13 portfolios.
Trustee Liability
The Declaration of Trust provides that the Trustees
will not be liable for errors of judgment or mistakes
of fact or law.  However, they are not protected
against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties
involved in the conduct of their office.
Investment Advisory Services
Investment Adviser
The Fund's investment adviser is Federated Management.
It is a subsidiary of Federated Investors.  All the
voting securities of Federated Investors are owned by
a trust, the trustees of which are John F. Donahue,
his wife and his son, J. Christopher Donahue.
The adviser shall not be liable to Trust, the Fund, or
any shareholder of the Fund for any losses that may be
sustained in the purchase, holding, or sale of any
security or for anything done or omitted by it, except
acts or omissions involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the
duties imposed upon it by its contract with the Trust.
Advisory Fees
For its advisory services, Federated Management
receives an annual investment advisory fee as
described in the prospectus.
For the fiscal years ended October 31, 1994, 1993, and
1992, the adviser earned $1,025,614, $1,077,211, and
$865,213, respectively, of which $868,068, $915,191,
and $734,973, respectively, was voluntarily waived.
   State Expense Limitations
      The adviser has undertaken to comply with the
      expense limitations established by certain
      states for investment companies whose shares are
      registered for sale in those states.  If the
      Fund's normal operating expenses (including the
      investment advisory fee, but not including
      brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2-1/2% per year
      of the first $30 million of average net assets,
      2% per year of the next $70 million of average
      net assets, and 1-1/2% per year of the remaining
      average net assets, the adviser will reimburse
      the Fund for its expenses over the limitation.
      If the Fund's monthly projected operating
      expenses exceed this limitation, the investment
      advisory fee paid will be reduced by the amount
      of the excess, subject to an annual adjustment.
      If the expense limitation is exceeded, the
      amount to be reimbursed by the adviser will be
      limited, in any single fiscal year, by the
      amount of the investment advisory fees.
      This arrangement is not part of the advisory
      contract and may be amended or rescinded in the
      future.
Fund Administration
Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel
and services to the Fund for a fee as described in the
prospectus.  Prior to March 1, 1994, Federated
Administrative Services, Inc., also a subsidiary of
Federated Investors, served as the Fund's
Administrator.  (For purposes of this Statement of
Additional Information, Federated Administrative
Services and Federated Administrative Services, Inc.
may hereinafter collectively be referred to as the
"Administrators".)  For the fiscal year ended October
31, 1994, 1993, and 1992, the Administrators earned
$249,373, $333,328, and $258,623, respectively. Dr.
Henry J. Gailliot, an officer of Federated Management,
the adviser to the Fund, holds approximately 20% of
the outstanding  common stock and serves as a director
of Commercial Data Services, Inc., a company which
provides computer processing services to Federated
Administrative Services.
Custodian and Portfolio Recordkeeper.   State Street
Bank and Trust Company, Boston, MA is custodian for
the securities and cash of the Fund.  It also provides
certain accounting and recordkeeping services with
respect to the Fund's portfolio investments.
Transfer Agent.  As transfer agent, Federated Services
Company maintains all necessary shareholder records.
For its services, the transfer agent receives a fee
based on size, type, and number of accounts and
transactions made by shareholders.
Distribution and Shareholder Services Plans
With respect to Cash Series Shares, the Fund has
adopted a Distribution Plan pursuant to Rule 12b-1
which was promulgated by the Securities and Exchange
Commission pursuant to the Investment Company Act of
1940.  Additionally, the Fund has adopted a
Shareholder Service Plan with respect to both Cash
Series Shares and Institutional Shares.
These arrangements permit the payment of fees to
financial institutions to stimulate distribution
activities and services to shareholders provided by a
representative who has knowledge of the shareholder's
particular circumstances and goals.  These activities
and services may include, but are not limited to,
marketing efforts; providing office space, equipment,
telephone facilities, and various clerical,
supervisory, computer, and other personnel as
necessary or beneficial to establish and maintain
shareholder accounts and records; processing purchase
and redemption transactions and automatic investments
of client account cash balances; answering routine
client inquiries; and assisting clients in changing
dividend options, account designations, and addresses.
By adopting the Distribution Plan, the Board of
Trustees expects that the Fund will be able to achieve
a more predictable flow of cash for investment
purposes and to meet redemptions.  This will
facilitate more efficient portfolio management and
assist the Fund in pursuing its investment objectives.
By identifying potential investors whose needs are
served by the Fund's objectives, and properly
servicing these accounts, it may be possible to curb
sharp fluctuations in rates of redemptions and sales.
Other benefits, which may be realized under either
arrangement, may include: (1) providing personal
services to shareholders; (2) investing shareholder
assets with a minimum of delay and administrative
detail; (3) enhancing shareholder recordkeeping
systems; and (4) responding promptly to shareholders'
requests and inquiries concerning their accounts.
For the fiscal period ending October 31,1994, payments
in the amount of $402,958 were made pursuant to the
Distribution Plan, $217,702 of which was waived. For
the fiscal period ending October 31, 1994, payments in
the amount of $137,111 were made pursuant to the
Shareholder Services Plan.
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.
For the seven-day period ended October 31,1994, the
yields for Cash Series Shares and Institutional Shares
were 2.65% and 3.05%, respectively.
Effective Yield
The effective yield is calculated by compounding the
unannualized base period return by: adding 1 to the
base period return; raising the sum to the 365/7th
power; and subtracting 1 from the result.
For the seven-day period ended October 31,1994, the
effective yields for Cash Series Shares and
Institutional Shares were 2.69% and 3.10%,
respectively.
Tax-Equivalent Yield
The tax-equivalent yield of the Fund is calculated
similarly to the yield but is adjusted to reflect the
taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a 39.6% tax rate (the
maximum effective federal rate for individuals) and
assuming that income is 100% exempt.
For the seven-day period ended October 31,1994, the
tax-equivalent yields for Cash Series Shares and
Institutional Shares were 5.11% and 5.88%,
respectively.
Tax-Equivalency Table
A tax-equivalency table may be used in advertising and
sales literature. The interest earned by the municipal
securities in the Fund's portfolio generally remains
free from federal regular income tax,* and is often
free from state and local taxes as well.  As the table
below indicates, a "tax-free" investment can be an
attractive choice for investors, particularly in times
of narrow spreads between tax-free and taxable yields.

     
     TAXABLE YIELD EQUIVALENT FOR 1995
     
                                       STATE OF MINNESOTA
     
     TAX BRACKET:
     Combined Federal
     and State: 23.00%     36.50%      39.50%       44.50%        48.10%
     Joint Return$1-39,000$39,001-94,250$94,251-
     143,600$143,601-256,500OVER $256,500
     Single Return$1-23,350$23,351-56,550$56,551-
     117,950$117,951-256,500OVER $256,500
     Tax-Exempt Yield                 Taxable Yield
     Equivalent
      1.50%      1.95%      2.36%       2.48%        2.70%         2.89%
      2.00       2.60       3.15        3.31         3.60          3.85
      2.50       3.25       3.94        4.13         4.50          4.82
      3.00       3.90       4.72        4.96         5.41          5.78
      3.50       4.55       5.51        5.79         6.31          6.74
      4.00       5.19       6.30        6.61         7.21          7.71
      4.50       5.84       7.09        7.44         8.11          8.67
      5.00       6.49       7.87        8.26         9.01          9.63
      5.50       7.14       8.66        9.09         9.91         10.60
      6.00       7.79       9.45        9.92        10.81         11.56
     
     Note:  The maximum marginal tax rate for each
     bracket was used in calculating the taxable
     yield equivalent. Furthermore, additional state
     and local taxes paid on comparable taxable
     investments were not used to increase federal
     deductions. If you itemize deductions, your
     taxable yield equivalent will be lower.
     The chart above is for illustrative purposes
     only.  It is not an indicator of past or future
     performance of Fund shares.
     *Some portion of the Fund's income may be
     subject to the federal alternative minimum tax
     and state and local income taxes.
Total Return
Average annual total return is the average compounded
rate of return for a given period that would equate a
$1,000 initial investment to the ending redeemable
value of that investment.  The ending redeemable value
is compounded by multiplying the number of shares
owned at the end of the period by the net asset value
per share at the end of the period.  The number of
shares owned at the end of the period is based on the
number of shares purchased at the beginning of the
period with $1,000, adjusted over the period by any
additional shares, assuming the monthly reinvestment
of all dividends and distributions.
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.
0082715B (2/95)

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

The Institutional Shares of New Jersey Municipal Cash Trust (the "Fund") offered
by this prospectus represent interests in a non-diversified portfolio of
Federated Municipal Trust (the "Trust"), an open-end management investment
company (a mutual fund). The Fund invests in short-term New Jersey municipal
securities to achieve current income exempt from federal regular income tax and
the New Jersey state income tax imposed upon non-corporate taxpayers consistent
with stability of principal.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE FUND
ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE
NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

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

The Fund has also filed a Combined Statement of Additional Information dated
February 28, 1995, with the Securities and Exchange Commission. The information
contained in the Combined Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Combined 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 February 28, 1995

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

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

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

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
  New Jersey Municipal Securities                                              6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7
  Regulatory Compliance                                                        7

TRUST INFORMATION                                                              8
- ------------------------------------------------------

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

NET ASSET VALUE                                                               10
- ------------------------------------------------------

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

  Share Purchases                                                             10
  Minimum Investment Required                                                 11
  Subaccounting Services                                                      11
  Certificates and Confirmations                                              11
  Dividends                                                                   11
  Capital Gains                                                               12

REDEEMING SHARES                                                              12
- ------------------------------------------------------

  By Mail                                                                     12
  Telephone Redemption                                                        13
  Accounts with Low Balances                                                  13

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

  Voting Rights                                                               13
  Massachusetts Partnership Law                                               13

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  State and Local Taxes                                                       14

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

OTHER CLASSES OF SHARES                                                       15
- ------------------------------------------------------

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

ADDRESSES                                                                     18
- ------------------------------------------------------

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

<TABLE>
<S>                                                                                                   <C>        <C>
                                                      INSTITUTIONAL SHARES
                                                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 INSTITUTIONAL SHARES OPERATING EXPENSES
                                            (As a percentage of average net assets)
Management Fee (after waiver) (1).........................................................................       0.00%
12b-1 Fee.................................................................................................       None
Total Other Expenses (after expense reimbursement)........................................................       0.55%
    Shareholder Services Fee (after waiver) (2)................................................       0.15%
         Total Institutional Shares Operating Expenses (3)................................................       0.55%
</TABLE>

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

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

(3) The Total Institutional Shares Operating Expenses in the table above are
    based on expenses expected during the fiscal year ending October 31, 1995.
    The Total Institutional Shares Operating Expenses were 0.54% for the fiscal
    year ended October 31, 1994, and would have been 0.93% absent the voluntary
    waiver of a portion of the management fee.

    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Shares of the
Fund will bear, either directly or indirectly. For more complete descriptions of
the various costs and expenses, see "Investing in the Fund" and "Trust
Information." Wire-transferred redemptions of less than $5,000 may be subject to
additional fees.

<TABLE>
<CAPTION>
EXAMPLE                                                                     1 year     3 years    5 years   10 years
<S>                                                                        <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period.......     $6         $18        $31        $69
</TABLE>

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

    The information set forth in the foregoing table and example relates only to
Institutional Shares of the Fund. The Fund also offers another class of shares
called Institutional Service Shares. Institutional Shares and Institutional
Service Shares are subject to certain of the same expenses; however,
Institutional Service Shares are subject to a 12b-1 fee of up to 0.10%. See
"Other Classes of Shares."


NEW JERSEY MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                                YEAR ENDED OCTOBER 31,
                                                                        1994       1993       1992       1991*
<S>                                                                   <C>        <C>        <C>        <C>
- --------------------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, BEGINNING OF PERIOD                                  $    1.00  $    1.00  $    1.00  $    1.00
- --------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------
  Net investment income                                                    0.02       0.02       0.03       0.04
- --------------------------------------------------------------------  ---------  ---------  ---------  ---------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------
  Dividends to shareholders from net investment income                    (0.02)     (0.02)     (0.03)     (0.04)
- --------------------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                        $    1.00  $    1.00  $    1.00  $    1.00
- --------------------------------------------------------------------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                                             2.26%      2.22%      2.96%      3.87%
- --------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------
  Expenses                                                                 0.54%      0.46%      0.45%      0.27%(b)
- --------------------------------------------------------------------
  Net investment income                                                    2.22%      2.19%      2.86%      4.19%(b)
- --------------------------------------------------------------------
  Expense waiver/reimbursement (a)                                         0.39%      0.45%      0.51%      0.67%(b)
- --------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------
  Net assets, end of period (000 omitted)                               $62,984    $66,346    $57,657    $39,423
- --------------------------------------------------------------------
</TABLE>

  * Reflects operations for the period from December 13, 1990 (date of initial
    public investment) to October 31, 1991.

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

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

(b) Computed on an annualized basis.


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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Institutional Shares and
Institutional Service Shares. This prospectus relates only to Institutional
Shares of the Fund, which are designed primarily for financial institutions
acting in a fiduciary capacity as a convenient means of accumulating an interest
in a professionally managed, non-diversified portfolio investing primarily in
short-term New Jersey municipal securities. The Fund may not be a suitable
investment for retirement plans or for non-New Jersey taxpayers because it
invests in municipal securities of New Jersey. A minimum initial investment of
$25,000 over 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 New Jersey state income tax imposed upon
non-corporate taxpayers consistent with stability of principal. This investment
objective cannot be changed without shareholder approval. While there is no
assurance that the Fund will achieve its investment objective, it endeavors to
do so by following the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of New
Jersey municipal securities (as defined below) maturing in 13 months or less. As
a matter of investment policy, which cannot be changed without shareholder
approval, at least 80% of the Fund's annual interest income will be exempt from
federal regular income tax and the New Jersey state income tax imposed upon
non-corporate taxpayers. (Federal regular income tax does not include the
federal individual alternative minimum tax or the federal alternative minimum
tax for corporations.) The average maturity of the securities in the Fund's
portfolio, computed on a dollar-weighted basis, will be 90 days or less. Unless
indicated otherwise, the investment policies may be changed by the Trustees
without shareholder approval. Shareholders will be notified before any material
change in these policies becomes effective.

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


tax imposed upon non-corporate taxpayers ("New Jersey municipal securities").
Examples of New Jersey municipal securities include, but are not limited to:

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

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

       municipal commercial paper and other short-term notes;

       variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in New Jersey
     municipal securities from financial institutions such as commercial and
     investment banks, savings 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 New Jersey municipal
     securities.

     MUNICIPAL LEASES.  Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities. They may take the form of a lease, an installment purchase
     contract, a conditional sales contract, or a participation interest in any
     of the above.

RATINGS. The New Jersey municipal 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 SECURITIES. As a matter of fundamental policy, 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 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.

NEW JERSEY MUNICIPAL SECURITIES

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

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

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

INVESTMENT RISKS

Yields on New Jersey municipal securities depend on a variety of factors,
including: the general conditions of the short-term municipal note market and of
the municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of the Fund to achieve
its investment objective also depends on the continuing ability of the issuers
of New Jersey municipal securities and participation interests, or the credit
enhancers of either, to meet their obligations for the payment of interest and
principal when due. In addition, from time to time, the supply of New Jersey
municipal securities acceptable for purchase by the Fund could become limited.


The Fund may invest in New Jersey municipal securities which are repayable out
of revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in these
New Jersey municipal securities could involve an increased risk to the Fund
should any of these related projects or facilities experience financial
difficulties.

Obligations of issuers of New Jersey municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.

NON-DIVERSIFICATION

The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

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

INVESTMENT LIMITATIONS

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

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

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

TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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 .40 of 1% of the Fund's average daily net assets. The adviser has
     undertaken to reimburse the Fund up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     The adviser also may voluntarily choose to waive a portion of its fee or
     reimburse other expenses of the Fund, but reserves the right to terminate
     such waiver or reimbursement at any time at its sole discretion.

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

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. 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 INSTITUTIONAL SHARES

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

SHAREHOLDER SERVICES PLAN. The Fund has adopted a Shareholder Services Plan (the
"Services Plan") under which it will pay Federated Shareholder Services, an
affiliate of Federated Investors, an amount not exceeding .25 of 1% of the
average daily net asset value of Institutional Shares 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 it deems appropriate,
Federated Shareholder Services may voluntarily reduce the amount stated above.

Federated Shareholder Services may elect to pay financial institutions fees
based upon shares owned by their clients or customers for services provided to
those clients or customers. The schedules of such fees and the basis upon which
such fees will be paid will be determined from time to time by Federated
Shareholder Services.

SHAREHOLDER SERVICING ARRANGEMENTS. The distributor may pay financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide certain services to shareholders. These
services may include, but are not limited to, distributing prospectuses and
other information, providing accounting assistance, and communicating or
facilitating purchases and redemptions of shares. Any fees paid for these
services by the distributor will be reimbursed by the adviser and not the Fund.

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

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

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:



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

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. 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.

INDEPENDENT PUBLIC ACCOUNTANTS. The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.

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

The Fund attempts to stabilize the net asset value of Institutional Shares at
$1.00 by valuing the portfolio securities using the amortized cost method. The
net asset value per share is determined by subtracting liabilities attributable
to Institutional Shares from the value of Fund assets attributable to
Institutional Shares, and dividing the remainder by the number of Institutional
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., and 4:00 p.m.
(Eastern time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its net
asset value might be materially affected; (ii) days during which no shares are
tendered for redemption and no orders to purchase shares are received; or (iii)
the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

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

SHARE PURCHASES

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days on which the New York Stock
Exchange and the Federal Reserve Wire System are open for business. Shares may
be purchased either by wire or mail. The Fund reserves the right to reject any
purchase request.


To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone.

BY WIRE. To purchase by Federal Reserve wire, call the Fund before 1:00 p.m.
(Eastern time) to place an order. The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) that
day. Federal funds should be wired as follows: Federated Services Company, c/o
State Street Bank and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit
to: New Jersey Municipal Cash Trust--Institutional Shares; Fund Number (this
number can be found on the account statement or by contacting the Fund); Group
Number or Order Number; Nominee or Institution Name; and ABA Number 011000028.

BY MAIL. To purchase by mail, send a check made payable to New Jersey Municipal
Cash Trust-- Institutional Shares to: Federated Services Company, c/o State
Street Bank and Trust Company, P.O. Box 8602, Boston, MA 02266-8602. Orders by
mail are considered received when payment by check is converted into federal
funds. This is normally the next business day after the check is received.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment is $25,000. However, an account may be opened
with a smaller amount as long as the minimum is reached within 90 days. Minimum
investments will be calculated by combining all accounts maintained with the
Fund. Financial institutions may impose different minimum investment
requirements on their customers.

SUBACCOUNTING SERVICES

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

CERTIFICATES AND CONFIRMATIONS

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

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund.


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

CAPITAL GAINS

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

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

Shares are redeemed at their net asset value next determined after Federated
Services Company receives the redemption request. Redemptions will be made on
days on which the Fund computes its net asset value. Redemption requests must be
received in proper form and can be made as described below.

BY MAIL

Shares may be redeemed by sending a written request to: Federated Services
Company, c/o State Street Bank and Trust Company, P.O. Box 8602, Boston, MA
02266-8602. The written request should state: New Jersey Municipal Cash
Trust--Institutional Shares; shareholder's name; the account number; and the
share or dollar amount requested. Sign the request exactly as the shares are
registered. Shareholders should call the Fund for assistance in redeeming by
mail.

If share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.

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

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

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

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

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

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

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.


TELEPHONE REDEMPTION

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

If the redemption request is received before 12:00 noon (Eastern time), the
proceeds 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, and those
shares redeemed will not be entitled to that day's dividend. A daily dividend
will be paid on shares redeemed if the redemption request is received after
12:00 noon (Eastern time). However, the proceeds are not wired until the
following business day.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as "By Mail," should be considered. If at any time
the Fund shall determine it necessary to terminate or modify this method of
redemption, shareholders would be promptly notified.

ACCOUNTS WITH LOW BALANCES

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

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

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

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of all classes of
each portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. As a Massachusetts business trust, the Trust is not
required to hold annual shareholder meetings. Shareholder approval will be
sought only for certain changes in the Trust's or the Fund's operation and for
the election of Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting of the shareholders for this purpose shall be called by the
Trustees upon the written request of shareholders owning at least 10% of the
outstanding shares of 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 New
Jersey. Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.

NEW JERSEY TAXES. Under existing New Jersey laws, distributions made by the Fund
will not be subject to New Jersey income taxes to the extent that such
distributions qualify as exempt-interest dividends under the Internal Revenue
Code, and represent (i) interest or gain from obligations issued by or on behalf
of the State of New Jersey or any county, municipality, school or other
district, agency, authority, commission, instrumentality, public corporation,
body corporate and politic or political subdivision of New Jersey; or (ii)
interest or gain from obligations (such as obligations of the United States)
that are statutorily free from New Jersey taxation under federal or New Jersey
state laws. Conversely, to the extent that distributions by the Fund are
attributable to other types of obligations, such distributions will be subject
to New Jersey income taxes.

Distributions received by a corporate shareholder from the Fund will not be
exempt from New Jersey corporation business tax or New Jersey corporation income
tax.

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

From time to time, the Fund advertises the yield, effective yield, and
tax-equivalent yield for Institutional Shares.

Yield represents the annualized rate of income earned on an investment over a
seven-day period. It is the annualized dividends earned during the period on an
investment shown as a percentage of the investment. The effective yield is
calculated similarly to the yield, but when annualized, the income earned by an
investment is assumed to be reinvested daily. The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment. The tax-equivalent yield is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that would have to be earned to equal
Institutional Shares' 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 Institutional Shares after reinvesting all income distributions.
It is calculated by dividing that change by the initial investment and is
expressed as a percentage.

The performance figures will be calculated separately for each class of shares.
Because each class of shares is subject to different expenses, the performance
of Institutional Shares will exceed the performance of Institutional Service
Shares for the same period.

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare its
performance to certain indices.

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

The Fund also offers the following class.

Institutional Service Shares are sold at net asset value primarily to financial
institutions acting in an agency capacity. Investments in Institutional Service
Shares are subject to a minimum initial investment of $25,000. Institutional
Service Shares are sold with a .10 of 1% 12b-1 fee.

Financial institutions providing distribution or administrative services may
receive additional compensation depending upon which class of shares of the Fund
is sold. The distributor pays this compensation and is reimbursed from sources
other than the assets of the Fund.


The amount of dividends payable to shareholders of any particular class may be
more or less than that payable to the shareholders of any other class depending
upon the existence of and differences in class expenses, Distribution Plan
expenses, and Shareholder Services Plan expenses. The stated advisory fee is the
same for all classes of shares.


NEW JERSEY MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.
<TABLE>
<CAPTION>
                                                                                YEAR ENDED OCTOBER 31,
                                                                        1994       1993       1992       1991*
<S>                                                                   <C>        <C>        <C>        <C>
- --------------------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, BEGINNING OF PERIOD                                  $    1.00  $    1.00  $    1.00  $    1.00
- --------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------
  Net investment income                                                    0.02       0.02       0.03       0.04
- --------------------------------------------------------------------  ---------  ---------  ---------  ---------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------
  Dividends to shareholders from net investment income                    (0.02)     (0.02)     (0.03)     (0.04)
- --------------------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                        $    1.00  $    1.00  $    1.00  $    1.00
- --------------------------------------------------------------------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                                             2.16%      2.12%      2.86%      3.82%
- --------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------
  Expenses                                                                 0.65%      0.56%      0.55%      0.35%(b)
- --------------------------------------------------------------------
  Net investment income                                                    2.19%      2.08%      2.69%      4.11%(b)
- --------------------------------------------------------------------
  Expense waiver/reimbursement (a)                                         0.41%      0.45%      0.51%      0.69%(b)
- --------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------
  Net assets, end of period (000 omitted)                               $36,704    $21,005    $26,844    $17,709
- --------------------------------------------------------------------
</TABLE>

  * Reflects operations for the period from December 13, 1990 (date of initial
    public investment) to October 31, 1991.

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

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

(b) Computed on an annualized basis.

ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                                <C>
New Jersey Municipal Cash Trust
                    Institutional Shares                                               Federated Investors Tower
                                                                                       Pittsburgh, PA 15222-3779
- -----------------------------------------------------------------------------------------------------------------------

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

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

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

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
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

NEW JERSEY MUNICIPAL
CASH TRUST
INSTITUTIONAL SHARES
PROSPECTUS
A Non-Diversified Portfolio of
Federated Municipal Trust,
an Open-End Management
Investment Company

Prospectus dated February 28, 1995

314229600
0100802A-IS (2/95)
NEW JERSEY MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SERVICE SHARES
PROSPECTUS

The Institutional Service Shares of New Jersey Municipal Cash Trust (the "Fund")
offered by this prospectus represent interests in a non-diversified portfolio of
Federated Municipal Trust (the "Trust"), an open-end management investment
company (a mutual fund). The Fund invests in short-term New Jersey municipal
securities to achieve current income exempt from federal regular income tax and
the New Jersey state income tax imposed upon non-corporate taxpayers consistent
with stability of principal.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE FUND
ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE
NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

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

The Fund has also filed a Combined Statement of Additional Information dated
February 28, 1995, with the Securities and Exchange Commission. The information
contained in the Combined Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Combined 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 February 28, 1995

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

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

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

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
  New Jersey Municipal Securities                                              6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7
  Regulatory Compliance                                                        7

TRUST INFORMATION                                                              8
- ------------------------------------------------------

  Management of the Trust                                                      8
  Distribution of Institutional Service
     Shares                                                                    9
  Administration of the Fund                                                  10

NET ASSET VALUE                                                               10
- ------------------------------------------------------

INVESTING IN THE FUND                                                         11
- ------------------------------------------------------

  Share Purchases                                                             11
  Minimum Investment Required                                                 11
  Subaccounting Services                                                      11
  Certificates and Confirmations                                              12
  Dividends                                                                   12
  Capital Gains                                                               12

REDEEMING SHARES                                                              12
- ------------------------------------------------------

  By Mail                                                                     12
  Telephone Redemption                                                        13
  Accounts with Low Balances                                                  13

SHAREHOLDER INFORMATION                                                       14
- ------------------------------------------------------

  Voting Rights                                                               14
  Massachusetts Partnership Law                                               14

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  State and Local Taxes                                                       15

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

OTHER CLASSES OF SHARES                                                       16
- ------------------------------------------------------

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

ADDRESSES                                                                     18
- ------------------------------------------------------

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

<TABLE>
<S>                                                                                              <C>        <C>
                                                  INSTITUTIONAL SERVICE SHARES
                                                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 INSTITUTIONAL SERVICE SHARES OPERATING EXPENSES
                                            (As a percentage of average net assets)
Management Fee (after waiver) (1).........................................................................       0.00%
12b-1 Fee (after waiver) (2)..............................................................................       0.00%
Total Other Expenses (after expense reimbursement)........................................................       0.65%
    Shareholder Services Fee...................................................................       0.25%
         Total Institutional Service Shares Operating Expenses (3)........................................       0.65%
</TABLE>

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

(2) The maximum 12b-1 fee is 0.10%.

(3) The Total Institutional Service Shares Operating Expenses in the table above
    are based on expenses expected during the fiscal year ending October 31,
    1995. The Total Institutional Service Shares Operating Expenses were 0.65%
    for the fiscal year ended October 31, 1994, and would have been 1.06% absent
    the voluntary waiver of a portion of the management fee and a portion of the
    12b-1 fee.

    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Service Shares of
the Fund will bear, either directly or indirectly. For more complete
descriptions of the various costs and expenses, see "Investing in the Fund" and
"Trust Information." Wire-transferred redemptions of less than $5,000 may be
subject to additional fees.

<TABLE>
<CAPTION>
EXAMPLE                                                                     1 year     3 years    5 years   10 years
<S>                                                                        <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period.......     $7         $21        $36        $81
</TABLE>

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

    The information set forth in the foregoing table and example relates only to
Institutional Service Shares of the Fund. The Fund also offers another class of
shares called Institutional Shares. Institutional Service Shares and
Institutional Shares are subject to certain of the same expenses; however,
Institutional Shares are not subject to a 12b-1 fee. See "Other Classes of
Shares."


NEW JERSEY MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.
<TABLE>
<CAPTION>
                                                                    YEAR ENDED OCTOBER 31,
                                                            1994       1993       1992       1991*
<S>                                                       <C>        <C>        <C>        <C>
- --------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, BEGINNING OF PERIOD                      $    1.00  $    1.00  $    1.00  $    1.00
- --------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------
  Net investment income                                        0.02       0.02       0.03       0.04
- --------------------------------------------------------  ---------  ---------  ---------  ---------
LESS DISTRIBUTIONS
- --------------------------------------------------------
  Dividends to shareholders from net investment income        (0.02)     (0.02)     (0.03)     (0.04)
- --------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                            $    1.00  $    1.00  $    1.00  $    1.00
- --------------------------------------------------------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                                 2.16%      2.12%      2.86%      3.82%
- --------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------
  Expenses                                                     0.65%      0.56%      0.55%      0.35%(b)
- --------------------------------------------------------
  Net investment income                                        2.19%      2.08%      2.69%      4.11%(b)
- --------------------------------------------------------
  Expense waiver/reimbursement (a)                             0.41%      0.45%      0.51%      0.69%(b)
- --------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------
  Net assets, end of period (000 omitted)                   $36,704    $21,005    $26,844    $17,709
- --------------------------------------------------------
</TABLE>

  * Reflects operations for the period from December 13, 1990 (date of initial
public investment) to October 31, 1991.

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

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

(b) Computed on an annualized basis.


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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Institutional Service Shares and
Institutional Shares. This prospectus relates only to Institutional Service
Shares of the Fund, which are designed primarily for financial institutions
acting in an agency capacity as a convenient means of accumulating an interest
in a professionally managed, non-diversified portfolio investing primarily in
short-term New Jersey municipal securities. The Fund may not be a suitable
investment for retirement plans or for non-New Jersey taxpayers because it
invests in municipal securities of New Jersey. A minimum initial investment of
$25,000 over 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 New Jersey state income tax imposed upon
non-corporate taxpayers consistent with stability of principal. This investment
objective cannot be changed without shareholder approval. While there is no
assurance that the Fund will achieve its investment objective, it endeavors to
do so by following the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of New
Jersey municipal securities (as defined below) maturing in 13 months or less. As
a matter of investment policy, which cannot be changed without shareholder
approval, at least 80% of the Fund's annual interest income will be exempt from
federal regular income tax and the New Jersey state income tax imposed upon
non-corporate taxpayers. (Federal regular income tax does not include the
federal individual alternative minimum tax or the federal alternative minimum
tax for corporations.) The average maturity of the securities in the Fund's
portfolio, computed on a dollar-weighted basis, will be 90 days or less. Unless
indicated otherwise, the investment policies may be changed by the Trustees
without shareholder approval. Shareholders will be notified before any material
change in these policies becomes effective.

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

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

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

       municipal commercial paper and other short-term notes;

       variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in New Jersey
     municipal securities from financial institutions such as commercial and
     investment banks, savings 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 New Jersey municipal
     securities.

     MUNICIPAL LEASES.  Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities. They may take the form of a lease, an installment purchase
     contract, a conditional sales contract, or a participation interest in any
     of the above.

RATINGS. The New Jersey municipal 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 SECURITIES. As a matter of fundamental policy, 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 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.

NEW JERSEY MUNICIPAL SECURITIES

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

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

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

INVESTMENT RISKS

Yields on New Jersey municipal securities depend on a variety of factors,
including: the general conditions of the short-term municipal note market and of
the municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of the Fund to achieve
its investment objective also depends on the continuing ability of the issuers
of New Jersey municipal securities and participation interests, or the credit
enhancers of either, to meet their obligations for the payment of interest and
principal when due. In addition, from time to time, the supply of New Jersey
municipal securities acceptable for purchase by the Fund could become limited.


The Fund may invest in New Jersey municipal securities which are repayable out
of revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in these
New Jersey municipal securities could involve an increased risk to the Fund
should any of these related projects or facilities experience financial
difficulties.

Obligations of issuers of New Jersey municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.

NON-DIVERSIFICATION

The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

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

INVESTMENT LIMITATIONS

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

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

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

TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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 .40 of 1% of the Fund's average daily net assets. The adviser has
     undertaken to reimburse the Fund up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     The adviser also may voluntarily choose to waive a portion of its fee or
     reimburse other expenses of the Fund, but reserves the right to terminate
     such waiver or reimbursement at any time at its sole discretion.

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

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. 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 INSTITUTIONAL SERVICE SHARES

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

DISTRIBUTION AND SHAREHOLDER SERVICES PLANS. Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the Fund may pay to the distributor an amount, computed at an annual rate of .10
of 1% of the average daily net asset value of Institutional Service Shares to
finance any activity which is principally intended to result in the sale of
shares subject to the Distribution Plan. The distributor may select financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide sales support services as agents for
their clients or customers. In addition, the Fund has adopted a Shareholder
Services Plan (the "Services Plan") under which it will pay Federated
Shareholder Services, an affiliate of Federated Investors, an amount not
exceeding .25 of 1% of the average daily net asset value of Institutional
Service Shares 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 it deems appropriate, Federated Shareholder Services may voluntarily
reduce the amounts stated above.

Financial institutions will receive fees based upon shares owned by their
clients or customers. The schedules of such fees and the basis upon which such
fees will be paid will be determined from time to time by the Fund, the
distributor, or Federated Shareholder Services, as appropriate.

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

SHAREHOLDER SERVICING ARRANGEMENTS. The distributor may also pay financial
institutions a fee for providing certain services to shareholders. This fee is
in addition to the amounts paid under the Distribution Plan and, if paid, will
be reimbursed by the adviser and not the Fund.

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

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


ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:

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

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. 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.

INDEPENDENT PUBLIC ACCOUNTANTS. The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.

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

The Fund attempts to stabilize the net asset value of Institutional Service
Shares at $1.00 by valuing the portfolio securities using the amortized cost
method. The net asset value per share is determined by subtracting liabilities
attributable to Institutional Service Shares from the value of Fund assets
attributable to Institutional Service Shares, and dividing the remainder by the
number of Institutional Service 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., and 4:00 p.m.
(Eastern time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its net
asset value might be materially affected; (ii) days during which no shares are
tendered for redemption and no orders to purchase shares are received; or (iii)
the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.


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

SHARE PURCHASES

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days on which the New York Stock
Exchange and the Federal Reserve Wire System are open for business. Shares may
be purchased either by wire or mail. The Fund reserves the right to reject any
purchase request.

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone.

BY WIRE. To purchase by Federal Reserve wire, call the Fund before 1:00 p.m.
(Eastern time) to place an order. The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) that
day. Federal funds should be wired as follows: Federated Services Company, c/o
State Street Bank and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit
to: New Jersey Municipal Cash Trust--Institutional Service Shares; Fund Number
(this number can be found on the account statement or by contacting the Fund);
Group Number or Order Number; Nominee or Institution Name; and ABA Number
011000028.

BY MAIL. To purchase by mail, send a check made payable to New Jersey Municipal
Cash Trust-- Institutional Service Shares to: Federated Services Company, c/o
State Street Bank and Trust Company, P.O. Box 8602, Boston, MA 02266-8602.
Orders by mail are considered received when payment by check is converted into
federal funds. This is normally the next business day after the check is
received.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment is $25,000. However, an account may be opened
with a smaller amount as long as the minimum is reached within 90 days. Minimum
investments will be calculated by combining all accounts maintained with the
Fund. Financial institutions may impose different minimum investment
requirements on their customers.

SUBACCOUNTING SERVICES

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


CERTIFICATES AND CONFIRMATIONS

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

DIVIDENDS

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

CAPITAL GAINS

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

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

Shares are redeemed at their net asset value next determined after Federated
Services Company receives the redemption request. Redemptions will be made on
days on which the Fund computes its net asset value. Redemption requests must be
received in proper form and can be made as described below.

BY MAIL

Shares may be redeemed by sending a written request to: Federated Services
Company, c/o State Street Bank and Trust Company, P.O. Box 8602, Boston, MA
02266-8602. The written request should state: New Jersey Municipal Cash
Trust-Institutional Service Shares; shareholder's name; the account number; and
the share or dollar amount requested. Sign the request exactly as the shares are
registered. Shareholders should call the Fund for assistance in redeeming by
mail.

If share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.

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

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


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

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

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

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

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.

BY WRITING A CHECK. At the shareholder's request, State Street Bank and Trust
Company will establish a checking account for redeeming shares. For further
information, contact the Fund.

With this checking account, shares may be redeemed by writing a check for
$100.00 or more. The redemption will be made at the net asset value on the date
that the check is presented to the Fund. A check may not be written to close an
account. A shareholder may obtain cash by negotiating the check through the
shareholder's local bank. Checks should never be made payable or sent to State
Street Bank and Trust Company to redeem shares. Canceled checks are sent to the
shareholder each month.

TELEPHONE REDEMPTION

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

If the redemption request is received before 12:00 noon (Eastern time), the
proceeds 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, and those
shares redeemed will not be entitled to that day's dividend. A daily dividend
will be paid on shares redeemed if the redemption request is received after
12:00 noon (Eastern time). However, the proceeds are not wired until the
following business day.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as "By Mail," should be considered. If at any time
the Fund shall determine it necessary to terminate or modify this method of
redemption, shareholders would be promptly notified.

ACCOUNTS WITH LOW BALANCES

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


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

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

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of all classes of
each portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. As a Massachusetts business trust, the Trust is not
required to hold annual shareholder meetings. Shareholder approval will be
sought only for certain changes in the Trust's or the Fund's operation and for
the election of Trustees under certain circumstances.

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

As of January 11, 1995, Fiduciary Trust Company International, New York, New
York, owned 35.6% of the voting securities of the Institutional Service Shares
of the Fund, and, therefore, may, for certain purposes, be deemed to control the
Institutional Service Shares of the Fund and be able to affect the outcome of
certain matters presented for a vote of shareholders.

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

NEW JERSEY TAXES. Under existing New Jersey laws, distributions made by the Fund
will not be subject to New Jersey income taxes to the extent that such
distributions qualify as exempt-interest dividends under the Internal Revenue
Code, and represent (i) interest or gain from obligations issued by or on behalf
of the State of New Jersey or any county, municipality, school or other
district, agency, authority, commission, instrumentality, public corporation,
body corporate and politic or political subdivision of New Jersey; or (ii)
interest or gain from obligations (such as obligations of the United States)
that are statutorily free from New Jersey taxation under federal or New Jersey
state laws. Conversely, to the extent that distributions by the Fund are
attributable to other types of obligations, such distributions will be subject
to New Jersey income taxes.

Distributions received by a corporate shareholder from the Fund will not be
exempt from New Jersey corporation business taxes or New Jersey corporation
income taxes.

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

From time to time, the Fund advertises the yield, effective yield, and
tax-equivalent yield for Institutional Service Shares.

Yield represents the annualized rate of income earned on an investment over a
seven-day period. It is the annualized dividends earned during the period on an
investment shown as a percentage of the investment. The effective yield is
calculated similarly to the yield, but when annualized, the income earned by an
investment is assumed to be reinvested daily. The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment. The tax-equivalent yield is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that would have to be earned to equal
Institutional Service Shares' 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 Institutional Service Shares after reinvesting all income
distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.

The performance figures will be calculated separately for each class of shares.
Because each class of shares is subject to different expenses, the performance
of Institutional Shares will exceed the performance of Institutional Service
Shares for the same period.

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare its
performance to certain indices.

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

The Fund also offers the following class.

Institutional Shares are sold at net asset value primarily to financial
institutions acting in a fiduciary capacity. Investments in Institutional Shares
are subject to a minimum initial investment of $25,000. Institutional Shares are
sold with no 12b-1 fees.

Financial institutions providing distribution or administrative services may
receive additional compensation depending upon which class of shares of the Fund
is sold. The distributor pays this compensation and is reimbursed from sources
other than the assets of the Fund.

The amount of dividends payable to shareholders of any particular class may be
more or less than that payable to the shareholders of any other class depending
upon the existence of and differences in class expenses, Distribution Plan
expenses, and Shareholder Services Plan expenses. The stated advisory fee is the
same for all classes of shares.


NEW JERSEY MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.
<TABLE>
<CAPTION>
                                                                    YEAR ENDED OCTOBER 31,
                                                            1994       1993       1992       1991*
<S>                                                       <C>        <C>        <C>        <C>
- --------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, BEGINNING OF PERIOD                      $    1.00  $    1.00  $    1.00  $    1.00
- --------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------
  Net investment income                                        0.02       0.02       0.03       0.04
- --------------------------------------------------------  ---------  ---------  ---------  ---------
LESS DISTRIBUTIONS
- --------------------------------------------------------
  Dividends to shareholders from net investment income        (0.02)     (0.02)     (0.03)     (0.04)
- --------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                            $    1.00  $    1.00  $    1.00  $    1.00
- --------------------------------------------------------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                                 2.26%      2.22%      2.96%      3.87%
- --------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------
  Expenses                                                     0.54%      0.46%      0.45%      0.27%(b)
- --------------------------------------------------------
  Net investment income                                        2.22%      2.19%      2.86%      4.19%(b)
- --------------------------------------------------------
  Expense waiver/reimbursement (a)                             0.39%      0.45%      0.51%      0.67%(b)
- --------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------
  Net assets, end of period (000 omitted)                   $62,984    $66,346    $57,657    $39,423
- --------------------------------------------------------
</TABLE>

  * Reflects operations for the period from December 13, 1990 (date of initial
public investment) to October 31, 1991.

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

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

(b) Computed on an annualized basis.

ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                                <C>
New Jersey Municipal Cash Trust
                    Institutional Service Shares                                       Federated Investors Tower
                                                                                       Pittsburgh, PA 15222-3779
- -----------------------------------------------------------------------------------------------------------------------

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

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

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

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
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

NEW JERSEY MUNICIPAL
CASH TRUST
INSTITUTIONAL SERVICE SHARES
PROSPECTUS
A Non-Diversified Portfolio of
Federated Municipal Trust,
an Open-End Management
Investment Company

Prospectus dated February 28, 1995

314229709
0100802A-SS (2/95)



New Jersey Municipal Cash Trust

(A Portfolio of Federated Municipal Trust)
Institutional Service Shares
Institutional shares
Statement of Additional Information










    This Statement of Additional Information should
    be read with the prospectuses of New Jersey
    Municipal Cash Trust (the "Fund") dated February
    28, 1995. This Statement is not a prospectus.
    To receive a copy of a prospectus, write or call
    the Fund.
    
    FEDERATED INVESTORS TOWER
    PITTSBURGH, PENNSYLVANIA 15222-3779
    
    Statement dated February 28, 1995
   
Federated
Securitie
s Corp.
Distr
ibuto
r
A
subsi
diary
of
Feder
ated
Inves
tors
Investment Policies                     1
 Acceptable Investments                1
 Participation
   Interests                            1
 Municipal Leases                      1
 When-Issued And
   Delayed Delivery
   Transactions                         1
 Repurchase Agreements                 1
 Reverse Repurchase
   Agreements                           2
New Jersey Investment
Risks                                   2
Investment Limitations                  2
Brokerage Transactions                  4
Federated Municipal
Trust Management                        5
 The Funds                             8
 Share Ownership                       9
 Trustees Compensation                 9
 Trustee Liability                    10
 Investment Adviser                   10
 Advisory Fees                        10
Fund Administration                    10
Distribution and
Shareholder Services
Plans                                  11
Determining Net Asset
Value                                  11
 Redemption in Kind                   11
 The Fund's Tax Status                12
Performance Information                12
 Yield                                12
 Effective Yield                      12
 Tax-Equivalent Yield                 12
 Tax-Equivalency Table                13
 Total Return                         13
 Performance
   Comparisons                         14
Investment Policies
Unless indicated otherwise, the policies described
below may be changed by the Trustees without
shareholder approval. Shareholders will be notified
before any material change in these policies becomes
effective.
Acceptable Investments
When determining whether a security presents minimal
credit risks, the investment adviser will consider the
creditworthiness of: the issuer of the security, the
issuer of any demand feature applicable to the
security, or any guarantor of either the security or
any demand feature.
Participation Interests
The financial institutions from which the Fund
purchases participation interests frequently provide
or secure from another financial institution
irrevocable letters of credit or guarantees and give
the Fund the right to demand payment of the principal
amounts of the participation interests plus accrued
interest on short notice (usually within seven days).
The municipal securities subject to the participation
interests are not limited to the Fund's maximum
maturity requirements so long as the participation
interests include the right to demand payment from the
issuers of those interests. By purchasing
participation interests having a seven day demand
feature, the Fund is buying a security meeting the
maturity and quality requirements of the Fund and also
is receiving the tax-free benefits of the underlying
securities.
Municipal Leases
The Fund may purchase municipal securities in the form
of participation interests that represent an undivided
proportional interest in lease payments by a
governmental or nonprofit entity. The lease payments
and other rights under the lease provide for and
secure payments on the certificates. Lease obligations
may be limited by municipal charter or the nature of
the appropriation for the lease. Furthermore, a lease
may provide that the participants cannot accelerate
lease obligations upon default. The participants would
only be able to enforce lease payments as they became
due. In the event of a default or failure of
appropriation, unless the participation interests are
credit enhanced, it is unlikely that the participants
would be able to obtain an acceptable substitute
source of payment.
In determining the liquidity of municipal lease
securities, the investment adviser, under the
authority delegated by the Board of Trustees, will
base its determination on the following factors:
whether the lease can be terminated by the lessee; the
potential recovery, if any, from a sale of the leased
property upon termination of the lease; the lessee's
general credit strength (e.g., its debt,
administrative, economic and financial characteristics
and prospects); the likelihood that the lessee will
discontinue appropriating funding for the leased
property because the property is no longer deemed
essential to its operations (e.g., the potential for
an "event of non-appropriation"); and any credit
enhancement or legal recourse provided upon an event
of non-appropriation or other termination of the
lease.
When-Issued And Delayed Delivery Transactions
These transactions are made to secure what is
considered to be an advantageous price or yield for
the Fund. No fees or other expenses, other than normal
transaction costs, are incurred.  However, liquid
assets of the Fund sufficient to make payment for the
securities to be purchased are segregated on the
Fund's records at the trade date.  These assets are
marked to market daily and are maintained until the
transaction has been settled.  The Fund does not
intend to engage in when-issued and delayed delivery
transactions to an extent that would cause the
segregation of more than 20% of the total value of its
assets.
Repurchase Agreements
Certain securities in which the Fund invests may be
purchased pursuant to repurchase agreements.
Repurchase agreements are arrangements in which banks,
brokers/dealers, and other recognized financial
institutions sell securities to the Fund and agree at
the time of sale to repurchase them at a mutually
agreed upon time and price. To the extent that the
seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase
price on any sale of such securities. The Fund or its
custodian will take possession of the securities
subject to repurchase agreements, and these securities
will be marked to market daily.  In the event that a
defaulting seller filed for bankruptcy or became
insolvent, disposition of such securities by the Fund
might be delayed pending court action.  The Fund
believes that under the regular procedures normally in
effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Fund and allow
retention or disposition of such securities.  The Fund
will only enter into repurchase agreements with banks
and other recognized financial institutions, such as
broker/dealers, which are deemed by the Fund's adviser
to be creditworthy pursuant to guidelines established
by the Trustees.
Reverse Repurchase Agreements
The  Fund may also enter into reverse repurchase
agreements.  These transactions are similar to
borrowing cash.  In a reverse repurchase agreement,
the  Fund transfers possession of a portfolio
instrument in return for a percentage of the
instrument's market value in cash and agrees that on a
stipulated date in the future the  Fund will
repurchase the portfolio instrument by remitting the
original consideration plus interest at an agreed upon
rate.  The use of reverse repurchase agreements may
enable the  Fund to avoid selling portfolio
instruments at a time when a sale may be deemed to be
disadvantageous, but does not ensure this result. When
effecting reverse repurchase agreements, liquid assets
of the  Fund, in a dollar amount sufficient to make
payment for the obligations to be purchased, are:
segregated on the  Fund's records at the trade date;
marked to market daily; and maintained until the
transaction is settled.
New Jersey Investment Risks
The Fund invests in obligations of New Jersey (the
"State") issuers which result in the Fund's
performance being subject to risks associated with the
overall conditions present within the State. The
following information is a general summary of the
State's financial condition and a brief summary of the
prevailing economic conditions. This information is
based on official statements relating to securities
that are believed to be reliable but should not be
considered as a complete description of all relevant
information.
The State has experienced severe financial strain as a
result of the recent recession. The State's revenues
fell and expenditures rose while the economy
contracted. These events lead to the shrinkage of New
Jersey's once sizable budget surpluses and lead to
operating deficits from 1989 through 1992. The State
used non-recurring measures to balance its budgets
during this lean time, and in 1993 ended with an $855
million surplus. Additionally, the proposed tax breaks
by the new Governor, Christine Todd Whitman, and the
large Medicaid expenditures and school finance issues
will add future budgeting constraints. Therefore
financial improvement remains uncertain.
The New Jersey economy is well diversified. With its
location between New York City and Philadelphia and a
vast transportation network, the State is home to many
corporate headquarters as well as manufacturing
facilities. The State also has a large tourism
industry with Atlantic City and the Atlantic coast
providing much of the draw. However, unemployment in
New Jersey during 1993-1994 has exceeded the national
average as New Jersey and the northeast lead the
country into the recent recession. In addition,
population growth has been modest.
The overall condition of the Sate is further
demonstrated by its debt ratings. In 1992, Moody's
Investors Service, Inc., downgraded New Jersey from
Aaa to Aa1. Standard & Poor's Ratings Group first
rated the State AAA in 1961. That downgraded to AA+ in
1991.
The Fund's concentration in municipal securities
issued by the state and its political subdivisions
provides a greater level of risk than a fund which is
diversified across numerous states and municipal
entities. The ability of the state or its
municipalities to meet their obligations will depend
on the availability of tax and other revenues;
economic, political, and demographic conditions within
the state; and the underlying fiscal condition of the
state, its counties, and its municipalities.
Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or
      purchase any securities on margin but may obtain
      such short-term credits as are necessary for the
      clearance of transactions.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities except
      that the Fund may borrow money directly or
      through reverse repurchase agreements in amounts
      up to one-third of the value of its total
      assets, including the amounts borrowed.
      The Fund will not borrow money or engage in
      reverse repurchase agreements for investment
      leverage, but rather as a temporary,
      extraordinary, or emergency measure or to
      facilitate management of the portfolio by
      enabling the Fund to meet redemption requests
      when the liquidation of portfolio securities is
      deemed to be inconvenient or disadvantageous.
      The Fund will not purchase any securities while
      borrowings in excess of 5% of the value of its
      total assets are outstanding.
   Pledging Assets
      The Fund will not mortgage, pledge, or
      hypothecate any assets except as necessary to
      secure permitted borrowings.  In those cases, it
      may pledge assets having a market value not
      exceeding the lesser of the dollar amounts
      borrowed or 15% of the value of total assets at
      the time of the pledge.
   Lending Cash or Securities
      The Fund will not lend any of its assets, except
      that it may acquire publicly or non-publicly
      issued New Jersey municipal securities or
      temporary investments or enter into repurchase
      agreements, in accordance with its investment
      objective, policies, and limitations, or
      Declaration of Trust.
   Investing in Commodities
      The Fund  will not purchase or sell commodities,
      commodity contracts, or commodity futures
      contracts.
   Investing in Restricted Securities
      The Fund will not invest more than 10% of its
      net assets in securities subject to restrictions
      on resale under the Securities Act of 1933,
      except for restricted securities which meet the
      criteria for liquidity as established by the
      Trustees.
   Investing in Real Estate
      The Fund will not purchase or sell real estate
      or real estate limited partnerships, although it
      may invest in securities of issuers whose
      business involves the purchase or sale of real
      estate or in securities which are secured by
      real estate or interests in real estate.
   Underwriting
      The Fund will not underwrite any issue of
      securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in
      connection with the sale of securities in
      accordance with its investment objective,
      policies, and limitations.
   Concentration of Investments
      The Fund will not purchase securities if, as a
      result of such purchase, 25% or more of the
      value of its total assets would be invested in
      any one industry or in industrial development
      bonds or other securities the interest upon
      which is paid from revenues of similar types of
      projects. However, the Fund may invest as
      temporary investments more than 25% of the value
      of its assets in cash or certain money market
      instruments, securities issued or guaranteed by
      the U.S. government, its agencies or
      instrumentalities, or instruments secured by
      these money market instruments, such as
      repurchase agreements.
The above limitations cannot be changed without
shareholder approval.  The following investment
limitations, however, may be changed by the Trustees
without shareholder approval.  Shareholders will be
notified before any material change in these
limitations becomes effective.
   Investing in Illiquid Securities
      The Fund will not invest more than 10% of the
      value of its net assets in illiquid securities.
   Investing in Securities of Other Investment
   Companies
      The Fund will not purchase securities of other
      investment companies, except as part of a
      merger, consolidation, or other acquisition.
   Investing in New Issuers
      The Fund will not invest more than 5% of the
      value of its total assets in securities of
      issuers (including companies responsible for
      paying principal and interest on industrial
      development bonds) which have records of less
      than three years of continuous operations,
      including the operation of any predecessor.
   Investing for Control
      The Fund will not invest in securities of a
      company for the purpose of exercising control or
      management.
   Investing in Issuers Whose Securities Are Owned by
   Officers and Trustees of the Trust
      The Fund will not purchase or retain the
      securities of any issuer if the Officers and
      Trustees of the Trust or its investment adviser,
      owning individually more than .50 of 1% of the
      issuer's securities, together own more than 5%
      of the issuer's securities.
   Investing in Options
      The Fund will not invest in puts, calls,
      straddles, spreads, or any combination of them.
   Investing in Minerals
      The Fund will not purchase or sell interests in
      oil, gas, or other mineral exploration or
      development programs or leases, although it may
      purchase the securities of issuers which invest
      in or sponsor such programs.
For purposes of the above limitations, the Fund
considers instruments issued by a U.S. branch of a
domestic bank or savings and loan having capital,
surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash
items." Except with respect to borrowing money, if a
percentage limitation is adhered to at the time of
investment, a later increase or decrease in percentage
resulting from any change in value or net assets will
not result in a violation of such limitation.
The Fund did not borrow money or pledge securities in
excess of 5% of the value of its net assets during the
last fiscal year and has no present intent to do so
during the coming fiscal year.
Brokerage Transactions
When selecting brokers and dealers to handle the
purchase and sale of portfolio instruments, the
adviser looks for prompt execution of the order at a
favorable price.  In working with dealers, the adviser
will generally use those who are recognized dealers in
specific portfolio instruments, except when a better
price and execution of the order can be obtained
elsewhere.  The adviser makes decisions on portfolio
transactions and selects brokers and dealers subject
to guidelines established by the Board of Trustees.
The adviser may select brokers and dealers who offer
brokerage and research services.  These services may
be furnished directly to the Fund or to the adviser
and may include:  advice as to the advisability of
investing in securities; security analysis and
reports; economic studies; industry studies; receipt
of quotations for portfolio evaluations; and similar
services.  Research services provided by brokers and
dealers may be used by the adviser or its affiliates
in advising the Trust and other accounts.  To the
extent that receipt of these services may supplant
services for which the adviser or its affiliates might
otherwise have paid, it would tend to reduce their
expenses.  The adviser and its affiliates exercise
reasonable business judgment in selecting brokers who
offer brokerage and research services to execute
securities transactions.  They determine in good faith
that commissions charged by such persons are
reasonable in relationship to the value of the
brokerage and research services provided.  During the
fiscal years ended October 31, 1994, 1993, 1992, the
Fund paid no brokerage commissions.
Although investment decisions for the Fund are made
independently from those of the other accounts managed
by the adviser, investments of the type the Fund may
make may also be made by those other accounts.  When
the Fund and one or more other accounts managed by the
adviser are prepared to invest in, or desire to
dispose of, the same security, available investments
or opportunities for sales will be allocated in a
manner believed by the adviser to be equitable to
each.  In some cases, this procedure may adversely
affect the price paid or received by the Fund or the
size of the position obtained or disposed of by the
Fund.  In other cases, however, it is believed that
coordination and the ability to participate in volume
transactions will be to the benefit of the Fund.
Federated Municipal Trust Management
Officers and Trustees are listed with their
addresses, present positions with Federated Municipal
Trust, and principal occupations.

John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
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 Center
Pittsburgh, PA  15219

Trustee

Director, Oberg Manufacturing Co.; Chairman of
the Board, Children's Hospital of Pittsburgh;
Director, Trustee or Managing General Partner of
the Funds; formerly, Senior Partner, Ernst &
Young LLP.

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
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
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
Trustee
Attorney-at-law; Director, The Emerging Germany Fund,
Inc.; Director, Trustee, or Managing General Partner
of the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.

Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
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.@
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and
Flaherty; Director, Eat'N Park Restaurants, Inc., and
Statewide Settlement Agency, Inc.; Director, Trustee,
or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.

Glen R. Johnson*
Federated Investors Tower
Pittsburgh, PA
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
225 Franklin Street
Boston, MA
Trustee
Consultant; State Representative, Commonwealth of
Massachusetts; Director, Trustee, or Managing General
Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston
Corporation and Trustee, Lahey Clinic Foundation, Inc.


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

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
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
Trustee
Public relations/marketing consultant;  Director,
Trustee, or Managing General Partner of the Funds.

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
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
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
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
Vice President and Secretary
Vice President, Secretary, General Counsel, and
Trustee, Federated Investors; Vice President,
Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Vice President and
Secretary, Federated Research Corp. and Passport
Research, Ltd.; Trustee, Federated Services Company;
Executive Vice President, Secretary, and Trustee,
Federated Administrative Services; Secretary and
Trustee, Federated Shareholder Services; Executive
Vice President and Director, Federated Securities
Corp.; Vice President and Secretary of the Funds.

     * This Trustee is deemed to be an "interested
        person" as defined in the Investment Company
        Act of 1940, as amended.
     @ Member of the Executive Committee.  The
        Executive Committee of the Board of Trustees
        handles the responsibilities of the Board of
        Trustees between meetings of the Board.
     
The Funds
As referred to in the list of Trustees and Officers,
"Funds" includes the following investment companies:
American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust;
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 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; The Medalist Funds: Money
Market Management, Inc.; Money Market Obligations
Trust; Money Market Trust; Municipal Securities Income
Trust; 111 Corcoran Funds; Peachtree Funds; The
Planters Funds; Portage Funds; RIMCO Monument Funds;
The Shawmut Funds; Short-Term Municipal Trust; Star
Funds; The Starburst Funds; The Starburst Funds II;
Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For
Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury
Obligations; World Investment Series, Inc.
Share Ownership
Officers and Trustees own less than 1% of the Trust's
outstanding shares.
As of January 10, 1995, the following shareholder(s)
of record owned 5% or more of the outstanding
Institutional Service Shares of New Jersey Municipal
Cash Trust: Fiduciary Trust Company International, New
York, New York, owned approximately 12,010,500 shares
(35.63%); Perillo Tours, Inc., Woodcliff Lake, New
Jersey, owned approximately 6,108,988 shares (18.12%)
; Radnor Alloys, Inc., Harrison, New Jersey, owned
approximately 2,159,576 shares (6.41%).
As of January 10, 1995, the following shareholder(s)
of record owned 5% or more of the outstanding
Institutional Shares of New Jersey Municipal Cash
Trust: Board &  Co., Glen Rock, New Jersey, owned
approximately 9,392,763 shares (14.11%); National
Westminster Bank, Jersey City, New Jersey, owned
approximately 11,724,106 shares (17.61%); Corestates
Bank, N.A., Philadelphia, Pennsylvania, owned
approximately 9,465,944 shares (14.22%); Valley
National Bank, Clifton, New Jersey, owned
approximately 5,529,086 shares (8.30%); Fiduciary
Trust Company International, New York, New York, owned
approximately 5,081,500 shares (7.63%); Central Jersey
Bank & Trust Co., Freehold, New Jersey, owned
approximately 7,332,100 shares (11.01%); Peapack
Gladstone Bank, Gladstone, New Jersey, owned
approximately 10,589,015 shares (15.90%).
Trustees Compensation

                      AGGREGATE            TOTAL COMPENSATION PAID
NAME ,              COMPENSATION               TO TRUSTEES FROM
POSITION WITH            FROM                       TRUST
TRUST                   TRUST#                AND 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
#The aggregate compensation is provided for the Trust
which is comprised of 13 portfolios.
Trustee Liability
The Declaration of Trust provides that the Trustees
will not be liable for errors of judgment or mistakes
of fact or law.  However, they are not protected
against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties
involved in the conduct of their office.
Investment Advisory Services
Investment Adviser
The Fund's investment adviser is Federated Management.
It is a subsidiary of Federated Investors.  All the
voting securities of Federated Investors are owned by
a trust, the trustees of which are John F. Donahue,
his wife and his son, J. Christopher Donahue.
The adviser shall not be liable to Trust, the Fund, or
any shareholder of the Fund for any losses that may be
sustained in the purchase, holding, or sale of any
security or for anything done or omitted by it, except
acts or omissions involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the
duties imposed upon it by its contract with the Trust.
Advisory Fees
For its advisory services, Federated Management
receives an annual investment advisory fee as
described in the prospectus.
For the fiscal years ended October 31, 1994, 1993, and
1992, the adviser earned $390,387, $404,029, and
$347,416, respectively, of which $380,881, $404,029,
and $347,416, respectively, was voluntarily waived.
   State Expense Limitations
      The adviser has undertaken to comply with the
      expense limitations established by certain
      states for investment companies whose shares are
      registered for sale in those states.  If the
      Fund's normal operating expenses (including the
      investment advisory fee, but not including
      brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2-1/2% per year
      of the first $30 million of average net assets,
      2% per year of the next $70 million of average
      net assets, and 1-1/2% per year of the remaining
      average net assets, the adviser will reimburse
      the Fund for its expenses over the limitation.
      If the Fund's monthly projected operating
      expenses exceed this limitation, the investment
      advisory fee paid will be reduced by the amount
      of the excess, subject to an annual adjustment.
      If the expense limitation is exceeded, the
      amount to be reimbursed by the adviser will be
      limited, in any single fiscal year, by the
      amount of the investment advisory fees.
      This arrangement is not part of the advisory
      contract and may be amended or rescinded in the
      future.
Fund Administration
Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel
and services to the Fund for a fee as described in the
prospectus.  Prior to March 1, 1994, Federated
Administrative Services, Inc., also a subsidiary of
Federated Investors, served as the Fund's
Administrator.  (For purposes of this Statement of
Additional Information, Federated Administrative
Services and Federated Administrative Services, Inc.
may hereinafter collectively be referred to as the
"Administrators".)  For the fiscal years ended October
31, 1994, 1993, and 1992 the Administrators earned
$203,429, $292,432, and $244,864, respectively.  Dr.
Henry J. Gailliot, an officer of Federated Management,
the adviser to the Fund, holds approximately 20% of
the outstanding  common stock and serves as a director
of Commercial Data Services, Inc., a company which
provides computer processing services to Federated
Administrative Services.
Custodian and Portfolio Recordkeeper.   State Street
Bank and Trust Company, Boston, MA is custodian for
the securities and cash of the Fund.  It 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.
Distribution and Shareholder Services Plans
With respect to Institutional Service Shares, the Fund
has adopted a Distribution Plan pursuant to Rule 12b-1
which was promulgated by the Securities and Exchange
Commission pursuant to the Investment Company Act of
1940.  Additionally, the Fund has adopted a
Shareholder Service Plan with respect to both
Institutional Service Shares and Institutional Shares.
These arrangements permit the payment of fees to
financial institutions to stimulate distribution
activities and services to shareholders provided by a
representative who has knowledge of the shareholder's
particular circumstances and goals.  These activities
and services may include, but are not limited to,
marketing efforts; providing office space, equipment,
telephone facilities, and various clerical,
supervisory, computer, and other personnel as
necessary or beneficial to establish and maintain
shareholder accounts and records; processing purchase
and redemption transactions and automatic investments
of client account cash balances; answering routine
client inquiries; and assisting clients in changing
dividend options, account designations, and addresses.
By adopting the Distribution Plan, the Board of
Trustees expects that the Fund will be able to achieve
a more predictable flow of cash for investment
purposes and to meet redemptions.  This will
facilitate more efficient portfolio management and
assist the Fund in pursuing its investment objectives.
By identifying potential investors whose needs are
served by the Fund's objectives, and properly
servicing these accounts, it may be possible to curb
sharp fluctuations in rates of redemptions and sales.
Other benefits, which may be realized under either
arrangement, may include: (1) providing personal
services to shareholders; (2) investing shareholder
assets with a minimum of delay and administrative
detail; and (3) enhancing shareholder recordkeeping
systems; and (4) responding promptly to shareholders'
requests and inquiries concerning their accounts.
For the fiscal period ending October 31, 1994,
payments in the amount of $23,471 were made pursuant
to the Distribution Plan, $5,348 of which was waived.
In addition, for this period, payments in the amount
of $81,718 were made pursuant to the Shareholder
Services Plan.
Determining Net Asset Value
The Trustees have decided that the best method for
determining the value of portfolio instruments is
amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as
adjusted for amortization of premium or accumulation
of discount rather than at current market value.
Accordingly, neither the amount of daily income nor
the net asset value is affected by any unrealized
appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated
daily yield on shares of the Fund computed by dividing
the annualized daily income on the Fund's portfolio by
the net asset value computed as above may tend to be
higher than a similar computation made by using a
method of valuation based upon market prices and
estimates. In periods of rising interest rates, the
opposite may be true.
The Fund's use of the amortized cost method of valuing
portfolio instruments depends on its compliance with
certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission
under the Investment Company Act of 1940. Under the
Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value
per share, as computed for purposes of distribution
and redemption, at $1.00 per share, taking into
account current market conditions and the Fund's
investment objective. The procedures include
monitoring the relationship between the amortized cost
value per share and the net asset value per share
based upon available indications of market value. The
Trustees will decide what, if any, steps should be
taken if there is a difference of more than 0.5 of 1%
between the two values. The Trustees will take any
steps they consider appropriate (such as redemption in
kind or shortening the average portfolio maturity) to
minimize any material dilution or other unfair results
arising from differences between the two methods of
determining net asset value.
Redemption in Kind
The Fund is obligated to redeem shares solely in cash
up to $250,000 or 1% of the Fund's net asset value,
whichever is less, for any one shareholder within a 90-
day period.  Any redemption beyond this amount will
also be in cash unless the Trustees determine that
further payments should be in kind.  In such cases,
the Fund will pay all or a portion of the remainder of
the redemption in portfolio instruments valued in the
same way as the Fund determines net asset value. The
portfolio instruments will be selected in a manner
that the Trustees deem fair and equitable.  Redemption
in kind is not as liquid as a cash redemption.  If
redemption is made in kind, shareholders who sell
these securities could receive less than the
redemption value and could incur certain transaction
costs.
The Fund's Tax Status
To qualify for the special tax treatment afforded to
regulated investment companies, the Fund must, among
other  requirements:  derive at least 90% of its gross
income from dividends, interest, and gains from the
sale of securities; derive less than 30% of its gross
income from the sale of securities held less than
three months; invest in securities within certain
statutory limits; and distribute to its shareholders
at least 90% of its net income earned during the year.
Performance Information
Performance depends upon such variables as: portfolio
quality; average portfolio maturity; type of
instruments in which the portfolio is invested;
changes in interest rates; changes in expenses; and
the relative amount of cash flow. To the extent that
financial institutions and broker/dealers charge fees
in connection with services provided in conjunction
with an investment in shares of the Fund, the
performance will be reduced for those shareholders
paying those fees.
Yield
The Fund calculates its yield based upon the seven
days ending on the day of the calculation, called the
"base period." This yield is computed by: determining
the net change in the value of a hypothetical account
with a balance of one share at the beginning of the
base period, with the net change excluding capital
changes but including the value of any additional
shares purchased with dividends earned from the
original one share and all dividends declared on the
original and any purchased shares; dividing the net
change in the account's value by the value of the
account at the beginning of the base period to
determine the base period return; and multiplying the
base period return by 365/7.
For the seven-day period ended October 31, 1994, the
yields for Institutional Shares and Institutional
Service Shares were 2.85%, and 2.75%, respectively.
Effective Yield
The Fund calculates its effective yield by compounding
the unannualized base period return by: adding 1 to
the base period return; raising the sum to the 365/7th
power; and subtracting 1 from the result.
For the seven-day period ended October 31, 1994, the
effective yields for Institutional Shares and
Institutional Service Shares were 2.89%, and 2.78%,
respectively.
Tax-Equivalent Yield
The tax-equivalent yield of the Fund is calculated
similarly to the yield but is adjusted to reflect the
taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a 39.6% tax rate (the
maximum effective federal rate for individuals) and
assuming that income is 100% exempt.
For the seven-day period ended October 31, 1994, the
tax-equivalent yields for Institutional Shares and
Institutional Service Shares were 5.30%, and 5.12%,
respectively.
Tax-Equivalency Table
A tax-equivalency table may be used in advertising and
sales literature. The interest earned by the municipal
securities in the Fund's portfolio generally remains
free from federal regular income tax,* and is often
free from state and local taxes as well.  As the table
below indicates, a "tax-free" investment can be an
attractive choice for investors, particularly in times
of narrow spreads between tax-free and taxable yields.

     
     TAXABLE YIELD EQUIVALENT FOR 1995
     
                                      STATE OF NEW JERSEY
     
     TAX BRACKET:
     Combined Federal
     and State: 17.38%     34.18%      37.18%       42.65%        46.25%
     Joint Return$1-39,000$39,001-94,250$94,251-
     143,600$143,601-256,500OVER $256,500
     Single Return$1-23,350$23,351-56,550$56,551-
     117,950$117,951-256,500OVER $256,500
     Tax-Exempt Yield                 Taxable Yield
     Equivalent
      1.50%      1.82%      2.28%       2.41%        2.62%         2.79%
      2.00       2.42       3.04        3.21         3.49          3.72
      2.50       3.03       3.80        4.01         4.36          4.65
      3.00       3.63       4.56        4.81         5.23          5.58
      3.50       4.24       5.32        5.61         6.10          6.51
      4.00       4.84       6.08        6.42         6.97          7.44
      4.50       5.45       6.84        7.22         7.85          8.37
      5.00       6.05       7.60        8.02         8.72          9.30
      5.50       6.66       8.36        8.82         9.59         10.23
      6.00       7.26       9.12        9.62        10.46         11.16
     
     Note:  The maximum marginal tax rate for each
     bracket was used in calculating the taxable
     yield equivalent. Furthermore, additional state
     and local taxes paid on comparable taxable
     investments were not used to increase federal
     deductions. If you itemize deductions, your
     taxable yield equivalent will be lower.
     The chart above is for illustrative purposes
     only.  It is not an indicator of past or future
     performance of Fund shares.
     *Some portion of the Fund's income may be
     subject to the federal alternative minimum tax
     and state and local income taxes.
Total Return
Average annual total return is the average compounded
rate of return for a given period that would equate a
$1,000 initial investment to the ending redeemable
value of that investment.  The ending redeemable value
is compounded by multiplying the number of shares
owned at the end of the period by the net asset value
per share at the end of the period.  The number of
shares owned at the end of the period is based on the
number of shares purchased at the beginning of the
period with $1,000, adjusted over the period by any
additional shares, assuming the monthly reinvestment
of all dividends and distributions.
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.
0100802B (2/95)


NEW YORK MUNICIPAL CASH TRUST

(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
CASH II SHARES
PROSPECTUS

The Cash II Shares of New York Municipal Cash Trust (the "Fund") offered by this
prospectus represent interests in a non-diversified portfolio of Federated
Municipal Trust (the "Trust"), an open-end management investment company (a
mutual fund). The Fund invests in short-term New York municipal securities to
achieve current income exempt from federal regular income tax and the personal
income taxes imposed by New York State and New York municipalities consistent
with stability of principal.

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 Combined Statement of Additional Information dated
February 28, 1995, with the Securities and Exchange Commission. The information
contained in the Combined Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Combined 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 February 28, 1995

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

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

FINANCIAL HIGHLIGHTS--CASH II SHARES                                           2
- ------------------------------------------------------

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
  New York Municipal Securities                                                6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7
  Regulatory Compliance                                                        7

TRUST INFORMATION                                                              8
- ------------------------------------------------------

  Management of the Trust                                                      8
  Distribution of Cash II Shares                                               8
  Administration of the Fund                                                   9

NET ASSET VALUE                                                               10
- ------------------------------------------------------

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

  Special Purchase Features                                                   11

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

  Special Redemption Features                                                 12

ACCOUNT INFORMATION                                                           13
- ------------------------------------------------------

  Dividends                                                                   13
  Capital Gains                                                               13
  Certificates and Confirmations                                              13
  Accounts with Low Balances                                                  13

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

  Voting Rights                                                               13
  Massachusetts Partnership Law                                               14

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  State and Local Taxes                                                       15

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

OTHER CLASSES OF SHARES                                                       16
- ------------------------------------------------------

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

ADDRESSES                                                                     18
- ------------------------------------------------------


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

<TABLE>
<S>                                                                             <C>      <C>
                                        CASH II SHARES
                               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 CASH II SHARES OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver) (1)............................................             0.29%
12b-1 Fee (after waiver) (2).................................................             0.15%
Total Other Expenses.........................................................             0.27%
  Shareholder Services Fee (3)...............................................    0.10%
     Total Cash II Shares Operating Expenses (4).............................             0.71%
</TABLE>

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

(2) The maximum 12b-1 fee is 0.25%.

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

(4) The total Cash II Shares operating expenses would have been 0.92% absent the
voluntary waiver of the management fee and the 12b-1 fee.

     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Cash II Shares 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.

<TABLE>
<CAPTION>
                       EXAMPLE                         1 year  3 years  5 years 10 years
- -----------------------------------------------------------------------------------------
<S>                                                   <C>     <C>      <C>      <C>
You would pay the following expenses on a $1,000
  investment, assuming (1) 5% annual return and (2)
  redemption at the end of each time period........... $    7 $    23  $    40  $    88
</TABLE>

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

     The information set forth in the foregoing table and example relates only
to Cash II Shares of the Fund. The Fund also offers another class of shares
called Institutional Service Shares. See "Other Classes of Shares."


NEW YORK MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS--CASH II SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants for the year ended October 31, 1994. Their
report, dated December 14, 1994, on the Fund's financial statements for the year
ended October 31, 1994, and on the following table for the year ended October
31, 1994, is included in the Annual Report, which is incorporated by reference.
The financial statements as of October 31, 1993, as well as the financial
highlights for the periods ended October 31, 1985, through October 31, 1993,
were audited by other auditors whose report dated December 17, 1993 is also
included by reference. This table should be read in conjunction with the Fund's
financial statements and notes thereto, which may be obtained free of charge
from the Fund.

<TABLE>
<CAPTION>
                                                             YEAR ENDED OCTOBER 31,
                                                    -----------------------------------------
                                                    1994        1993        1992        1991*
                                                    -----       -----       -----       -----
<S>                                                 <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                $1.00       $1.00       $1.00       $1.00
- ------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------
  Net investment income                              0.02        0.02        0.03        0.02
- ------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------
  Dividends to shareholders from net
  investment income                                 (0.02)      (0.02)      (0.03)      (0.02)
- ------------------------------------------------    -----       -----       -----       -----
NET ASSET VALUE, END OF PERIOD                      $1.00       $1.00       $1.00       $1.00
- ------------------------------------------------    -----       -----       -----       -----
TOTAL RETURN**                                       2.15%       1.98%       2.86%       2.20%
- ------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------
  Expenses                                           0.71%       0.71%       0.73%       0.46%(a)
- ------------------------------------------------
  Net investment income                              2.19%       1.96%       2.46%       4.08%(a)
- ------------------------------------------------
  Expense waiver/reimbursement(b)                    0.21%       0.17%         --          --
- ------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------
  Net assets, end of period (000 omitted)           $134,051    $58,884     $4,641        $56
- ------------------------------------------------
</TABLE>

 * For the period from April 25, 1991 (date of initial public investment) to
   October 31, 1991.

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

(a) Computed on an annualized basis.

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


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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Cash II Shares and Institutional
Service Shares. This prospectus relates only to Cash II Shares of the Fund,
which are designed to provide a cash management vehicle for certain customers of
financial institutions which would include corporations and municipalities, as
well as larger individual accounts, seeking a high level of cash management
services from the participating institution. The Fund may not be a suitable
investment for retirement plans or for non-New York taxpayers because it invests
in municipal securities of New York. A minimum initial investment of $25,000
over a 90-day period is required.

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

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

INVESTMENT OBJECTIVE

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

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of New
York municipal securities (as defined below) maturing in 13 months or less. As a
matter of investment policy, which cannot be changed without shareholder
approval, at least 80% of the Fund's annual interest income will be exempt from
federal regular income tax and the personal income taxes imposed by New York
State and New York municipalities. (Federal regular income tax does not include
the federal individual alternative minimum tax or the federal alternative
minimum tax for corporations.) The average maturity of the securities in the
Fund's portfolio, computed on a dollar-weighted basis, will be 90 days or less.
Unless indicated otherwise, the investment policies may be changed by the
Trustees without shareholder approval. Shareholders will be notified before any
material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS.  The Fund invests primarily in debt obligations issued
by or on behalf of New York and its political subdivisions and financing
authorities, and obligations of other states, territories, and possessions of
the United States, including the District of Columbia, and any political
subdivision or financing authority of any of these, the income from which is, in
the opinion of qualified legal counsel, exempt from federal regular income tax
and New York state income tax imposed upon


non-corporate taxpayers ("New York municipal securities"). Examples of New York
municipal securities include, but are not limited to:

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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in New York
     municipal securities from financial institutions such as commercial and
     investment banks, savings 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 New York municipal
     securities.

     MUNICIPAL LEASES.  Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities. They may take the form of a lease, an installment purchase
     contract, a conditional sales contract, or a participation interest in any
     of the above.

RATINGS.  The New York municipal 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; marketable obligations issued
or guaranteed by the U.S. government, its agencies, or instrumentalities;
instruments issued by a U.S. branch of a domestic bank or other deposit
institution having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment; and repurchase agreements (arrangements
in which the organization selling the Fund a temporary investment agrees at the
time of sale to repurchase it at a mutually agreed upon time and price). All
temporary investments will satisfy the same credit quality standards as the
Funds acceptable investments.

Although the Fund is permitted to make taxable, temporary investments, there is
no current intention to do so.

NEW YORK MUNICIPAL SECURITIES

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

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

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

INVESTMENT RISKS

Yields on New York municipal securities depend on a variety of factors,
including: the general conditions of the short-term municipal note market and of
the municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of the Fund to achieve
its investment objective also depends on the continuing ability of the issuers
of New York municipal securities and participation interests, or the credit
enhancers of either, to meet their obligations for the payment of interest and
principal when due. In addition, from time to time, the supply of New York
municipal securities acceptable for purchase by the Fund could become limited.

The Fund may invest in New York municipal securities which are repayable out of
revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in these
New York municipal securities could involve an increased risk to the Fund should
any of these related projects or facilities experience financial difficulties.


Obligations of issuers of New York municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.

NON-DIVERSIFICATION

The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

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

INVESTMENT LIMITATIONS

The Fund will not borrow money or pledge securities except, under certain
circumstances, the Fund may borrow up to one-third of the value of its total
assets and pledge up to 10% of the value of total assets to secure such
borrowings. 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 Combined Statement of Additional Information, in order to
comply with applicable laws and regulations, including the provisions of and
regulations under the Investment Company Act of 1940, as amended. In particular,
the Fund will comply with the various requirements of Rule 2a-7, which regulates
money market mutual funds. The Fund will determine the effective maturity of its
investments, as well as its ability to consider a security as having received
the requisite short-term ratings by NRSROs, according to Rule 2a-7. The Fund may
change these operational policies to reflect changes in the laws and regulations
without the approval of its shareholders.


TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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 .40 of 1% of the Fund's average daily net assets. The adviser has
     undertaken to reimburse the Fund up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     The adviser also may voluntarily choose to waive a portion of its fee or
     reimburse other expenses of the Fund, but reserves the right to terminate
     such waiver or reimbursement at any time at its sole discretion.

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

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. 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 CASH II SHARES

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

DISTRIBUTION AND SHAREHOLDER SERVICES PLANS.  Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the Fund may pay to the distributor an amount, computed at an annual rate of .25
of 1% of the average daily net asset value of


Cash II Shares, to finance any activity which is principally intended to result
in the sale of shares subject to the Distribution Plan. The distributor may
select financial institutions such as banks, fiduciaries, custodians for public
funds, investment advisers, and broker/dealers to provide sales support services
as agents for their clients or customers. In addition, the Fund has adopted a
Shareholder Services Plan (the "Services Plan") under which it will pay
Federated Shareholder Services, an affiliate of Federated Investors, an amount
not exceeding .25 of 1% of the average daily net asset value of Cash II Shares
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 it deems
appropriate, Federated Shareholder Services may voluntarily reduce the amounts
stated above.

Financial institutions will receive fees based upon shares owned by their
clients or customers. The schedules of such fees and the basis upon which such
fees will be paid will be determined from time to time by the Fund, the
distributor, or Federated Shareholder Services, as appropriate.

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

SHAREHOLDER SERVICING ARRANGEMENTS.  The distributor may also pay financial
institutions a fee for providing certain services to shareholders. This fee is
in addition to the amounts paid under the Distribution Plan and, if paid, will
be reimbursed by the adviser and not the Fund.

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

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

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:

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


The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. 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.

INDEPENDENT PUBLIC ACCOUNTANTS.  The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.

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

The Fund attempts to stabilize the net asset value of Cash II Shares at $1.00 by
valuing the portfolio securities using the amortized cost method. The net asset
value per share is determined by subtracting liabilities attributable to Cash II
Shares from the value of Fund assets attributable to Cash II Shares, and
dividing the remainder by the number of Cash II Shares outstanding. The Fund
cannot guarantee that its net asset value will always remain at $1.00 per share.

The net asset value is determined at 12:00 noon, 3:00 p.m., and 4:00 p.m.
(Eastern time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its net
asset value might be materially affected; (ii) days during which no shares are
tendered for redemption and no orders to purchase shares are received; or (iii)
the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

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 $25,000. (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 3:00 p.m. (Eastern time). The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) in
order to begin earning dividends that same day. Federal funds should be wired as
follows: Federated Services Company, c/o State Street Bank and Trust Company,
Boston, MA; Attention; EDGEWIRE; For Credit to: New York Municipal Cash Trust--
Cash II Shares; Fund Number (this number can be found on the account statement
or by contacting the Fund) Group Number or Order Number; Nominee or Institution
Name; and ABA Number 011000028. Shares cannot be purchased by wire on holidays
when wire transfers are restricted.

PURCHASING SHARES BY CHECK.  Shares may be purchased by sending a check made
payable to New York Municipal Cash Trust--Cash II Shares to: Federated Services
Company, c/o State Street Bank and Trust Company, P.O. Box 8604, Boston, MA
02266-8604. Orders by mail are considered received when payment by check is
converted into federal funds (normally the business day after the check is
received) and shares begin earning dividends the next day.

SPECIAL PURCHASE FEATURES

SYSTEMATIC INVESTMENT PROGRAM.  A minimum of $100 can be automatically withdrawn
periodically from the shareholder's checking account at 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 a 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, c/o State Street Bank and Trust Company, P.O. Box
8604, Boston, MA 02266-8604. The written request should state: New York
Municipal Cash Trust--Cash II Shares; 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 firm of a
domestic stock exchange; or any other "eligible guarantor institution," as
defined in the Securities Exchange Act of 1934. The Fund does not accept
signatures guaranteed by a notary public.

SPECIAL REDEMPTION FEATURES

CHECK WRITING.  Upon request, a checking account will be established to allow
shareholders to redeem their fund shares. 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 $25,000, a systematic withdrawal program may be established whereby
automatic redemptions are made from the account and transferred electronically
to any commercial bank, savings bank, or credit union that is an ACH member.
Shareholders may apply for participation in this program through their financial
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 $25,000 due to shareholder redemptions, the Fund may redeem
all of the remaining shares in that account (except accounts maintained by
retirement plans) 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 all classes of
each portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. 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.

As of January 11, 1995, Charles Schwab & Co., Inc., San Francisco, California,
owned 34.7% of the voting securities of the Fund, and, therefore, may, for
certain purposes, be deemed to control the Fund and be able to affect the
outcome of certain matters presented for a vote of shareholders.


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

NEW YORK TAXES.  Under existing New York laws, distributions made by the Fund
will not be subject to New York State or New York City personal income taxes to
the extent that such distributions qualify as exempt-interest dividends under
the Internal Revenue Code, and represent interest income attributable to
obligations of the State of New York and its political subdivisions, as well as
certain other obligations, the interest on which is exempt from New York State
and New York City personal income taxes, such as, for example, certain
obligations of the Commonwealth of Puerto Rico. Conversely, to the extent that
distributions made by the Fund are derived from other types of obligations, such
distributions will be subject to New York State and New York City personal
income taxes.

The Fund cannot predict in advance the exact portion of its dividends that will
be exempt from New York State and New York City personal income taxes. However,
the Fund will report to shareholders at least annually what percentage of the
dividends it actually paid is exempt from such taxes.

Dividends paid by the Fund are exempt from the New York City unincorporated
business taxes to the same extent that they are exempt from the New York City
personal income taxes.

Dividends paid by the Fund are not excluded from net income in determining New
York State or New York City franchise taxes on corporations or financial
institutions.

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

From time to time, the Fund advertises the yield, effective yield, and
tax-equivalent yield for Cash II Shares.

Yield represents the annualized rate of income earned on an investment over a
seven-day period. It is the annualized dividends earned during the period on an
investment shown as a percentage of the investment. The effective yield is
calculated similarly to the yield, but when annualized, the income earned by an
investment is assumed to be reinvested daily. The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment. The tax-equivalent yield is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that would have to be earned to equal
Cash II Shares' 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 Cash II Shares after reinvesting all income distributions. It is
calculated by dividing that change by the initial investment and is expressed as
a percentage.

The performance figures will be calculated separately for each class of shares.
Because each class of shares is subject to different expenses, the performance
of Institutional Service Shares will exceed the performance of Cash II Shares
for the same period.


From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare its
performance to certain indices.

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

The Fund also offers the following class.

Institutional Service Shares are sold at net asset value primarily to banks and
other institutions that hold assets for individuals, trusts, estates, or
partnerships. Investments in Institutional Service Shares are subject to a
minimum initial investment of $25,000. Institutional Service Shares are
distributed pursuant to a 12b-1 Plan adopted by the Trust whereby the
distributor is paid a fee of up to .25 of 1% of the Institutional Service
Shares' average daily net assets.

Financial institutions providing distribution or administrative services may
receive additional compensation depending upon which class of shares of the Fund
is sold. The distributor pays this compensation and is reimbursed from sources
other than the assets of the Fund.

The amount of dividends payable to shareholders of any particular class may be
more or less than that payable to the shareholders of any other class depending
upon the existence of and differences in class expenses, 12b-1 Plan expenses,
and Shareholder Services Plan expenses. The stated advisory fee is the same for
all classes of shares.


NEW YORK MUNICIPAL CASH TRUST

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

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants for the year ended October 31, 1994. Their
report, dated December 14, 1994, on the Fund's financial statements for the year
ended October 31, 1994, and on the following table for the year ended October
31, 1994, is included in the Annual Report, which is incorporated by reference.
The financial statements as of October 31, 1993, as well as the financial
highlights for the periods ended October 31, 1985, through October 31, 1993,
were audited by other auditors whose report dated December 17, 1993 is also
included by reference. This table should be read in conjunction with the Fund's
financial statements and notes thereto, which may be obtained free of charge
from the Fund.

<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                 -----------------------------------------------------------------------------------------------
                                 1994      1993      1992      1991      1990      1989      1988      1987      1986      1985
                                 -----     -----     -----     -----     -----     -----     -----     -----     -----     -----
<S>                              <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF
  PERIOD                         $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00
- ------------------------------
INCOME FROM INVESTMENT
OPERATIONS
- ------------------------------
  Net investment income           0.02      0.02      0.03      0.04      0.05      0.06      0.05      0.04      0.04      0.05
- ------------------------------
LESS DISTRIBUTIONS
- ------------------------------
  Dividends to shareholders
  from net investment income     (0.02)    (0.02)    (0.03)    (0.04)    (0.05)    (0.06)    (0.05)    (0.04)    (0.04)    (0.05)
- ------------------------------   ----      ----      ----      ----      ----      ----      ----      ----      ----      ----
NET ASSET VALUE, END OF PERIOD   $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00
- ------------------------------   ----      ----      ----      ----      ----      ----      ----      ----       ----     ----
TOTAL RETURN*                     2.35%     2.16%     3.01%     4.59%     5.51%     5.70%     4.66%     3.90%     4.35%     4.88%
- ------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------
  Expenses                        0.52%     0.54%     0.57%     0.52%     0.54%     0.55%     0.51%     0.47%     0.47%     0.47%
- ------------------------------
  Net investment income           2.31%     2.14%     2.99%     4.48%     5.36%     5.56%     4.57%     3.81%     4.18%     4.75%
- ------------------------------
  Expense waiver/
  reimbursement(a)                0.13%     0.17%       --        --        --        --        --        --        --        --
- ------------------------------
SUPPLEMENTAL DATA
- ------------------------------
  Net assets, end of period
  (000 omitted)                  $236,580  $274,357  $164,492  $191,616  $197,213  $245,542  $212,786  $141,040  $183,941  $83,085
- ------------------------------
</TABLE>

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

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


ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>             <C>                                       <C>
New York Municipal Cash Trust
                Cash II Shares                            Federated Investors Tower
                                                          Pittsburgh, PA 15222-3779
- ----------------------------------------------------------------------------------------------

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

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

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

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
- ----------------------------------------------------------------------------------------------
</TABLE>


                                      NEW YORK MUNICIPAL
                                      CASH TRUST
                                      CASH II SHARES
                                      PROSPECTUS

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

                                      Prospectus dated February 28, 1995

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

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      314229733
      G00319-02-CII (2/95)


NEW YORK MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SERVICE SHARES
PROSPECTUS

The Institutional Service Shares of New York Municipal Cash Trust (the "Fund")
offered by this prospectus represent interests in a non-diversified portfolio of
Federated Municipal Trust (the "Trust"), an open-end management investment
company (a mutual fund). The Fund invests in short-term New York municipal
securities to achieve current income exempt from federal regular income tax and
the personal income taxes imposed by New York State and New York municipalities
consistent with stability of principal.

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 Combined Statement of Additional Information dated
February 28, 1995, with the Securities and Exchange Commission. The information
contained in the Combined Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Combined 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 February 28, 1995

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

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

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

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
  New York Municipal Securities                                                6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7
  Regulatory Compliance                                                        7

TRUST INFORMATION                                                              8
- ------------------------------------------------------

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

NET ASSET VALUE                                                               10
- ------------------------------------------------------

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

  Share Purchases                                                             10
  Minimum Investment Required                                                 11
  Subaccounting Services                                                      11
  Certificates and Confirmations                                              11
  Dividends                                                                   12
  Capital Gains                                                               12

REDEEMING SHARES                                                              12
- ------------------------------------------------------

  By Mail                                                                     12
  Telephone Redemption                                                        13
  Accounts with Low Balances                                                  13

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

  Voting Rights                                                               13
  Massachusetts Partnership Law                                               14

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  State and Local Taxes                                                       15

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

OTHER CLASSES OF SHARES                                                       16
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--CASH II SHARES                                          17
- ------------------------------------------------------

ADDRESSES                                                                     18
- ------------------------------------------------------


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

<TABLE>
<S>                                                                                      <C>      <C>
                                      INSTITUTIONAL SERVICE SHARES
                                    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 INSTITUTIONAL SERVICE SHARES OPERATING EXPENSES
                                (As a percentage of average net assets)
Management Fee (after waiver) (1).....................................................             0.29%
12b-1 Fee (after waiver) (2)..........................................................             0.00%
Total Other Expenses..................................................................             0.23%
  Shareholder Services Fee (after waiver) (3).........................................    0.06%
    Total Institutional Service Shares Operating Expenses (4).........................             0.52%
</TABLE>

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

(2) The maximum 12b-1 fee is 0.25%.

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

(4) The total Institutional Service Shares operating expenses in the table above
are based on expenses expected during the fiscal year ending October 31, 1995.
The total Institutional Service Shares operating expenses were 0.52% for the
fiscal year ended October 31, 1994, and were 0.65% absent the voluntary waiver
of a portion of the management fee and a portion of the 12b-1 Fee.

    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Service Shares of
the Fund will bear, either directly or indirectly. For more complete
descriptions of the various costs and expenses, see "Investing in the Fund" and
"Trust Information." Wire-transferred redemptions of less than $5,000 may be
subject to additional fees.

<TABLE>
<CAPTION>
                            EXAMPLE                             1 year  3 years  5 years 10 years
- --------------------------------------------------------------------------------------------------
<S>                                                            <C>     <C>      <C>      <C>
You would pay the following expenses on a $1,000 investment,
  assuming (1) 5% annual return and (2) redemption at the end
  of each time period.......................................... $     5 $     17 $     29 $    65
</TABLE>

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

    The information set forth in the forgoing table and example relates only to
Institutional Service Shares of the Fund. The Fund also offers another class of
shares called Cash II Shares. See "Other Classes of Shares."


NEW YORK MUNICIPAL CASH TRUST

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

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants for the year ended October 31, 1994. Their
report, dated December 14, 1994, on the Fund's financial statements for the year
ended October 31, 1994, and on the following table for the year ended October
31, 1994, is included in the Annual Report, which is incorporated by reference.
The financial statements as of October 31, 1993, as well as the financial
highlights for the periods ended October 31, 1985, through October 31, 1993,
were audited by other auditors whose report dated December 17, 1993 is also
included by reference. This table should be read in conjunction with the Fund's
financial statements and notes thereto, which may be obtained free of charge
from the Fund.

<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
                                 -----------------------------------------------------------------------------------------------
                                 1994      1993      1992      1991      1990      1989      1988      1987      1986      1985
                                 -----     -----     -----     -----     -----     -----     -----     -----     -----     -----
<S>                              <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
NET ASSET VALUE, BEGINNING
OF PERIOD                        $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00
- ------------------------------
INCOME FROM INVESTMENT
OPERATIONS
- ------------------------------
  Net investment income           0.02      0.02      0.03      0.04      0.05      0.06      0.05      0.04      0.04      0.05
- ------------------------------
LESS DISTRIBUTIONS
- ------------------------------
  Dividends to shareholders
  from net investment income     (0.02)    (0.02)    (0.03)    (0.04)    (0.05)    (0.06)    (0.05)    (0.04)    (0.04)    (0.05)
- ------------------------------   ----      ----      ----      ----      ----      ----      ----      ----      ----      ----
NET ASSET VALUE, END OF PERIOD   $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00
- ------------------------------   ----      ----      ----      ----      ----      ----      ----      ----       ----     ----
TOTAL RETURN*                     2.35%     2.16%     3.01%     4.59%     5.51%     5.70%     4.66%     3.90%     4.35%     4.88%
- ------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------
  Expenses                        0.52%     0.54%     0.57%     0.52%     0.54%     0.55%     0.51%     0.47%     0.47%     0.47%
- ------------------------------
  Net investment income           2.31%     2.14%     2.99%     4.48%     5.36%     5.56%     4.57%     3.81%     4.18%     4.75%
- ------------------------------
  Expense waiver/
  reimbursement(a)                0.13%     0.17%       --        --        --        --        --        --        --        --
- ------------------------------
SUPPLEMENTAL DATA
- ------------------------------
  Net assets, end of period
  (000 omitted)                  $236,580  $274,357  $164,492  $191,616  $197,213  $245,542  $212,786  $141,040  $183,941  $83,085
- ------------------------------
</TABLE>

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

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


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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Institutional Service Shares and Cash
II Shares. This prospectus relates only to Institutional Service Shares of the
Fund, which are designed primarily for banks and other institutions that hold
assets for individuals, trusts, estates, or partnerships, as a convenient means
of accumulating an interest in a professionally managed, non-diversified
portfolio investing primarily in short-term New York municipal securities. The
Fund may not be a suitable investment for retirement plans or for non-New York
taxpayers because it invests in municipal securities of New York. A minimum
initial investment of $25,000 over a 90-day period is required.

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

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

INVESTMENT OBJECTIVE

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

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of New
York municipal securities (as defined below) maturing in 13 months or less. As a
matter of investment policy, which cannot be changed without shareholder
approval, at least 80% of the Fund's annual interest income will be exempt from
federal regular income tax and the personal income taxes imposed by New York
State and New York municipalities. (Federal regular income tax does not include
the federal individual alternative minimum tax or the federal alternative
minimum tax for corporations.) The average maturity of the securities in the
Fund's portfolio, computed on a dollar-weighted basis, will be 90 days or less.
Unless indicated otherwise, the investment policies may be changed by the
Trustees without shareholder approval. Shareholders will be notified before any
material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS.  The Fund invests primarily in debt obligations issued
by or on behalf of New York and its political subdivisions and financing
authorities, and obligations of other states, territories, and possessions of
the United States, including the District of Columbia, and any political
subdivision or financing authority of any of these, the income from which is, in
the opinion of qualified legal counsel, exempt from federal regular income tax
and New York state income tax imposed upon


non-corporate taxpayers ("New York municipal securities"). Examples of New York
municipal securities include, but are not limited to:

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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in New York
     municipal securities from financial institutions such as commercial and
     investment banks, savings 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 New York municipal
     securities.

     MUNICIPAL LEASES.  Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities. They may take the form of a lease, an installment purchase
     contract, a conditional sales contract, or a participation interest in any
     of the above.

RATINGS.  The New York municipal 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; marketable obligations issued
or guaranteed by the U.S. government, its agencies, or instrumentalities;
instruments issued by a U.S. branch of a domestic bank or other deposit
institution having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment; and repurchase agreements (arrangements
in which the organization selling the Fund a temporary investment agrees at the
time of sale to repurchase it at a mutually agreed upon time and price). All
temporary investments will satisfy the same credit quality standards as the
Funds acceptable investments.

Although the Fund is permitted to make taxable, temporary investments, there is
no current intention to do so.

NEW YORK MUNICIPAL SECURITIES

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

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

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

INVESTMENT RISKS

Yields on New York municipal securities depend on a variety of factors,
including: the general conditions of the short-term municipal note market and of
the municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of the Fund to achieve
its investment objective also depends on the continuing ability of the issuers
of New York municipal securities and participation interests, or the credit
enhancers of either, to meet their obligations for the payment of interest and
principal when due. In addition, from time to time, the supply of New York
municipal securities acceptable for purchase by the Fund could become limited.

The Fund may invest in New York municipal securities which are repayable out of
revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in these
New York municipal securities could involve an increased risk to the Fund should
any of these related projects or facilities experience financial difficulties.


Obligations of issuers of New York municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.

NON-DIVERSIFICATION

The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

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

INVESTMENT LIMITATIONS

The Fund will not borrow money or pledge securities except, under certain
circumstances, the Fund may borrow up to one-third of the value of its total
assets and pledge up to 10% of the value of total assets to secure such
borrowings. 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 Combined Statement of Additional Information, in order to
comply with applicable laws and regulations, including the provisions of and
regulations under the Investment Company Act of 1940, as amended. In particular,
the Fund will comply with the various requirements of Rule 2a-7, which regulates
money market mutual funds. The Fund will determine the effective maturity of its
investments, as well as its ability to consider a security as having received
the requisite short-term ratings by NRSROs, according to Rule 2a-7. The Fund may
change these operational policies to reflect changes in the laws and regulations
without the approval of its shareholders.


TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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 .40 of 1% of the Fund's average daily net assets. The adviser has
     undertaken to reimburse the Fund up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     The adviser also may voluntarily choose to waive a portion of its fee or
     reimburse other expenses of the Fund, but reserves the right to terminate
     such waiver or reimbursement at any time at its sole discretion.

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

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. 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 INSTITUTIONAL SERVICE SHARES

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

DISTRIBUTION AND SHAREHOLDER SERVICES PLANS.  Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the Fund may pay to the distributor an amount, computed at an annual rate of .25
of 1% of the average daily net asset value of


Institutional Service Shares, to finance any activity which is principally
intended to result in the sale of shares subject to the Distribution Plan. The
distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers, and broker/dealers to provide
sales support services as agents for their clients or customers. In addition,
the Fund has adopted a Shareholder Services Plan (the "Services Plan") under
which it will pay Federated Shareholder Services, an affiliate of Federated
Investors, an amount not exceeding .25 of 1% of the average daily net asset
value of Institutional Service Shares 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 it deems appropriate, Federated Shareholder
Services may voluntarily reduce the amounts stated above.

Financial institutions will receive fees based upon shares owned by their
clients or customers. The schedules of such fees and the basis upon which such
fees will be paid will be determined from time to time by the Fund, the
distributor, or Federated Shareholder Services, as appropriate.

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

SHAREHOLDER SERVICING ARRANGEMENTS.  The distributor may also pay financial
institutions a fee for providing certain services to shareholders. This fee is
in addition to the amounts paid under the Distribution Plan and, if paid, will
be reimbursed by the adviser and not the Fund.

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

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

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services)


necessary to operate the Fund. Federated Administrative Services provides these
at an annual rate as specified below:

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

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. 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.

INDEPENDENT PUBLIC ACCOUNTANTS.  The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.

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

The Fund attempts to stabilize the net asset value of Institutional Service
Shares at $1.00 by valuing the portfolio securities using the amortized cost
method. The net asset value per share is determined by subtracting liabilities
attributable to Institutional Service Shares from the value of Fund assets
attributable to Institutional Service Shares, and dividing the remainder by the
number of Institutional Service Shares outstanding. The Fund cannot guarantee
that its net asset value will always remain at $1.00 per share.

The net asset value is determined at 12:00 noon, 3:00 p.m., and 4:00 p.m.
(Eastern time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its net
asset value might be materially affected; (ii) days during which no shares are
tendered for redemption and no orders to purchase shares are received; or (iii)
the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

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

SHARE PURCHASES

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days on which the New York Stock
Exchange and the Federal Reserve Wire System are


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

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone.

BY WIRE.  To purchase by Federal Reserve wire, call the Fund before 3:00 p.m.,
(Eastern time) to place an order. The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) that
day. Federal funds should be wired as follows: Federated Services Company, c/o
State Street Bank and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit
to: New York Municipal Cash Trust-Institutional Service Shares; Fund Number
(this number can be found on the account statement or by contacting the Fund);
Group Number or Order Number; Nominee or Institution Name; and ABA Number
011000028.

BY MAIL.  To purchase by mail, send a check made payable to New York Municipal
Cash Trust-Institutional Service Shares to: Federated Services Company, c/o
State Street Bank and Trust Company, P.O. Box 8602, Boston, MA 02266-8602.
Orders by mail are considered received when payment by check is converted into
federal funds. This is normally the next business day after the check is
received.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment is $25,000. However, an account may be opened
with a smaller amount as long as the minimum is reached within 90 days. Minimum
investments will be calculated by combining all accounts maintained with the
Fund. Financial institutions may impose different minimum investment
requirements on their customers.

SUBACCOUNTING SERVICES

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

CERTIFICATES AND CONFIRMATIONS

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


DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund. Shares purchased by wire before
3:00 p.m. (Eastern time) begin earning dividends that day. Shares purchased by
check begin earning dividends the day after the check is converted into federal
funds.

CAPITAL GAINS

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

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

Shares are redeemed at their net asset value next determined after Federated
Services Company receives the redemption request. Redemptions will be made on
days on which the Fund computes its net asset value. Redemption requests must be
received in proper form and can be made as described below.

BY MAIL

Shares may be redeemed by sending a written request to: Federated Services
Company, c/o State Street Bank and Trust Company, P.O. Box 8602, Boston, MA
02266-8602. The written request should state: New York Municipal Cash
Trust-Institutional Service Shares; shareholder's name; the account number; and
the share or dollar amount requested. Sign the request exactly as the shares are
registered. Shareholders should call the Fund for assistance in redeeming by
mail.

If share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.

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

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

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

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

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

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


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.

TELEPHONE REDEMPTION

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

If the redemption request is received before 12:00 noon (Eastern time), the
proceeds 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, and those
shares redeemed will not be entitled to that day's dividend. A daily dividend
will be paid on shares redeemed if the redemption request is received after
12:00 noon (Eastern time). However, the proceeds are not wired until the
following business day.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as "By Mail," should be considered. If at any time
the Fund shall determine it necessary to terminate or modify this method of
redemption, shareholders would be promptly notified.

ACCOUNTS WITH LOW BALANCES

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

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

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

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of all classes of
each portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. As a Massachusetts business trust, the Trust is not
required to hold annual shareholder meetings. Shareholder approval will be
sought only for certain changes in the Trust's or the Fund's operation and for
the election of Trustees under certain circumstances.

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


As of January 11, 1995, Charles Schwab & Co., Inc., San Francisco, California,
owned 34.7% of the voting securities of the Fund, and, therefore, may, for
certain purposes, be deemed to control the Fund and be able to affect the
outcome of certain matters presented for a vote of shareholders.

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

NEW YORK TAXES.  Under existing New York laws, distributions made by the Fund
will not be subject to New York State or New York City personal income taxes to
the extent that such distributions qualify as exempt-interest dividends under
the Internal Revenue Code, and represent interest income attributable to
obligations of the State of New York and its political subdivisions, as well as
certain other obligations, the interest on which is exempt from New York State
and New York City personal income taxes, such as, for example, certain
obligations of the Commonwealth of Puerto Rico. Conversely, to the extent that
distributions made by the Fund are derived from other types of obligations, such
distributions will be subject to New York State and New York City personal
income taxes.

The Fund cannot predict in advance the exact portion of its dividends that will
be exempt from New York State and New York City personal income taxes. However,
the Fund will report to shareholders at least annually what percentage of the
dividends it actually paid is exempt from such taxes.

Dividends paid by the Fund are exempt from the New York City unincorporated
business taxes to the same extent that they are exempt from the New York City
personal income taxes.

Dividends paid by the Fund are not excluded from net income in determining New
York State or New York City franchise taxes on corporations or financial
institutions.

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

From time to time, the Fund advertises the yield, effective yield, and
tax-equivalent yield for Institutional Service Shares.

Yield represents the annualized rate of income earned on an investment over a
seven-day period. It is the annualized dividends earned during the period on an
investment shown as a percentage of the investment. The effective yield is
calculated similarly to the yield, but when annualized, the income earned by an
investment is assumed to be reinvested daily. The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment. The tax-equivalent yield is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that would have to be earned to equal
Institutional Service Shares' 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 Institutional Service Shares after reinvesting all income
distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.

The performance figures will be calculated separately for each class of shares.
Because each class of shares is subject to different expenses, the performance
of Institutional Service Shares will exceed the performance of Cash II Shares
for the same period.


From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare its
performance to certain indices.

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

The Fund also offers the following class.

Cash II Shares are sold at net asset value primarily to certain customers of
financial institutions including corporations, municipalities, and individual
accounts, seeking a high level of cash management services. Investments in Cash
II Shares are subject to a minimum initial investment of $25,000. Cash II Shares
are distributed pursuant to a 12b-1 Plan adopted by the Trust whereby the
distributor is paid a fee of up to .25 of 1% of the Cash II Shares' average
daily net assets.

Financial institutions providing distribution or administrative services may
receive additional compensation depending upon which class of shares of the Fund
is sold. The distributor pays this compensation and is reimbursed from sources
other than the assets of the Fund.

The amount of dividends payable to shareholders of any particular class may be
more or less than that payable to the shareholders of any other class depending
upon the existence of and differences in class expenses, 12b-1 Plan expenses,
and Shareholder Services Plan expenses. The stated advisory fee is the same for
all classes of shares.


NEW YORK MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS--CASH II SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants for the year ended October 31, 1994. Their
report, dated December 14, 1994, on the Fund's financial statements for the year
ended October 31, 1994, and on the following table for the year ended October
31, 1994, is included in the Annual Report, which is incorporated by reference.
The financial statements as of October 31, 1993, as well as the financial
highlights for the periods ended October 31, 1985, through October 31, 1993,
were audited by other auditors whose report dated December 17, 1993 is also
included by reference. This table should be read in conjunction with the Fund's
financial statements and notes thereto, which may be obtained free of charge
from the Fund.

<TABLE>
<CAPTION>
                                                             YEAR ENDED OCTOBER 31,
                                                    -----------------------------------------
                                                    1994        1993        1992        1991*
                                                    -----       -----       -----       -----
<S>                                                 <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                $1.00       $1.00       $1.00       $1.00
- ------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------
  Net investment income                              0.02        0.02        0.03        0.02
- ------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------
  Dividends to shareholders from net
  investment income                                 (0.02)      (0.02)      (0.03)      (0.02)
- ------------------------------------------------    -----       -----       -----       -----
NET ASSET VALUE, END OF PERIOD                      $1.00       $1.00       $1.00       $1.00
- ------------------------------------------------    -----       -----       -----       -----
TOTAL RETURN**                                       2.15%       1.98%       2.86%       2.20%
- ------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------
  Expenses                                           0.71%       0.71%       0.73%       0.46%(a)
- ------------------------------------------------
  Net investment income                              2.19%       1.96%       2.46%       4.08%(a)
- ------------------------------------------------
  Expense waiver/reimbursement(b)                    0.21%       0.17%         --          --
- ------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------
  Net assets, end of period (000 omitted)           $134,051    $58,884     $4,641        $56
- ------------------------------------------------
</TABLE>

 * For the period from April 25, 1991 (date of initial public investment) to
   October 31, 1991.

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

(a) Computed on an annualized basis.

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


ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>             <C>                                       <C>
New York Municipal Cash Trust
                Institutional Service Shares              Federated Investors Tower
                                                          Pittsburgh, PA 15222-3779
- ----------------------------------------------------------------------------------------------

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

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

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

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
- ----------------------------------------------------------------------------------------------
</TABLE>


                                      NEW YORK MUNICIPAL
                                      CASH TRUST
                                      INSTITUTIONAL SERVICE SHARES
                                      PROSPECTUS

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

                                      Prospectus dated February 28, 1995

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

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      314229741
      G00319-01-SS (2/95)




New York Municipal Cash Trust

(A Portfolio of Federated Municipal Trust)
Institutional Service Shares, Cash II Shares
Statement of Additional Information










    This Statement of Additional Information should
    be read with the prospectuses of New York
    Municipal Cash Trust (the "Fund") dated February
    28, 1995. This Statement is not a prospectus.
    To receive a copy of a prospectus, write or call
    the Fund.
    
    FEDERATED INVESTORS TOWER
    PITTSBURGH, PENNSYLVANIA 15222-3779
    
    Statement dated February 28, 1995
   
Federated
Securitie
s Corp.
Distr
ibuto
r
A
subsi
diary
of
Feder
ated
Inves
tors
Investment Policies                     1
 Acceptable Investments                1
 Participation
   Interests                            1
 Municipal Leases                      1
 When-Issued And
   Delayed Delivery
   Transactions                         1
 Repurchase Agreements                 1
New York Investment
Risks                                   2
Investment Limitations                  2
Brokerage Transactions                  4
Federated Municipal
Trust Management                        5
 The Funds                             8
 Share Ownership                       8
 Trustees Compensation                 9
 Trustee Liability                     9
 Investment Adviser                    9
 Advisory Fees                        10
Fund Administration                    10
Distribution and
Shareholder Services
Plans                                  10
Determining Net Asset
Value                                  11
 Redemption in Kind                   11
 The Fund's Tax Status                11
Performance Information                11
 Yield                                12
 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 Trustees without
shareholder approval. Shareholders will be notified
before any material change in these policies becomes
effective.
Acceptable Investments
When determining whether a security presents minimal
credit risks, the investment adviser will consider the
creditworthiness of: the issuer of the security, the
issuer of any demand feature applicable to the
security, or any guarantor of either the security or
any demand feature.
Participation Interests
The financial institutions from which the Fund
purchases participation interests frequently provide
or secure from another financial institution
irrevocable letters of credit or guarantees and give
the Fund the right to demand payment of the principal
amounts of the participation interests plus accrued
interest on short notice (usually within seven days).
The municipal securities subject to the participation
interests are not limited to the Fund's maximum
maturity requirements so long as the participation
interests include the right to demand payment from the
issuers of those interests. By purchasing
participation interests having a seven day demand
feature, the Fund is buying a security meeting the
maturity and quality requirements of the Fund and also
is receiving the tax-free benefits of the underlying
securities.
Municipal Leases
The Fund may purchase municipal securities in the form
of participation interests that represent an undivided
proportional interest in lease payments by a
governmental or nonprofit entity. The lease payments
and other rights under the lease provide for and
secure payments on the certificates. Lease obligations
may be limited by municipal charter or the nature of
the appropriation for the lease. Furthermore, a lease
may provide that the participants cannot accelerate
lease obligations upon default. The participants would
only be able to enforce lease payments as they became
due. In the event of a default or failure of
appropriation, unless the participation interests are
credit enhanced, it is unlikely that the participants
would be able to obtain an acceptable substitute
source of payment.
In determining the liquidity of municipal lease
securities, the investment adviser, under the
authority delegated by the Board of Trustees, will
base its determination on the following factors:
whether the lease can be terminated by the lessee; the
potential recovery, if any, from a sale of the leased
property upon termination of the lease; the lessee's
general credit strength (e.g., its debt,
administrative, economic and financial characteristics
and prospects); the likelihood that the lessee will
discontinue appropriating funding for the leased
property because the property is no longer deemed
essential to its operations (e.g., the potential for
an "event of non-appropriation"); and any credit
enhancement or legal recourse provided upon an event
of non-appropriation or other termination of the
lease.
When-Issued And Delayed Delivery Transactions
These transactions are made to secure what is
considered to be an advantageous price or yield for
the Fund. No fees or other expenses, other than normal
transaction costs, are incurred.  However, liquid
assets of the Fund sufficient to make payment for the
securities to be purchased are segregated on the
Fund's records at the trade date.  These assets are
marked to market daily and are maintained until the
transaction has been settled.  The Fund does not
intend to engage in when-issued and delayed delivery
transactions to an extent that would cause the
segregation of more than 20% of the total value of its
assets.
Repurchase Agreements
Certain securities in which the Fund invests may be
purchased pursuant to repurchase agreements.
Repurchase agreements are arrangements in which banks,
brokers/dealers, and other recognized financial
institutions sell securities to the Fund and agree at
the time of sale to repurchase them at a mutually
agreed upon time and price. To the extent that the
seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase
price on any sale of such securities. The Fund or its
custodian will take possession of the securities
subject to repurchase agreements, and these securities
will be marked to market daily.  In the event that a
defaulting seller filed for bankruptcy or became
insolvent, disposition of such securities by the Fund
might be delayed pending court action.  The Fund
believes that under the regular procedures normally in
effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Fund and allow
retention or disposition of such securities.  The Fund
will only enter into repurchase agreements with banks
and other recognized financial institutions, such as
broker/dealers, which are deemed by the Fund's adviser
to be creditworthy pursuant to guidelines established
by the Trustees.
New York Investment Risks
The Fund invests in obligations of New York (the
"State") issuers which result in the Fund's
performance being subject to risks associated with the
overall conditions present within the State. The
following information is a general summary of the
State's financial condition and a brief summary of the
prevailing economic conditions. This information is
based on official statements relating to securities
that are believed to be reliable but should not be
considered as a complete description of all relevant
information.
The State has achieved fiscal balance for the last few
years after large deficits in the middle and late
1980's. Growing social service needs, education and
Medicare expenditures have been the areas of largest
growth while prudent program cuts and increases in
revenues through service fees has enabled the state's
budget to remain within balance for the last few
years. While the state still has a large accumulated
deficit as a percentage of its overall budget, the
fiscal performance in recent years has demonstrated a
changed political environment that has resulted in
realistic revenue and expenditure projections to
achieve financially favorable results. The state also
benefits from a high level of per capita income that
is well above the national average and from
significant amounts of international trade.
New York's economy is large and diverse. While several
upstate counties benefit from agriculture,
manufacturing and high technology industries, New York
City nonetheless still dominates the State's economy
through its international importance in economic
sectors such as advertising, finance, and banking. The
State's economy has been slow to recover after the
late 1980's recession that resulted in the loss of
over 400,000 jobs in the New York City metropolitan
area alone. Any major changes to the financial
condition of New York City would ultimately have an
affect on the State.
The overall financial condition of the state can also
be illustrated by changes to its debt ratings.  During
the period in which the state experienced financial
difficulties, its general obligation long-term debt
ratings as determined by Moody's Investors Service,
Inc. and Standard & Poor's Ratings Group decreased
form A1 and A, respectively, to A and A-.
The Fund's concentration in municipal securities
issued by the state and its political subdivisions
provides a greater level of risk than a fund which is
diversified across numerous states and municipal
entities. The ability of the state or its
municipalities to meet their obligations will depend
on the availability of tax and other revenues;
economic, political, and demographic conditions within
the state; and the underlying fiscal condition of the
state, its counties, and its municipalities.
Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or
      purchase any securities on margin but may obtain
      such short-term credits as are necessary for
      clearance of transactions.
   Borrowing Money
      The Fund will not borrow money except as a
      temporary measure for extraordinary or emergency
      purposes and then only in amounts not in excess
      of 5% of the value of its total assets or in an
      amount up to one-third of the value of its total
      assets, including the amount borrowed, in order
      to meet redemption requests without immediately
      selling portfolio instruments.  This borrowing
      provision is not for investment leverage but
      solely to facilitate management of the portfolio
      by enabling the Fund to meet redemption requests
      when the liquidation of portfolio instruments
      would be inconvenient or disadvantageous.
      Interest paid on borrowed funds will serve to
      reduce the Fund's income. The Fund will
      liquidate any such borrowings as soon as
      possible and may not purchase any portfolio
      instruments while any borrowings are
      outstanding.
   Pledging Assets
      The Fund will not mortgage, pledge, or
      hypothecate any assets except as necessary to
      secure permitted borrowings.  In those cases, it
      may pledge assets having a market value not
      exceeding 10% of the value of total assets at
      the time of the pledge.
   Investing in Real Estate
      The Fund will not purchase or sell real estate,
      although it may invest in New York municipal
      securities secured by real estate or interests
      in real estate.
   Investing in Commodities and Minerals
      The Fund  will not purchase or sell commodities,
      commodity contracts, or oil, gas, or other
      mineral exploration or development programs.
   Underwriting
      The Fund will not underwrite any issue of
      securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in
      connection with the sale of securities in
      accordance with its investment objective,
      policies, and limitations.
   Making Loans
      The Fund will not make loans except that it may
      acquire publicly or non-publicly issued New York
      municipal securities, in accordance with its
      investment objective, policies, and limitations.
   Acquiring Securities
      The Fund will not acquire the voting securities
      of any issuer, except as part of a merger,
      consolidation, reorganization, or acquisition of
      assets.
   Investing in Securities of Other Investment
   Companies
      The Fund will not invest in securities issued by
      any other investment company or investment
      trust.
   Investments in Any One Issuer
      With respect to securities comprising 75% of its
      assets, the Fund will not invest more than 10%
      of its total assets in the securities of any one
      issuer.
      Under this limitation, each governmental
      subdivision, including states, territories,
      possessions of the United States, or their
      political subdivisions, agencies, authorities,
      instrumentalitites, or similar entities, will be
      considered a separate issuer if its assets and
      revenues are separate from those of the
      government body creating it and the security is
      backed only by its own assets and revenues.
      Industrial development bonds backed only by the
      assets and revenues of a non-governmental issuer
      are considered to be issued solely by that
      issuer.  If in the case of an industrial
      development bond or government issued security,
      a governmental or other entity guarantees the
      security, such guarantee would be considered a
      separate security issued by the guarantor, as
      well as the other issuer, subject to limited
      exclusions allowed by the Investment Company Act
      of 1940.
   Investing in New Issuers
      The Fund will not invest more than 5% of the
      value of its total assets in securities of
      issuers (or in the alternative, guarantors,
      where applicable) which have records of less
      than three years of continuous operations,
      including the operation of any predecessor.
   Investing in Issuers Whose Securities Are Owned by
   Officers  and Trustees of the Trust
      The Fund will not purchase or retain the
      securities of any issuer if the Officers and
      Trustees of the Trust or its investment adviser,
      owning individually more than .50 of 1% of the
      issuer's securities, together own more than 5%
      of the issuer's securities.
   Investing in Options
      The Fund will not invest in puts, calls,
      straddles, spreads, or any combination of them,
      except that the Fund may purchase municipal
      securities accompanied by agreements of sellers
      to repurchase them at the Fund's option.
   Investing in Illiquid Securities
      The Fund will not invest more than 10% of its
      total assets in illiquid securities, including
      repurchase agreements maturing in more than
      seven days.
   Issuing Senior Securities
      The Fund will not issue senior securities,
      except as permitted by the investment objective
      and policies and investment limitations of the
      Fund.
The above limitations cannot be changed without
shareholder approval.
For purposes of the above limitations, the Fund
considers instruments issued by a U.S. branch of a
domestic bank or savings and loan having capital,
surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash
items." Except with respect to borrowing money, if a
percentage limitation is adhered to at the time of
investment, a later increase or decrease in percentage
resulting from any change in value or net assets will
not result in a violation of such limitation.
The Fund did not borrow money or pledge securities in
excess of 5% of the value of its net assets during the
last fiscal year and has no present intent to do so
during the coming fiscal year.
Brokerage Transactions
When selecting brokers and dealers to handle the
purchase and sale of portfolio instruments, the
adviser looks for prompt execution of the order at a
favorable price.  In working with dealers, the adviser
will generally use those who are recognized dealers in
specific portfolio instruments, except when a better
price and execution of the order can be obtained
elsewhere.  The adviser makes decisions on portfolio
transactions and selects brokers and dealers subject
to guidelines established by the Board of Trustees.
The adviser may select brokers and dealers who offer
brokerage and research services.  These services may
be furnished directly to the Fund or to the adviser
and may include:  advice as to the advisability of
investing in securities; security analysis and
reports; economic studies; industry studies; receipt
of quotations for portfolio evaluations; and similar
services.  Research services provided by brokers and
dealers may be used by the adviser or its affiliates
in advising the Trust and other accounts.  To the
extent that receipt of these services may supplant
services for which the adviser or its affiliates might
otherwise have paid, it would tend to reduce their
expenses.  The adviser and its affiliates exercise
reasonable business judgment in selecting brokers who
offer brokerage and research services to execute
securities transactions.  They determine in good faith
that commissions charged by such persons are
reasonable in relationship to the value of the
brokerage and research services provided.  During the
fiscal years ended October 31, 1994, 1993, and 1992,
the Trust paid no brokerage commissions.
Although investment decisions for the Fund are made
independently from those of the other accounts managed
by the adviser, investments of the type the Fund may
make may also be made by those other accounts.  When
the Fund and one or more other accounts managed by the
adviser are prepared to invest in, or desire to
dispose of, the same security, available investments
or opportunities for sales will be allocated in a
manner believed by the adviser to be equitable to
each.  In some cases, this procedure may adversely
affect the price paid or received by the Fund or the
size of the position obtained or disposed of by the
Fund.  In other cases, however, it is believed that
coordination and the ability to participate in volume
transactions will be to the benefit of the Fund.
Federated Municipal Trust Management
Officers and Trustees are listed with their
addresses, present positions with Federated Municipal
Trust, and principal occupations.
John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
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 Center
Pittsburgh, PA  15219

Trustee

Director, Oberg Manufacturing Co.; Chairman of
the Board, Children's Hospital of Pittsburgh;
Director, Trustee or Managing General Partner of
the Funds; formerly, Senior Partner, Ernst &
Young LLP.

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
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
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
Trustee
Attorney-at-law; Director, The Emerging Germany Fund,
Inc.; Director, Trustee, or Managing General Partner
of the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.

Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
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.@
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and
Flaherty; Director, Eat'N Park Restaurants, Inc., and
Statewide Settlement Agency, Inc.; Director, Trustee,
or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.

Glen R. Johnson*
Federated Investors Tower
Pittsburgh, PA
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
225 Franklin Street
Boston, MA
Trustee
Consultant; State Representative, Commonwealth of
Massachusetts; Director, Trustee, or Managing General
Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston
Corporation and Trustee, Lahey Clinic Foundation, Inc.

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

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
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
Trustee
Public relations/marketing consultant;  Director,
Trustee, or Managing General Partner of the Funds.

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
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
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
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
Vice President and Secretary
Vice President, Secretary, General Counsel, and
Trustee, Federated Investors; Vice President,
Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Vice President and
Secretary, Federated Research Corp. and Passport
Research, Ltd.; Trustee, Federated Services Company;
Executive Vice President, Secretary, and Trustee,
Federated Administrative Services; Secretary and
Trustee, Federated Shareholder Services; Executive
Vice President and Director, Federated Securities
Corp.; Vice President and Secretary of the Funds.

     * This Trustee is deemed to be an "interested
        person" as defined in the Investment Company
        Act of 1940, as amended.
     @ Member of the Executive Committee.  The
        Executive Committee of the Board of Trustees
        handles the responsibilities of the Board of
        Trustees between meetings of the Board.
     
The Funds
As referred to in the list of Trustees and Officers,
"Funds" includes the following investment companies:
American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust;
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 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; The Medalist Funds: Money
Market Management, Inc.; Money Market Obligations
Trust; Money Market Trust; Municipal Securities Income
Trust; 111 Corcoran Funds; Peachtree Funds; The
Planters Funds; Portage Funds; RIMCO Monument Funds;
The Shawmut Funds; Short-Term Municipal Trust; Star
Funds; The Starburst Funds; The Starburst Funds II;
Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For
Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury
Obligations; World Investment Series, Inc.
Share Ownership
Officers and Trustees own less than 1% of the Trust's
outstanding shares.
As of January 10, 1995, the following shareholder(s)
of record owned 5% or more of the outstanding
Institutional Service Shares of New York Municipal
Cash Trust: Fiduciary Trust Company International, New
York, New York, owned approximately 51,028,500 shares
(19.05%); Fleet Securities Corp., Rochester, New York,
owned approximately 49,554,545 shares (18.50%); Key
Trust Company, Cleveland, Ohio, owned approximately
20,011,352 shares (7.47%); The bank of New York, New
York, New York, owned approximately 48,625,378 shares
(18.15%).
As of January 10, 1995, the following shareholder(s)
of record owned 5% or more of the outstanding Cash II
Shares of New York Municipal Cash Trust: Charles
Schwab & Co., San Francisco, California, owned
approximately 148,756,068 shares (93.34%).
Trustees Compensation

                      AGGREGATE            TOTAL COMPENSATION PAID
NAME ,              COMPENSATION               TO TRUSTEES FROM
POSITION WITH            FROM                       TRUST
TRUST                   TRUST#                AND 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


#The aggregate compensation is provided for the Trust
which is comprised of 13 portfolios.
Trustee Liability
The Declaration of Trust provides that the Trustees
will not be liable for errors of judgment or mistakes
of fact or law.  However, they are not protected
against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties
involved in the conduct of their office.
Investment Advisory Services
Investment Adviser
The Fund's investment adviser is Federated Management.
It is a subsidiary of Federated Investors.  All the
voting securities of Federated Investors are owned by
a trust, the trustees of which are John F. Donahue,
his wife and his son, J. Christopher Donahue.
The adviser shall not be liable to Trust, the Fund, or
any shareholder of the Fund for any losses that may be
sustained in the purchase, holding, or sale of any
security or for anything done or omitted by it, except
acts or omissions involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the
duties imposed upon it by its contract with the Trust.
Advisory Fees
For its advisory services, Federated Management
receives an annual investment advisory fee as
described in the prospectus.
For the fiscal years ended October 31, 1994, 1993, and
1992, the adviser earned $1,383,576, $1,065,970, and
$839,082, respectively, of which $364,783, $460,455,
and $413,760, respectively, was voluntarily waived.
   State Expense Limitations
      The adviser has undertaken to comply with the
      expense limitations established by certain
      states for investment companies whose shares are
      registered for sale in those states.  If the
      Fund's normal operating expenses (including the
      investment advisory fee, but not including
      brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2-1/2% per year
      of the first $30 million of average net assets,
      2% per year of the next $70 million of average
      net assets, and 1-1/2% per year of the remaining
      average net assets, the adviser will reimburse
      the Fund for its expenses over the limitation.
      If the Fund's monthly projected operating
      expenses exceed this limitation, the investment
      advisory fee paid will be reduced by the amount
      of the excess, subject to an annual adjustment.
      If the expense limitation is exceeded, the
      amount to be reimbursed by the adviser will be
      limited, in any single fiscal year, by the
      amount of the investment advisory fees.
      This arrangement is not part of the advisory
      contract and may be amended or rescinded in the
      future.
Fund Administration
Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel
and services to the Fund for a fee as described in the
prospectus.  Prior to March 1, 1994, Federated
Administrative Services, Inc., also a subsidiary of
Federated Investors, served as the Fund's
Administrator.  (For purposes of this Statement of
Additional Information, Federated Administrative
Services and Federated Administrative Services, Inc.
may hereinafter collectively be referred to as the
"Administrators".)  For the fiscal years ended October
31, 1994, 1993, and 1992, the Administrators earned
$292,612, $329,428, and $280,632, respectively.  Dr.
Henry J. Gailliot, an officer of Federated Management,
the adviser to the Fund, holds approximately 20% of
the outstanding  common stock and serves as a director
of Commercial Data Services, Inc., a company which
provides computer processing services to Federated
Administrative Services.
Custodian and Portfolio Recordkeeper.   State Street
Bank and Trust Company, Boston, MA is custodian for
the securities and cash of the Fund.  It 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.
Distribution and Shareholder Services Plans
With respect to Cash II Shares and Institutional
Service Shares, the Fund has adopted a Distribution
Plan pursuant to Rule 12b-1 which was promulgated by
the Securities and Exchange Commission pursuant to the
Investment Company Act of 1940.  Additionally, the
Fund has adopted a Shareholder Service Plan with
respect to both Cash II Shares and Institutional
Service Shares.
These arrangements permit the payment of fees to
financial institutions to stimulate distribution
activities and services to shareholders provided by a
representative who has knowledge of the shareholder's
particular circumstances and goals.  These activities
and services may include, but are not limited to,
marketing efforts; providing office space, equipment,
telephone facilities, and various clerical,
supervisory, computer, and other personnel as
necessary or beneficial to establish and maintain
shareholder accounts and records; processing purchase
and redemption transactions and automatic investments
of client account cash balances; answering routine
client inquiries; and assisting clients in changing
dividend options, account designations, and addresses.
By adopting the Distribution Plan, the Board of
Trustees expects that the Fund will be able to achieve
a more predictable flow of cash for investment
purposes and to meet redemptions.  This will
facilitate more efficient portfolio management and
assist the Fund in pursuing its investment objectives.
By identifying potential investors whose needs are
served by the Fund's objectives, and properly
servicing these accounts, it may be possible to curb
sharp fluctuations in rates of redemptions and sales.
Other benefits, which may be realized under either
arrangement, may include: (1) providing personal
services to shareholders; (2) investing shareholder
assets with a minimum of delay and administrative
detail; (3) enhancing shareholder recordkeeping
systems; and (4) responding promptly to shareholders'
requests and inquiries concerning their accounts.
For the fiscal period ending October 31, 1994,
payments in the amount of $255,897 and $148,378,
respectively,  were made pursuant to the Distribution
Plan, on behalf of Cash II Shares and Institutional
Service Shares, respectively, of which $105,575 and
$47,624 , respectively, was waived. In addition, for
this period, payments in the amount of $105,575 and
$47,966, respectively, were made pursuant to the
Shareholder Services Plan on behalf of Cash II Shares
and Institutional Shares, respectively.
Determining Net Asset Value
The Trustees have decided that the best method for
determining the value of portfolio instruments is
amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as
adjusted for amortization of premium or accumulation
of discount rather than at current market value.
Accordingly, neither the amount of daily income nor
the net asset value is affected by any unrealized
appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated
daily yield on shares of the Fund computed by dividing
the annualized daily income on the Fund's portfolio by
the net asset value computed as above may tend to be
higher than a similar computation made by using a
method of valuation based upon market prices and
estimates. In periods of rising interest rates, the
opposite may be true.
The Fund's use of the amortized cost method of valuing
portfolio instruments depends on its compliance with
certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission
under the Investment Company Act of 1940. Under the
Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value
per share, as computed for purposes of distribution
and redemption, at $1.00 per share, taking into
account current market conditions and the Fund's
investment objective. The procedures include
monitoring the relationship between the amortized cost
value per share and the net asset value per share
based upon available indications of market value. The
Trustees will decide what, if any, steps should be
taken if there is a difference of more than 0.5 of 1%
between the two values. The Trustees will take any
steps they consider appropriate (such as redemption in
kind or shortening the average portfolio maturity) to
minimize any material dilution or other unfair results
arising from differences between the two methods of
determining net asset value.
Redemption in Kind
The Fund is obligated to redeem shares solely in cash
up to $250,000 or 1% of the Fund's net asset value,
whichever is less, for any one shareholder within a 90-
day period.  Any redemption beyond this amount will
also be in cash unless the Trustees determine that
further payments should be in kind.  In such cases,
the Fund will pay all or a portion of the remainder of
the redemption in portfolio instruments valued in the
same way as the Fund determines net asset value. The
portfolio instruments will be selected in a manner
that the Trustees deem fair and equitable.  Redemption
in kind is not as liquid as a cash redemption.  If
redemption is made in kind, shareholders who sell
these securities could receive less than the
redemption value and could incur certain transaction
costs.
The Fund's Tax Status
To qualify for the special tax treatment afforded to
regulated investment companies, the Fund must, among
other  requirements:  derive at least 90% of its gross
income from dividends, interest, and gains from the
sale of securities; derive less than 30% of its gross
income from the sale of securities held less than
three months; invest in securities within certain
statutory limits; and distribute to its shareholders
at least 90% of its net income earned during the year.
Performance Information
Performance depends upon such variables as: portfolio
quality; average portfolio maturity; type of
instruments in which the portfolio is invested;
changes in interest rates; changes in expenses; and
the relative amount of cash flow. To the extent that
financial institutions and broker/dealers charge fees
in connection with services provided in conjunction
with an investment in shares of the Fund, the
performance will be reduced for those shareholders
paying those fees.
Yield
The Fund calculates its yield based upon the seven
days ending on the day of the calculation, called the
"base period." This yield is computed by: determining
the net change in the value of a hypothetical account
with a balance of one share at the beginning of the
base period, with the net change excluding capital
changes but including the value of any additional
shares purchased with dividends earned from the
original one share and all dividends declared on the
original and any purchased shares; dividing the net
change in the account's value by the value of the
account at the beginning of the base period to
determine the base period return; and multiplying the
base period return by 365/7.
For the seven-day period ended October 31, 1994, the
yields for Institutional Service Shares and Cash II
Shares were 3.04%, and 2.85%, respectively.
Effective Yield
The Fund calculates its effective yield by compounding
the unannualized base period return by: adding 1 to
the base period return; raising the sum to the 365/7th
power; and subtracting 1 from the result.
For the seven-day period ended October 31, 1994, the
effective yields for Institutional Service Shares and
Cash II Shares were 3.08% and 2.89%, respectively.
Tax-Equivalent Yield
The tax-equivalent yield of the Fund is calculated
similarly to the yield but is adjusted to reflect the
taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a 39.6% tax rate (the
maximum effective federal rate for individuals) and
assuming that income is 100% exempt.
For the seven-day period ended October 31, 1994, the
tax-equivalent yields for Institutional Service Shares
and Cash II Shares were 5.03% and 4.72%, respectively.
Tax-Equivalency Table
A tax-equivalency table may be used in advertising and
sales literature. The interest earned by the municipal
securities in the Fund's portfolio generally remains
free from federal regular income tax,* and is often
free from state and local taxes as well.  As the table
below indicates, a "tax-free" investment can be an
attractive choice for investors, particularly in times
of narrow spreads between tax-free and taxable yields.

     
     TAXABLE YIELD EQUIVALENT FOR 1995
     
                                       STATE OF NEW YORK
     
     TAX BRACKET:
     Combined Federal
     and State: 22.875%    35.875%     38.875%      43.875%       47.475%
     Joint Return$1-39,000$39,001-94,250$94,251-
     143,600$143,601-256,500OVER $256,500
     Single Return$1-23,350$23,351-56,550$56,551-
     117,950$117,951-256,500OVER $256,500
     Tax-Exempt Yield                 Taxable Yield
     Equivalent
      1.50%      1.94%      2.34%       2.45%        2.67%         2.86%
      2.00       2.59       3.12        3.27         3.56          3.81
      2.50       3.24       3.90        4.09         4.45          4.76
      3.00       3.89       4.68        4.91         5.35          5.71
      3.50       5.54       5.46        5.73         6.24          6.66
      4.00       5.19       6.24        6.54         7.13          7.62
      4.50       5.83       7.02        7.36         8.02          8.57
      5.00       6.48       7.80        8.18         8.91          9.52
      5.50       7.13       8.58        9.00         9.80         10.47
      6.00       7.78       9.36        9.82        10.69         11.42
     
     Note:  The maximum marginal tax rate for each
     bracket was used in calculating the taxable
     yield equivalent. Furthermore, additional state
     and local taxes paid on comparable taxable
     investments were not used to increase federal
     deductions. If you itemize deductions, your
     taxable yield equivalent will be lower.
     The chart above is for illustrative purposes
     only.  It is not an indicator of past or future
     performance of Fund shares.
     *Some portion of the Fund's income may be
     subject to the federal alternative minimum tax
     and state and local income taxes.
Total Return
Average annual total return is the average compounded
rate of return for a given period that would equate a
$1,000 initial investment to the ending redeemable
value of that investment.  The ending redeemable value
is compounded by multiplying the number of shares
owned at the end of the period by the net asset value
per share at the end of the period.  The number of
shares owned at the end of the period is based on the
number of shares purchased at the beginning of the
period with $1,000, adjusted over the period by any
additional shares, assuming the monthly reinvestment
of all dividends and distributions.
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.
8120103B SAI (2/95)


MARYLAND MUNICIPAL CASH TRUST

(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)

PROSPECTUS

The shares of Maryland Municipal Cash Trust (the "Fund") offered by this
prospectus represent interests in a non-diversified portfolio of Federated
Municipal Trust (the "Trust"), an open-end management investment company (a
mutual fund). The Fund invests in short-term Maryland municipal securities to
achieve current income exempt from federal regular income tax and the personal
income taxes imposed by the State of Maryland and Maryland municipalities
consistent with stability of principal and liquidity.

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 February 28,
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 February 28, 1995

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

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

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

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
  Maryland Municipal Securities                                                6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7
  Regulatory Compliance                                                        7

TRUST INFORMATION                                                              7
- ------------------------------------------------------

  Management of the Trust                                                      7
  Distribution of Shares                                                       8
  Administration of the Fund                                                   9
  Expenses of the Fund                                                         9

NET ASSET VALUE                                                               10
- ------------------------------------------------------

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

  Special Purchase Features                                                   11

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

  Special Redemption Features                                                 12

ACCOUNT INFORMATION                                                           13
- ------------------------------------------------------

  Dividends                                                                   13
  Capital Gains                                                               13
  Certificates and Confirmations                                              13
  Accounts With Low Balances                                                  13

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

  Voting Rights                                                               13
  Massachusetts Partnership Law                                               14

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  State and Local Taxes                                                       15

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

ADDRESSES                                                                     16
- ------------------------------------------------------


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

<TABLE>
<S>                                                                             <C>      <C>
                               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 average net assets)
Management Fee (after waiver) (1).....................................................    0.00%
12b-1 Fee.............................................................................     None
Total Other Expenses (after expense reimbursement)....................................    0.65%
  Shareholder Services Fee...................................................    0.25%
     Total Fund Operating Expenses (2)................................................    0.65%
</TABLE>

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

(2) The Total Fund Operating Expenses in the table above are based on expenses
expected during the fiscal year ending October 31, 1995. The Total Fund
Operating Expenses were 0.46% for the fiscal year ended October 31, 1994 and
were 0.99% absent the voluntary waiver of the management fee and the voluntary
reimbursement of certain other operating expenses.

     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Fund will bear, either
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "How to Purchase Shares" and "Trust Information." Wire-transferred
redemptions of less than $5,000 may be subject to additional fees.

<TABLE>
<CAPTION>
                                  EXAMPLE                                   1 year  3 years
- --------------------------------------------------------------------------------------------
<S>                                                                        <C>     <C>
You would pay the following expenses on a $1,000 investment assuming,
(1) 5% annual return and (2) redemption at the end of each time period..... $ 7    $ 21
</TABLE>

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


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

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for the period presented, is included in the Annual Report,
which is incorporated by reference. This table should be read in conjunction
with the Fund's financial statements and notes thereto, which may be obtained
free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                           YEAR ENDED
                                                                        OCTOBER 31, 1994*
                                                                       -------------------
<S>                                                                    <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                          $1.00
- --------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------
  Net investment income                                                        0.01
- --------------------------------------------------------------------          -----
LESS DISTRIBUTIONS
- --------------------------------------------------------------------
  Dividends to shareholders from net investment income                        (0.01)
- --------------------------------------------------------------------          -----
NET ASSET VALUE, END OF PERIOD                                                $1.00
- --------------------------------------------------------------------          -----

TOTAL RETURN**                                                                 1.30%
- --------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------
  Expenses                                                                     0.46%(b)
- --------------------------------------------------------------------
  Net investment income                                                        2.68%(b)
- --------------------------------------------------------------------
  Expense waiver/reimbursement (a)                                             0.53%(b)
- --------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                   $56,275
- --------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from May 9, 1994 (date of initial public
   investment) to October 31, 1994. For the period from April 25, 1994 (start of
   business) to May 9, 1994, the Fund had no investment activity.

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

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

(b) Computed on an annualized basis.


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 Maryland municipal securities. The Fund may not be a suitable
investment for retirement plans or for non-Maryland taxpayers because it invests
in municipal securities of Maryland. A minimum initial investment of $10,000
over a 90-day period is required.

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

INVESTMENT OBJECTIVE

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

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

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
Maryland municipal securities (as defined below) maturing in 13 months or less.
As a matter of investment policy, which cannot be changed without shareholder
approval, at least 80% of the Fund's annual interest income will be exempt from
federal regular income tax and Maryland state and local income tax. (Federal
regular income tax does not include the federal individual alternative minimum
tax or the federal alternative minimum tax for corporations.) The average
maturity of the securities in the Fund's portfolio, computed on a
dollar-weighted basis, will be 90 days or less. Unless indicated otherwise, the
investment policies may be changed by the Trustees without shareholder approval.
Shareholders will be notified before any material change in these policies
becomes effective.

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

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


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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in Maryland
     municipal securities from financial institutions such as commercial and
     investment banks, savings 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 Maryland municipal
     securities.

     MUNICIPAL LEASES.  Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities. They may take the form of a lease, an installment purchase
     contract, a conditional sales contract, or a participation interest in any
     of the above.

RATINGS.  The Maryland municipal 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 Maryland
municipal securities is subject to the federal alternative minimum tax.

MARYLAND MUNICIPAL SECURITIES

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

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

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

INVESTMENT RISKS

Yields on Maryland municipal securities depend on a variety of factors,
including: the general conditions of the short-term municipal note market and of
the municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of the Fund to achieve
its investment objective also depends on the continuing ability of the issuers
of Maryland municipal securities and participation interests, or the credit
enhancers of either, to meet their obligations for the payment of interest and
principal when due. In addition, from time to time, the supply of Maryland
municipal securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Maryland municipal securities which are repayable out of
revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in these
Maryland municipal securities could involve an increased risk to the Fund should
any of these related projects or facilities experience financial difficulties.

Obligations of issuers of Maryland municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or


referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.

NON-DIVERSIFICATION

The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

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

INVESTMENT LIMITATIONS

The Fund will not borrow money or pledge securities except, under certain
circumstances, the Fund may borrow up to one-third of the value of its total
assets and pledge assets to secure such borrowings. This investment limitation
cannot be changed without shareholder approval.

REGULATORY COMPLIANCE

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

TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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


INVESTMENT ADVISER.  Investment decisions for the Fund are made by Federated
Management, the Fund's investment adviser, subject to direction by the Trustees.
The adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase and sale of portfolio instruments.

     ADVISORY FEES.  The adviser receives an annual investment advisory fee
     equal to .50 of 1% of the Fund's average daily net assets. The adviser has
     undertaken to reimburse the Fund up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     The adviser also may voluntarily choose to waive a portion of its fee or
     reimburse other expenses of the Fund, but reserves the right to terminate
     such waiver or reimbursement at any time at its sole discretion.

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

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

DISTRIBUTION OF SHARES

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

SHAREHOLDER SERVICES PLAN.  The Fund has adopted a Shareholder Services Plan
(the "Services Plan") under which it will pay Federated Shareholder Services, an
affiliate of Federated Investors, an amount not exceeding .25 of 1% of the
average daily net asset value of the Fund to provide personal services and/or
maintenance of shareholder accounts to the Fund and its shareholders. From time
to time and for such periods as deemed appropriate, the amount stated above may
be reduced voluntarily.

Federated Shareholder Services may elect to pay financial institutions fees
based upon shares owned by their clients or customers for services provided to
those clients or customers. The schedules of such fees and the basis upon which
such fees will be paid will be determined from time to time by Federated
Shareholder Services.

SHAREHOLDER SERVICING ARRANGEMENTS.  The distributor may pay financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide certain


services to shareholders. These services may include, but are not limited to,
distributing prospectuses and other information, providing accounting
assistance, and communicating or facilitating purchases and redemptions of
shares. Any fees paid for these services by the distributor will be reimbursed
by the adviser and not the Fund.

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

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

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:

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

</TABLE>

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. 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.

INDEPENDENT PUBLIC ACCOUNTANTS.  The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.

EXPENSES OF THE FUND

Holders of shares pay their allocable portion of Fund and Trust expenses.

The Trust expenses for which holders of shares pay their allocable portion
include, but are not limited to: the cost of organizing the Trust and continuing
its existence; registering the Trust with federal and



state securities authorities; Trustees' fees; auditors' fees; the cost of
meetings of Trustees; legal fees of the Trust; association membership dues; and
such non-recurring and extraordinary items as may arise.

The Fund expenses for which holders of shares pay their allocable portion
include, but are not limited to: registering the Fund and shares of the Fund;
investment advisory services; taxes and commissions; custodian fees; insurance
premiums; auditors' fees; and such non-recurring and extraordinary items as may
arise.

At present, no expenses are allocated to the shares as a class. However the
Board of Trustees reserves the right to allocate certain expenses to holders of
shares as it deems appropriate ("Class Expenses"). In any case, Class Expenses
would be limited to: transfer agent fees as identified by the transfer agent as
attributable to holders of shares; printing and postage expenses related to
preparing and distributing materials such as shareholder reports, prospectuses
and proxies to current shareholders; registration fees paid to the Securities
and Exchange Commission and registration fees paid to state securities
commissions; expenses related to administrative personnel and services as
required to support holders of shares; legal fees relating solely to shares; and
Trustees' fees incurred as a result of issues relating solely to shares.

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

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: Maryland Municipal Cash Trust;
Fund Number (this number can be found on the account statement or by contacting
the Fund); Group Number or Order Number; Nominee or Institution Name; and ABA
Number 011000028. Shares cannot be purchased by wire on holidays when wire
transfers are restricted.

PURCHASING SHARES BY CHECK.  Shares may be purchased by sending a check made
payable to Maryland Municipal Cash Trust to: Federated Services Company, c/o
State Street Bank and Trust Company, P.O. Box 8604, Boston, MA 02266-8604.
Orders by mail are considered received when payment by check is converted into
federal funds (normally the business day after the check is received) and shares
begin earning dividends the next day.

SPECIAL PURCHASE FEATURES

SYSTEMATIC INVESTMENT PROGRAM.  A minimum of $100 can be automatically withdrawn
periodically from the shareholder's checking account at 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 a 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, c/o State Street Bank and Trust Company, P.O. Box
8604, Boston, MA 02266-8604. The written request should state: Maryland
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 firm of a
domestic stock exchange; or any other "eligible guarantor institution," as
defined in the Securities Exchange Act of 1934. The Fund does not accept
signatures guaranteed by a notary public.

SPECIAL REDEMPTION FEATURES

CHECK WRITING.  Upon request, a checking account will be established to allow
shareholders to redeem their fund shares. 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 (except accounts maintained by
retirement plans) 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
Maryland. Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.

MARYLAND TAXES.  Under existing Maryland laws, distributions made by the Fund
will not be subject to Maryland state or local income taxes to the extent that
such distributions qualify as exempt-interest dividends under the Internal
Revenue Code, and represent (i) interest on tax-exempt obligations of Maryland
or its political subdivisions or authorities; (ii) interest on obligations of
the United States or an authority, commission, instrumentality, possession or
territory of the United States; or (iii) gain realized by the Fund from the sale
or exchange of bonds issued by Maryland, a political subdivision of Maryland, or
the United States government (excluding obligations issued by the District of
Columbia, a territory or possession of the United States, or a department,
agency, instrumentality, or political subdivision of the District, territory or
possession). Conversely, to the extent that distributions made by the Fund are
derived from other types of obligations, such distributions will be subject to
Maryland income taxes.

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

From time to time the Fund advertises its 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, the Fund may advertise its performance using certain
financial publications and/or compare its performance to certain indices.


ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>             <C>                                       <C>
Maryland Municipal Cash Trust
                                                          Federated Investors Tower
                                                          Pittsburgh, PA 15222-3779
- ----------------------------------------------------------------------------------------------

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

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

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

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
- ----------------------------------------------------------------------------------------------
</TABLE>


                                      MARYLAND MUNICIPAL
                                      CASH TRUST
                                      PROSPECTUS

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

                                      Prospectus dated February 28, 1995


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

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER
      PITTSBURGH, PA 15222-3779

      314229774
      G00105-01-A (2/95)




Maryland Municipal Cash Trust

(A Portfolio of Federated Municipal Trust)
Statement of Additional Information










    This Statement of Additional Information should
    be read with the prospectus of Maryland
    Municipal Cash Trust (the "Fund") dated February
    28, 1995. This Statement is not a prospectus. To
    receive a copy of a prospectus, write or call
    the Fund.
    
    FEDERATED INVESTORS TOWER
    PITTSBURGH, PENNSYLVANIA 15222-3779
    
    Statement dated February 28, 1995
   
Federated
Securitie
s Corp.
Distr
ibuto
r
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
Maryland Investment
Risks                                   2
Investment Limitations                  2
Brokerage Transactions                  4
Federated Municipal
Trust Management                        5
 The Funds                             8
 Share Ownership                       9
 Trustees Compensation                10
 Trustee Liability                    10
Investment Advisory
Services                               11
 Investment Adviser                   11
 Advisory Fees                        11
Shareholder Services
Plan                                   12
Determining Net Asset
Value                                  12
 Redemption in Kind                   12
 The Fund's Tax Status                12
Performance Information                13
 Yield                                13
 Effective Yield                      13
 Tax-Equivalent Yield                 13
 Tax-Equivalency Tables               13
 Total Return                         15
 Performance
   Comparisons                         16
Investment Policies
Unless indicated otherwise, the policies described
below may be changed by the Trustees without
shareholder approval. Shareholders will be notified
before any material change in these policies becomes
effective.
Acceptable Investments
When determining whether a security presents minimal
credit risks, the investment adviser will consider the
creditworthiness of: the issuer of the security, the
issuer of any demand feature applicable to the
security, or any guarantor of either the security or
any demand feature.
Participation Interests
The financial institutions from which the Fund
purchases participation interests frequently provide
or secure from another financial institution
irrevocable letters of credit or guarantees and give
the Fund the right to demand payment of the principal
amounts of the participation interests plus accrued
interest on short notice (usually within seven days).
The municipal securities subject to the participation
interests are not limited to the Fund's maximum
maturity requirements so long as the participation
interests include the right to demand payment from the
issuers of those interests. By purchasing
participation interests having a seven day demand
feature, the Fund is buying a security meeting the
maturity and quality requirements of the Fund and also
is receiving the tax-free benefits of the underlying
securities.
Municipal Leases
The Fund may purchase municipal securities in the form
of participation interests that represent an undivided
proportional interest in lease payments by a
governmental or nonprofit entity. The lease payments
and other rights under the lease provide for and
secure payments on the certificates. Lease obligations
may be limited by municipal charter or the nature of
the appropriation for the lease. Furthermore, a lease
may provide that the participants cannot accelerate
lease obligations upon default. The participants would
only be able to enforce lease payments as they became
due. In the event of a default or failure of
appropriation, unless the participation interests are
credit enhanced, it is unlikely that the participants
would be able to obtain an acceptable substitute
source of payment.
In determining the liquidity of municipal lease
securities, the investment adviser, under the
authority delegated by the Board of Trustees, will
base its determination on the following factors:
whether the lease can be terminated by the lessee; the
potential recovery, if any, from a sale of the leased
property upon termination of the lease; the lessee's
general credit strength (e.g., its debt,
administrative, economic and financial characteristics
and prospects); the likelihood that the lessee will
discontinue appropriating funding for the leased
property because the property is no longer deemed
essential to its operations (e.g., the potential for
an "event of non-appropriation"); and any credit
enhancement or legal recourse provided upon an event
of non-appropriation or other termination of the
lease.
When-Issued And Delayed Delivery Transactions
These transactions are made to secure what is
considered to be an advantageous price or yield for
the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid
assets of the Fund sufficient to make payment for the
securities to be purchased are segregated on the
Fund's records at the trade date. These assets are
marked to market daily and are maintained until the
transaction has been settled. The Fund does not intend
to engage in when-issued and delayed delivery
transactions to an extent that would cause the
segregation of more than 20% of the total value of its
assets.
Repurchase Agreements
Certain securities in which the Fund invests may be
purchased pursuant to repurchase agreements.
Repurchase agreements are arrangements in which banks,
brokers/dealers, and other recognized financial
institutions sell securities to the Fund and agree at
the time of sale to repurchase them at a mutually
agreed upon time and price. To the extent that the
seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase
price on any sale of such securities. The Fund or its
custodian will take possession of the securities
subject to repurchase agreements, and these securities
will be marked to market daily. In the event that a
defaulting seller filed for bankruptcy or became
insolvent, disposition of such securities by the Fund
might be delayed pending court action. The Fund
believes that under the regular procedures normally in
effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Fund and allow
retention or disposition of such securities. The Fund
will only enter into repurchase agreements with banks
and
other recognized financial institutions, such as
broker/dealers, which are deemed by the Fund's adviser
to be creditworthy pursuant to guidelines established
by the Trustees.
Maryland Investment Risks
The State of Maryland's economy differs from that of
the nation, with a far smaller contribution to jobs
and earnings coming from manufacturing, and a heavier
dependence on government, services (particularly
business, engineering, and management services), and
trade. Much of Maryland's economic structure reflects
its location adjacent to Washington, DC. The State was
little affected by the recession of the early 1980's
with total jobs growing at a pace 23% faster than the
nation's during the entire decade. In the 1990-1991
recession, the state experienced significant job
losses in the construction and retail trade sectors;
however, throughout the recession and during the past
few years, the state's unemployment rate remained
below that of the nation.
State finances are well managed with strong
administrative control exercised by the State Board of
Public Works, which is comprised of the governor, the
treasurer, and the controller. The revenue stream is
diversified, relying on sales and income taxes; state
property tax continues to be levied to provide for a
portion of debt service. The State experienced
moderate financial strain from 1990 through 1992,
requiring successive budgetary adjustments and
remedial action to control operating deficits. The
fiscal 1994 budget relied on conservative revenue
estimates and economic growth, which enabled the State
to report an operating surplus for the second
consecutive year.
Maryland has been among the most heavily indebted of
the states, although its position is more moderate
given the borrowing associated with the State's
assumption of local school construction costs. Closely
following the annual recommendation of its capital
debt affordability committee, the State has restrained
borrowing in recent years, yielding a more modest
relative debt position.
The Fund's concentration in securities issued by the
State and its political subdivisions provides a
greater level of risk than a fund which is diversified
across numerous states and municipal entities. The
ability of the State or its municipalities to meet
their obligations will depend on the availability of
tax and other revenues; economic, political, and
demographic conditions within the State; and the
underlying fiscal condition of the State and it
municipalities.
Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or
      purchase any securities on margin but may obtain
      such short-term credits as may be necessary for
      clearance of transactions.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities except
      that the Fund may borrow money directly or
      through reverse repurchase agreements in amounts
      up to one-third of the value of its net assets,
      including the amounts borrowed.
      The Fund will not borrow money or engage in
      reverse repurchase agreements for investment
      leverage, but rather as a temporary,
      extraordinary, or emergency measure or to
      facilitate management of the portfolio by
      enabling the Fund to meet redemption requests
      when the liquidation of portfolio securities is
      deemed to be inconvenient or disadvantageous.
      The Fund will not purchase any securities while
      borrowings in excess of 5% of its total assets
      are outstanding.
   Pledging Assets
      The Fund will not mortgage, pledge, or
      hypothecate any assets except as necessary to
      secure permitted borrowings. In those cases, it
      may pledge assets having a market value not
      exceeding the lesser of the dollar amounts
      borrowed or 15% of the value of its total assets
      at the time of the pledge.
   Lending Cash or Securities
      The Fund will not lend any of its assets, except
      that it may acquire publicly or nonpublicly
      issued Maryland municipal securities or
      temporary investments or enter into repurchase
      agreements in accordance with its investment
      objective, policies, limitations, or Declaration
      of Trust.
   Investing in Commodities
      The Fund will not purchase or sell commodities,
      commodity contracts, or commodity futures
      contracts.
   Investing in Real Estate
      The Fund will not purchase or sell real estate
      or real estate limited partnerships, although it
      may invest in securities of issuers whose
      business involves the purchase or sale of real
      estate or in securities which are secured by
      real estate or interests in real estate.
   Underwriting
      The Fund will not underwrite any issue of
      securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in
      connection with the sale of securities in
      accordance with its investment objective,
      policies, and limitations.
   Concentration of Investments
      The Fund will not purchase securities, if, as a
      result of such purchases, 25% or more of the
      value of its total assets would be invested in
      any one industry or in industrial development
      bonds or other securities, the interest upon
      which is paid from revenues of similar types of
      projects. However, the Fund may invest as
      temporary investments more than 25% of the value
      of its assets in cash or cash items, securities
      issued or guaranteed by the U.S. government, its
      agencies, or instrumentalities, or instruments
      secured by these money market instruments, such
      as repurchase agreements.
The above limitations cannot be changed without
shareholder approval. The following investment
limitations, however, may be changed by the Trustees
without shareholder approval. Shareholders will be
notified before any material change in these
limitations becomes effective.
   Investing in Restricted Securities
      The Fund will not invest more than 10% of its
      total assets in securities subject to
      restrictions on resale under the Securities Act
      of 1933.
   Investing in Illiquid Securities
      The Fund will not invest more than 10% of the
      value of its net assets in illiquid securities.
   Investing in Securities of Other Investment
   Companies
      The Fund will not purchase securities of other
      investment companies, except as part of a
      merger, consolidation, or other acquisition.
   Investing in New Issuers
      The Fund will not invest more than 5% of the
      value of its total assets in securities of
      issuers (including companies responsible for
      paying principal and interest on industrial
      development bonds) which have records of less
      than three years of continuous operations,
      including the operation of any predecessor.
   Investing for Control
      The Fund will not invest in securities of a
      company for the purpose of exercising control or
      management.
   Investing in Issuers Whose Securities Are Owned by
   Officers and Trustees of the Trust
      The Fund will not purchase or retain the
      securities of any issuer if the Officers and
      Trustees of the Trust or its investment adviser,
      owning individually more than .50 of 1% of the
      issuer's securities together own more than 5% of
      the issuer's securities.
   Investing in Options
      The Fund will not invest in puts, calls,
      straddles, spreads, or any combination of them.
   Investing in Minerals
      The Fund will not purchase or sell interests in
      oil, gas, or other mineral exploration or
      development programs or leases, although it may
      purchase the securities of issuers which invest
      in or sponsor such programs.
For purposes of the above limitations, the Fund
considers instruments issued by a U.S. branch of a
domestic bank or savings and loan having capital,
surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash
items." Except with respect to borrowing money, if a
percentage limitation is adhered to at the time of
investment, a later increase or decrease in percentage
resulting from any change in value or net assets will
not result in a violation of such limitation.
The Fund did not borrow money or pledge securities in
excess of 5% of the value of its net assets during the
last fiscal year and has no present intent to do so
during the coming fiscal year.
Brokerage Transactions
When selecting brokers and dealers to handle the
purchase and sale of portfolio instruments, the
adviser looks for prompt execution of the order at a
favorable price. In working with dealers, the adviser
will generally use those who are recognized dealers in
specific portfolio instruments, except when a better
price and execution of the order can be obtained
elsewhere. The adviser makes decisions on portfolio
transactions and selects brokers and dealers subject
to guidelines established by the Board of Trustees.
The adviser may select brokers and dealers who offer
brokerage and research services. These services may be
furnished directly to the Fund or to the adviser and
may include: advice as to the advisability of
investing in securities; security analysis and
reports; economic studies; industry studies; receipt
of quotations for portfolio evaluations; and similar
services. Research services provided by brokers and
dealers may be used by the adviser or its affiliates
in advising the Trust and other accounts. To the
extent that receipt of these services may supplant
services for which the adviser or its affiliates might
otherwise have paid, it would tend to reduce their
expenses. The adviser and its affiliates exercise
reasonable business judgment in selecting brokers who
offer brokerage and research services to execute
securities transactions. They determine in good faith
that commissions charged by such persons are
reasonable in relationship to the value of the
brokerage and research services provided. During the
period from May 9, 1994 (date of initial public
investment) to October 31, 1994, the Fund paid no
brokerage commissions.
Although investment decisions for the Fund are made
independently from those of the other accounts managed
by the adviser, investments of the type the Fund may
make may also be made by those other accounts. When
the Fund and one or more other accounts managed by the
adviser are prepared to invest in, or desire to
dispose of, the same security, available investments
or opportunities for sales will be allocated in a
manner believed by the adviser to be equitable to
each. In some cases, this procedure may adversely
affect the price paid or received by the Fund or the
size of the position obtained or disposed of by the
Fund. In other cases, however, it is believed that
coordination and the ability to participate in volume
transactions will be to the benefit of the Fund.
Federated Municipal Trust Management
Officers and Trustees are listed with their
addresses, present positions with Federated Municipal
Trust, and principal occupations.

John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
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 Center
Pittsburgh, PA 15219

Trustee

Director, Oberg Manufacturing Co.; Chairman of
the Board, Children's Hospital of Pittsburgh;
Director, Trustee or Managing General Partner of
the Funds; formerly, Senior Partner, Ernst &
Young LLP.

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
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
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
Trustee
Attorney-at-law; Director, The Emerging Germany Fund,
Inc.; Director, Trustee, or Managing General Partner
of the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.

Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
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.@
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and
Flaherty; Director, Eat'N Park Restaurants, Inc., and
Statewide Settlement Agency, Inc.; Director, Trustee,
or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.

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

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


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
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
Trustee
Public relations/marketing consultant; Director,
Trustee, or Managing General Partner of the Funds.

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

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
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
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
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
Vice President and Secretary
Vice President, Secretary, General Counsel, and
Trustee, Federated Investors; Vice President,
Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Vice President and
Secretary, Federated Research Corp. and Passport
Research, Ltd.; Trustee, Federated Services Company;
Executive Vice President, Secretary, and Trustee,
Federated Administrative Services; Secretary and
Trustee, Federated Shareholder Services; Executive
Vice President and Director, Federated Securities
Corp.; Vice President and Secretary of the Funds.

     * This Trustee is deemed to be an "interested
        person" as defined in the Investment Company
        Act of 1940, as amended.
     @ Member of the Executive Committee. The
        Executive Committee of the Board of Trustees
        handles the responsibilities of the Board of
        Trustees between meetings of the Board.
The Funds
As referred to in the list of Trustees and Officers,
"Funds" includes the following investment companies:
American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust;
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 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; The Medalist Funds; Money
Market Management, Inc.; Money Market Obligations
Trust; Money Market Trust; Municipal Securities Income
Trust; 111 Corcoran Funds; Peachtree Funds; The
Planters Funds; Portage Funds; RIMCO Monument Funds;
The Shawmut Funds; Short-Term Municipal Trust; Star
Funds; The Starburst Funds; The Starburst Funds II;
Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For
Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury
Obligations; World Investment Series, Inc.
Share Ownership
Officers and Trustees own less than 1% of the Trust's
outstanding shares.
As of January 10, 1995, the following shareholder(s)
of record owned 5% or more of the outstanding shares
of the Fund: Charles Bresler, Washington, D.C., owned
approximately 5,746,589 shares (11.65%), Lawrence
Lucchino, Bethesda, Maryland, owned approximately
2,767,804 shares (5.61%), United Communications Group,
Rockville, Maryland, owned approximately 3,100,000
shares (6.28%), and C.S.S. Tower, Inc., Baltimore,
Maryland, owned approximately 3,012,714 shares
(6.11%).
Trustees Compensation

                      AGGREGATE            TOTAL COMPENSATION PAID
NAME ,              COMPENSATION               TO TRUSTEES FROM
POSITION WITH            FROM                       TRUST
TRUST                   TRUST#                AND 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


#The aggregate compensation is provided for the Trust
which is comprised of 13 portfolios.
Trustee Liability
The Declaration of Trust provides that the Trustees
will not be liable for errors of judgment or mistakes
of fact or law. However, they are not protected
against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties
involved in the conduct of their office.
Investment Advisory Services
Investment Adviser
The Fund's investment adviser is Federated Management.
It is a subsidiary of Federated Investors. All the
voting securities of Federated Investors are owned by
a trust, the trustees of which are John F. Donahue,
his wife and his son, J. Christopher Donahue.
The adviser shall not be liable to Trust, the Fund, or
any shareholder of the Fund for any losses that may be
sustained in the purchase, holding, or sale of any
security or for anything done or omitted by it, except
acts or omissions involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the
duties imposed upon it by its contract with the Trust.
Advisory Fees
For its advisory services, Federated Management
receives an annual investment advisory fee as
described in the prospectus.
For the period from April 25, 1994 (start of business)
to October 31, 1994, the adviser earned $137,219, of
which $137,147 was voluntarily waived.
   State Expense Limitations
      The adviser has undertaken to comply with the
      expense limitations established by certain
      states for investment companies whose shares are
      registered for sale in those states. If the
      Fund's normal operating expenses (including the
      investment advisory fee, but not including
      brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2-1/2% per year
      of the first $30 million of average net assets,
      2% per year of the next $70 million of average
      net assets, and 1-1/2% per year of the remaining
      average net assets, the adviser will reimburse
      the Fund for its expenses over the limitation.
      If the Fund's monthly projected operating
      expenses exceed this limitation, the investment
      advisory fee paid will be reduced by the amount
      of the excess, subject to an annual adjustment.
      If the expense limitation is exceeded, the
      amount to be reimbursed by the adviser will be
      limited, in any single fiscal year, by the
      amount of the investment advisory fees.
      This arrangement is not part of the advisory
      contract and may be amended or rescinded in the
      future.
Fund Administration
Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel
and services to the Fund for a fee as described in the
prospectus. For the period from April 25, 1994 (start
of business) to October 31, 1994, the Administrator
earned $20,890. 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. For the period ending
October 31, 1994, payments in the amount of $68,610
were made pursuant to the Shareholder Services Plan.
Determining Net Asset Value
The Trustees have decided that the best method for
determining the value of portfolio instruments is
amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as
adjusted for amortization of premium or accumulation
of discount rather than at current market value.
Accordingly, neither the amount of daily income nor
the net asset value is affected by any unrealized
appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated
daily yield on shares of the Fund computed by dividing
the annualized daily income on the Fund's portfolio by
the net asset value computed as above may tend to be
higher than a similar computation made by using a
method of valuation based upon market prices and
estimates. In periods of rising interest rates, the
opposite may be true.
The Fund's use of the amortized cost method of valuing
portfolio instruments depends on its compliance with
certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission
under the Investment Company Act of 1940. Under the
Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value
per share, as computed for purposes of distribution
and redemption, at $1.00 per share, taking into
account current market conditions and the Fund's
investment objective. The procedures include
monitoring the relationship between the amortized cost
value per share and the net asset value per share
based upon available indications of market value. The
Trustees will decide what, if any, steps should be
taken if there is a difference of more than 0.5 of 1%
between the two values. The Trustees will take any
steps they consider appropriate (such as redemption in
kind or shortening the average portfolio maturity) to
minimize any material dilution or other unfair results
arising from differences between the two methods of
determining net asset value.
Redemption in Kind
The Fund is obligated to redeem shares solely in cash
up to $250,000 or 1% of the Fund's net asset value,
whichever is less, for any one shareholder within a 90-
day period. Any redemption beyond this amount will
also be in cash unless the Trustees determine that
further payments should be in kind. In such cases, the
Fund will pay all or a portion of the remainder of the
redemption in portfolio instruments valued in the same
way as the Fund determines net asset value. The
portfolio instruments will be selected in a manner
that the Trustees deem fair and equitable. Redemption
in kind is not as liquid as a cash redemption. If
redemption is made in kind, shareholders who sell
these securities could receive less than the
redemption value and could incur certain transaction
costs.
The Fund's Tax Status
To qualify for the special tax treatment afforded to
regulated investment companies, the Fund must, among
other requirements: derive at least 90% of its gross
income from dividends, interest, and gains from the
sale of securities; derive less than 30% of its gross
income from the sale of securities held less than
three months; invest in securities within certain
statutory limits; and distribute to its shareholders
at least 90% of its net income earned during the year.
Performance Information
Performance depends upon such variables as: portfolio
quality; average portfolio maturity; type of
instruments in which the portfolio is invested;
changes in interest rates; changes in expenses; and
the relative amount of cash flow. To the extent that
financial institutions and broker/dealers charge fees
in connection with services provided in conjunction
with an investment in shares of the Fund, the
performance will be reduced for those shareholders
paying those fees.
Yield
The Fund calculates its yield based upon the seven
days ending on the day of the calculation, called the
"base period." This yield is computed by: determining
the net change in the value of a hypothetical account
with a balance of one share at the beginning of the
base period, with the net change excluding capital
changes but including the value of any additional
shares purchased with dividends earned from the
original one share and all dividends declared on the
original and any purchased shares; dividing the net
change in the account's value by the value of the
account at the beginning of the base period to
determine the base period return; and multiplying the
base period return by 365/7.
The Fund's yield for the seven-day period ended
October 31, 1994, was 2.81%.
Effective Yield
The Fund calculates its effective yield by compounding
the unannualized base period return by: adding 1 to
the base period return; raising the sum to the 365/7th
power; and subtracting 1 from the result.
The Fund's effective yield for the seven-day period
ended October 31, 1994, was 2.85%.
Tax-Equivalent Yield
The tax-equivalent yield of the Fund is calculated
similarly to the yield but is adjusted to reflect the
taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a 39.6% tax rate (the
maximum effective federal rate for individuals) and
assuming that income is 100% exempt.
The Fund's tax-equivalent yield for the seven-day
period ended October 31, 1994, was 5.54%.
Tax-Equivalency Tables
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 tables
below indicate, a "tax-free" investment can be an
attractive choice for investors, particularly in times
of narrow spreads between tax-free and taxable yields.
<TABLE>
<CAPTION>

TAXABLE YIELD EQUIVALENT FOR 1995
     STATE OF MARYLAND
     INCLUDING LOCAL INCOME TAX
     
     COMBINED FEDERAL, STATE, AND COUNTY INCOME TAX
     BRACKET:
     <S>        <C>       <C>         <C>         <C>          <C>          <C>
                22.50%     35.50%      38.50%       40.00%        45.00%      48.60%
     SINGLE       $1-    $23,351-    $56,551-    $100,001-     $117,951-      OVER
     RETURN    23,350     56,550     100,000      117,950       256,500     $256,500
     
     TAX-EXEMPT
     YIELD                   TAXABLE YIELD
     EQUIVALENT
     
     
      2.00%      2.58%      3.10%       3.25%        3.33%         3.64%       3.89%
      2.50%      3.23%      3.88%       4.07%        4.17%         4.55%       4.86%
      3.00%      3.87%      4.65%       4.88%        5.00%         5.45%       5.84%
      3.50%      4.52%      5.43%       5.69%        5.83%         6.36%       6.81%
      4.00%      5.16%      6.20%       6.50%        6.67%         7.27%       7.78%
      4.50%      5.81%      6.98%       7.32%        7.50%         8.18%       8.75%
      5.00%      6.45%      7.75%       8.13%        8.33%         9.09%       9.73%
      5.50%      7.10%      8.53%       8.94%        9.17%        10.00%      10.70%
      6.00%      7.74%      9.30%       9.76%       10.00%        10.91%      11.67%
      6.5.%      8.39%     10.08%      10.57%       10.83%        11.82%      12.65%
</TABLE>     
     NOTE: THE MAXIMUM MARGINAL TAX RATE FOR EACH BRACKET WAS USED IN
     CALCULATING
     THE TAXABLE YIELD EQUIVALENT. FURTHERMORE, ADDITIONAL STATE AND LOCAL
     TAXES PAID
     ON COMPARABLE TAXABLE INVESTMENTS WERE NOT USED TO INCREASE FEDERAL
     DEDUCTIONS.
     THE LOCAL INCOME TAX RATE IS ASSUMED TO BE 50% OF THE STATE RATE FOR ALL
     COUNTIES
     EXCLUDING ALLEGHANY, BALTIMORE, MONTGOMERY, PRINCE GEORGE'S, TALBOT, AND
     WORCESTER.
The chart above is for illustrative purposes only. It
is not an indicator of past or future performance of
the Fund.
*Some portion of the Fund's income may be subject to
the federal alternative minimum tax and state and
local taxes.
<TABLE>
<CAPTION>
TAXABLE YIELD EQUIVALENT FOR 1995
     STATE OF MARYLAND
     INCLUDING LOCAL INCOME TAX
     
     COMBINED FEDERAL, STATE, AND COUNTY INCOME TAX
     BRACKET:
     <S>        <C>      <C>         <C>         <C>           <C>            <C>
                22.50%     35.50%      38.50%       40.00%        45.00%      48.60%
     JOINT        $1-    $39,001-    $94,251-    $100,001-     $143,601-      OVER
     RETURN    39,000     94,250     100,000      143,600       256,500     $256,500
     
     TAX-EXEMPT
     YIELD                   TAXABLE YIELD
     EQUIVALENT
     
     
      2.00%      2.58%      3.10%       3.25%        3.33%         3.64%       3.89%
      2.50%      3.23%      3.88%       4.07%        4.17%         4.55%       4.86%
      3.00%      3.87%      4.65%       4.88%        5.00%         5.45%       5.84%
      3.50%      4.52%      5.43%       5.69%        5.83%         6.36%       6.81%
      4.00%      5.16%      6.20%       6.50%        6.67%         7.27%       7.78%
      4.50%      5.81%      6.98%       7.32%        7.50%         8.18%       8.75%
      5.00%      6.45%      7.75%       8.13%        8.33%         9.09%       9.73%
      5.50%      7.10%      8.53%       8.94%        9.17%        10.00%      10.70%
      6.00%      7.74%      9.30%       9.76%       10.00%        10.91%      11.67%
      6.5.%      8.39%     10.08%      10.57%       10.83%        11.82%      12.65%
</TABLE>     
     NOTE: THE MAXIMUM MARGINAL TAX RATE FOR EACH
     BRACKET WAS USED IN CALCULATING THE TAXABLE
     YIELD EQUIVALENT. FURTHERMORE, ADDITIONAL STATE
     AND LOCAL TAXES PAID ON COMPARABLE TAXABLE
     INVESTMENTS WERE NOT USED TO INCREASE FEDERAL
     DEDUCTIONS. THE LOCAL INCOME TAX RATE IS ASSUMED
     TO BE 50% OF THE STATE RATE FOR ALL COUNTIES
     EXCLUDING ALLEGHANY, BALTIMORE, MONTGOMERY,
     PRINCE GEORGE'S, TALBOT, AND WORCESTER.
The chart above is for illustrative purposes only. It
is not an indicator of past or future performance of
the Fund.
*Some portion of the Fund's income may be subject to
the federal alternative minimum tax and state and
local taxes.
Total Return
Average annual total return is the average compounded
rate of return for a given period that would equate a
$1,000 initial investment to the ending redeemable
value of that investment. The ending redeemable value
is computed by multiplying the number of shares owned
at the end of the period by the net asset value per
share at the end of the period. The number of shares
owned at the end of the period is based on the number
of shares purchased at the beginning listed 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.
314229774
G00105-02-B (2/95)

OHIO MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
CASH II SHARES
PROSPECTUS

The Cash II Shares of Ohio Municipal Cash Trust (the "Fund") offered by this
prospectus represent interests in a non-diversified portfolio of Federated
Municipal Trust (the "Trust"), an open-end management investment company (a
mutual fund). The Fund invests in short-term Ohio municipal securities to
achieve current income exempt from federal regular income tax and the personal
income taxes imposed by the State of Ohio and Ohio municipalities consistent
with stability of principal.

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 Combined Statement of Additional Information dated
February 28, 1995, with the Securities and Exchange Commission. The information
contained in the Combined Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Combined 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 February 28, 1995

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

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

FINANCIAL HIGHLIGHTS--CASH II SHARES                                           2
- ------------------------------------------------------

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
  Ohio Municipal Securities                                                    6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7
  Regulatory Compliance                                                        7

TRUST INFORMATION                                                              8
- ------------------------------------------------------

  Management of the Trust                                                      8
  Distribution of Cash II Shares                                               8
  Administration of the Fund                                                   9

NET ASSET VALUE                                                               10
- ------------------------------------------------------

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

  Special Purchase Features                                                   11

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

  Special Redemption Features                                                 12

ACCOUNT INFORMATION                                                           13
- ------------------------------------------------------

  Dividends                                                                   13
  Capital Gains                                                               13
  Certificates and Confirmations                                              13
  Accounts With Low Balances                                                  13

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

  Voting Rights                                                               13
  Massachusetts Partnership Law                                               14

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  State and Local Taxes                                                       15

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

OTHER CLASSES OF SHARES                                                       16
- ------------------------------------------------------

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

ADDRESSES                                                                     18
- ------------------------------------------------------

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

<TABLE>
<S>                                                                                                <C>        <C>
                                                    CASH II SHARES
                                           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 CASH II SHARES OPERATING EXPENSES
                                        (As a percentage of average net assets)
Management Fee (after waiver) (1)...........................................................................      0.35%
12b-1 Fee (after waiver) (2)................................................................................      0.05%
Total Other Expenses........................................................................................      0.47%
    Shareholder Services Fee.....................................................................      0.25%
         Total Cash II Shares Operating Expenses (3)........................................................  0.87%
</TABLE>

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

(2) The maximum 12b-1 fee is 0.30%.

(3) The Total Cash II Shares Operating Expenses in the table above are based on
    expenses expected during the fiscal year ending October 31, 1995. The Total
    Cash II Shares Operating Expenses were 0.85% for the fiscal year ended
    October 31, 1994, and would have been 1.09% absent the voluntary waivers of
    a portion of the management fee and a portion of the 12b-1 fee.

    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Cash II Shares of the Fund will
bear, either directly or indirectly. For more complete descriptions of the
various costs and expenses, see "How to Purchase Shares" and "Trust
Information." Wire-transferred redemptions of less than $5,000 may be subject to
additional fees.

<TABLE>
<CAPTION>
EXAMPLE                                                                     1 year     3 years    5 years   10 years
<S>                                                                        <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment assuming (1)
5% annual return and (2) redemption at the end of each time period.......     $9         $28        $48     $107
</TABLE>

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

    The information set forth in the foregoing table and example relates only to
Cash II Shares of the Fund. The Fund also offers another class of shares called
Institutional Shares. Cash II Shares and Institutional Shares are subject to
certain of the same expenses; however, Institutional Shares are not subject to a
12b-1 fee. See "Other Classes of Shares."


OHIO MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--CASH II SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.
<TABLE>
<CAPTION>
                                                                             YEAR ENDED OCTOBER 31,
                                                                     1994       1993       1992       1991*
<S>                                                                <C>        <C>        <C>        <C>
- -----------------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, BEGINNING OF PERIOD                               $    1.00  $    1.00  $    1.00  $    1.00
- -----------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------------------
  Net investment income                                                 0.02       0.02       0.03       0.02
- -----------------------------------------------------------------  ---------  ---------  ---------  ---------
LESS DISTRIBUTIONS
- -----------------------------------------------------------------
  Dividends to shareholders from net investment income                 (0.02)     (0.02)     (0.03)     (0.02)
- -----------------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                     $    1.00  $    1.00  $    1.00  $    1.00
- -----------------------------------------------------------------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                                          2.10%      2.02%      2.90%      2.27%
- -----------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------------------
  Expenses                                                              0.85%      0.78%      0.76%      0.63%(b)
- -----------------------------------------------------------------
  Net investment income                                                 2.09%      2.01%      2.86%      4.18%(b)
- -----------------------------------------------------------------
  Expense waiver/reimbursement (a)                                      0.24%      0.19%      0.25%      0.34%(b)
- -----------------------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------------------
  Net assets, end of period (000 omitted)                           $156,051   $127,017     $133,877  $94,081
- -----------------------------------------------------------------
</TABLE>

  * Reflects operations for the period from April 22, 1991 (date of initial
    public investment) to October 31, 1991.

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

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

(b) Computed on an annualized basis.


GENERAL INFORMATION

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Cash II Shares and Institutional
Shares. This prospectus relates only to Cash II Shares of the Fund, which are
designed primarily for the retail customers of financial institutions as a
convenient means of accumulating an interest in a professionally managed,
non-diversified portfolio investing primarily in short-term Ohio municipal
securities. The Fund may not be a suitable investment for retirement plans or
for non-Ohio taxpayers because it invests in municipal securities of Ohio. A
minimum initial investment of $25,000 over a 90-day period is required.

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

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

INVESTMENT OBJECTIVE

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

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of Ohio
municipal securities (as defined below) maturing in 13 months or less. As a
matter of investment policy, which cannot be changed without shareholder
approval, at least 80% of the Fund's annual interest income will be exempt from
federal regular income tax and Ohio state income taxes. (Federal regular income
tax does not include the federal individual alternative minimum tax or the
federal alternative minimum tax for corporations.) The average maturity of the
securities in the Fund's portfolio, computed on a dollar-weighted basis, will be
90 days or less. Unless indicated otherwise, the investment policies may be
changed by the Trustees without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.

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


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

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

       municipal commercial paper and other short-term notes;

       variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in Ohio municipal
     securities from financial institutions such as commercial and investment
     banks, savings 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 Ohio municipal
     securities.

     MUNICIPAL LEASES.  Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities. They may take the form of a lease, an installment purchase
     contract, a conditional sales contract, or a participation interest in any
     of the above.

RATINGS. The Ohio municipal 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 SECURITIES. As a matter of fundamental policy, 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 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 Ohio municipal
securities is subject to the federal alternative minimum tax.

OHIO MUNICIPAL SECURITIES

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

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

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

INVESTMENT RISKS

Yields on Ohio municipal securities depend on a variety of factors, including:
the general conditions of the short-term municipal note market and of the
municipal bond market; the size of the particular offering; the maturity of the
obligations; and the rating of the issue. The ability of the Fund to achieve its
investment objective also depends on the continuing ability of the issuers of
Ohio municipal securities and participation interests, or the credit enhancers
of either, to meet their obligations for the payment of interest and principal
when due. In addition, from time to time, the supply of Ohio municipal
securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Ohio municipal securities which are repayable out of
revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in these
Ohio municipal securities could involve an increased risk to the Fund should any
of these related projects or facilities experience financial difficulties.


Obligations of issuers of Ohio municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.

NON-DIVERSIFICATION

The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

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

INVESTMENT LIMITATIONS

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

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

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


TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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

INVESTMENT ADVISER. Investment decisions for the Fund are made by Federated
Management, the Fund's investment adviser, subject to direction by the Trustees.
The adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase and sale of portfolio instruments.

     ADVISORY FEES.  The adviser receives an annual investment advisory fee
     equal to .40 of 1% of the Fund's average daily net assets. The adviser has
     undertaken to reimburse the Fund up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     The adviser also may voluntarily choose to waive a portion of its fee or
     reimburse other expenses of the Fund, but reserves the right to terminate
     such waiver or reimbursement at any time at its sole discretion.

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

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. 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 CASH II SHARES

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

DISTRIBUTION AND SHAREHOLDER SERVICES PLANS. Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the Fund may pay to the distributor an amount, computed at an annual rate of .30
of 1% of the average daily net asset value of Cash II Shares to finance any
activity which is principally intended to result in the sale of shares subject
to the Distribution Plan. The distributor may select financial institutions such
as banks, fiduciaries, custodians for public funds, investment advisers, and
broker/dealers to provide sales support services as agents for their clients or
customers. In addition, the Fund has adopted a Shareholder Services Plan (the
"Services Plan") under which it will pay Federated Shareholder Services, an
affiliate of Federated Investors, an amount not exceeding .25 of 1% of the
average daily net asset value of Cash II Shares 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 it deems appropriate, the amounts
stated above may be reduced voluntarily.

Financial institutions will receive fees based upon shares owned by their
clients or customers. The schedules of such fees and the basis upon which such
fees will be paid will be determined from time to time by the Fund, the
distributor, or Federated Shareholder Services, as appropriate.

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

SHAREHOLDER SERVICING ARRANGEMENTS. The distributor may also pay financial
institutions a fee for providing certain services to shareholders. This fee is
in addition to the amounts paid under the Distribution Plan and, if paid, will
be reimbursed by the adviser and not the Fund.

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

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

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:



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

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. 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.

INDEPENDENT PUBLIC ACCOUNTANTS. The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.

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

The Fund attempts to stabilize the net asset value of Cash II Shares at $1.00 by
valuing the portfolio securities using the amortized cost method. The net asset
value per share is determined by subtracting liabilities attributable to Cash II
Shares from the value of Fund assets attributable to Cash II Shares, and
dividing the remainder by the number of Cash II 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., and 4:00 p.m.
(Eastern time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its net
asset value might be materially affected; (ii) days during which no shares are
tendered for redemption and no orders to purchase shares are received; or (iii)
the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

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 $25,000. (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 3:00 p.m. (Eastern time). The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) in
order to begin earning dividends that same day. Federal funds should be wired as
follows: Federated Services Company, c/o State Street Bank and Trust Company,
Boston, MA; Attention; EDGEWIRE; For Credit to: Ohio Municipal Cash Trust-- Cash
II Shares; Fund Number (this number can be found on the account statement or by
contacting the Fund); Group Number or Order Number; Nominee or Institution Name;
and ABA Number 011000028. Shares cannot be purchased by wire on holidays when
wire transfers are restricted.

PURCHASING SHARES BY CHECK. Shares may be purchased by sending a check made
payable to Ohio Municipal Cash Trust--Cash II Shares to: Federated Services
Company, c/o State Street Bank and Trust Company, P.O. Box 8604, Boston, MA
02266-8604. Orders by mail are considered received when payment by check is
converted into federal funds (normally the business day after the check is
received) and shares begin earning dividends the next day.

SPECIAL PURCHASE FEATURES

SYSTEMATIC INVESTMENT PROGRAM. A minimum of $500 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 a 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, c/o State Street Bank and Trust Company, P.O. Box
8604, Boston, MA 02266-8604. The written request should state: Ohio Municipal
Cash Trust--Cash II Shares; 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 firm of a
domestic stock exchange; or any other "eligible guarantor institution," as
defined in the Securities Exchange Act of 1934. The Fund does not accept
signatures guaranteed by a notary public.

SPECIAL REDEMPTION FEATURES

CHECK WRITING. Upon request, a checking account will be established to allow
shareholders to redeem their fund shares. 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 $25,000 due to shareholder redemptions, the Fund may redeem
all of the remaining shares in that account (except accounts maintained by
retirement plans) 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 all classes of
each portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. 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.


As of January 10, 1995, Gradison & Company, Inc., Cincinnati, Ohio, owned 75.30%
of the voting securities of the Fund, and, therefore, may, for certain purposes,
be deemed to control the Fund and be able to affect the outcome of certain
matters presented for a vote of shareholders.

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

OHIO TAXES. Under existing Ohio laws, distributions made by the Fund will not be
subject to Ohio individual income taxes to the extent that such distributions
qualify as exempt-interest dividends under the Internal Revenue Code, and
represent (i) interest from obligations of Ohio or its subdivisions which is
exempt from federal income tax; or (ii) interest or dividends from obligations
issued by the United States and its territories or possessions or by any
authority, commission or instrumentality of the United States which are exempt
from state income tax under federal laws. Conversely, to the extent that
distributions made by the Fund are derived from other types of obligations, such
distributions will be subject to Ohio individual income taxes.

Distributions made by the Fund will not be subject to Ohio corporation franchise
tax to the extent that such distributions qualify as exempt-interest dividends
under the Code, and represent (i) interest from obligations of Ohio or its
subdivisions which is exempt from federal income tax; or (ii) net interest
income from obligations issued by the United States and its territories or
possessions or by any authority, commission or instrumentality of the United
States, which is included in federal taxable income and which is exempt from
state income tax under federal laws.

Exempt-interest dividends that represent interest from obligations held by the
Fund which are issued by Ohio or its political subdivisions will be exempt from
any Ohio municipal income tax (even if the municipality is permitted under Ohio
law to levy a tax on intangible income).

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

From time to time, the Fund advertises its yield, effective yield, and
tax-equivalent yield for Cash II Shares.

Yield represents the annualized rate of income earned on an investment over a
seven-day period. It is the annualized dividends earned during the period on an
investment shown as a percentage of the investment. The effective yield is
calculated similarly to the yield, but when annualized, the income earned by an
investment is assumed to be reinvested daily. The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment. The tax-equivalent yield is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that would have to be earned to equal
Cash II Shares' 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 Cash II Shares after reinvesting all income distributions. It is
calculated by dividing that change by the initial investment and is expressed as
a percentage.

The performance figures will be calculated separately for each class of shares.
Because each class of shares is subject to different expenses, the yield,
effective yield, and tax-equivalent yield of Institutional Shares will exceed
the yield, effective yield, and tax-equivalent yield of Cash II Shares for the
same period.

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare its
performance to certain indices.

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

The Fund also offers the following class.

Institutional Shares are sold at net asset value primarily to financial
institutions acting in a fiduciary or agency capacity. Investments in
Institutional Shares are subject to a minimum initial investment of $25,000.
Institutional Shares are sold with no 12b-1 fees.

Financial institutions providing distribution or administrative services may
receive additional compensation depending upon which class of shares of the Fund
is sold. The distributor pays this compensation and is reimbursed from sources
other than the assets of the Fund.

The amount of dividends payable to shareholders of any particular class may be
more or less than that payable to the shareholders of any other class depending
upon the existence of and differences in class expenses, 12b-1 Plan expenses,
and Shareholder Services Plan expenses. The stated advisory fee is the same for
all classes of shares.


OHIO MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                             YEAR ENDED OCTOBER 31,
                                                                     1994       1993       1992       1991*
<S>                                                                <C>        <C>        <C>        <C>
- -----------------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, BEGINNING OF PERIOD                               $    1.00  $    1.00  $    1.00  $    1.00
- -----------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------------------
  Net investment income                                                 0.02       0.02       0.03       0.02
- -----------------------------------------------------------------  ---------  ---------  ---------  ---------
LESS DISTRIBUTIONS
- -----------------------------------------------------------------
  Dividends to shareholders from net investment income                 (0.02)     (0.02)     (0.03)     (0.02)
- -----------------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                     $    1.00  $    1.00  $    1.00  $    1.00
- -----------------------------------------------------------------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                                          2.41%      2.33%      3.21%      2.40%
- -----------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------------------
  Expenses                                                              0.55%      0.48%      0.46%      0.35%(b)
- -----------------------------------------------------------------
  Net investment income                                                 2.36%      2.30%      3.10%      4.46%(b)
- -----------------------------------------------------------------
  Expense waiver/reimbursement (a)                                      0.07%      0.19%      0.25%      0.32%(b)
- -----------------------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------------------
  Net assets, end of period (000 omitted)                            $62,499    $81,748    $73,342    $44,771
- -----------------------------------------------------------------
</TABLE>

  * Reflects operations for the period from April 22, 1991 (date of initial
    public investment) to October 31, 1991.

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

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

(b) Computed on an annualized basis.

ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                                <C>
Ohio Municipal Cash Trust
                    Cash II Shares                                                     Federated Investors Tower
                                                                                       Pittsburgh, PA 15222-3779
- -----------------------------------------------------------------------------------------------------------------------

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

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

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

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
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

OHIO MUNICIPAL
CASH TRUST
CASH II SHARES
PROSPECTUS
A Non-Diversified Portfolio of
Federated Municipal Trust,
an Open-End Management
Investment Company

Prospectus dated February 28, 1995

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

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER
      PITTSBURGH, PA 15222-3779

314229840
1030105A-CII (2/95)
OHIO MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SHARES
PROSPECTUS

The Institutional Shares of Ohio Municipal Cash Trust (the "Fund") offered by
this prospectus represent interests in a non-diversified portfolio of Federated
Municipal Trust (the "Trust"), an open-end management investment company (a
mutual fund). The Fund invests in short-term Ohio municipal securities to
achieve current income exempt from federal regular income tax and the personal
income taxes imposed by the State of Ohio and Ohio municipalities consistent
with stability of principal.

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 Combined Statement of Additional Information dated
February 28, 1995, with the Securities and Exchange Commission. The information
contained in the Combined Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Combined 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 February 28, 1995

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

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

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

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
  Ohio Municipal Securities                                                    6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7
  Regulatory Compliance                                                        7

TRUST INFORMATION                                                              8
- ------------------------------------------------------

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

NET ASSET VALUE                                                               10
- ------------------------------------------------------

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

  Share Purchases                                                             10
  Minimum Investment Required                                                 11
  Subaccounting Services                                                      11
  Certificates and Confirmations                                              11
  Dividends                                                                   11
  Capital Gains                                                               12

REDEEMING SHARES                                                              12
- ------------------------------------------------------

  By Mail                                                                     12
  Telephone Redemption                                                        13
  Accounts with Low Balances                                                  13

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

  Voting Rights                                                               13
  Massachusetts Partnership Law                                               13

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  State and Local Taxes                                                       14

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

OTHER CLASSES OF SHARES                                                       16
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--CASH II SHARES                                          17
- ------------------------------------------------------

ADDRESSES                                                                     18
- ------------------------------------------------------

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

<TABLE>
<S>                                                                                                  <C>        <C>
                                                INSTITUTIONAL SHARES
                                          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 INSTITUTIONAL SHARES OPERATING EXPENSES
                                       (As a percentage of average net assets)
Management Fee (after waiver) (1).........................................................................       0.35%
12b-1 Fee.................................................................................................       None
Total Other Expenses......................................................................................       0.22%
    Shareholder Services Fee (after waiver) (2)................................................       0.00%
         Total Institutional Shares Operating Expenses (3)................................................       0.57%
</TABLE>

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

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

(3) The Total Institutional Shares Operating Expenses in the table above are
    based on expenses expected during the fiscal year ending October 31, 1995.
    The Total Institutional Shares Operating Expenses were 0.55% for the fiscal
    year ended October 31, 1994, and would have been 0.62% absent the voluntary
    waiver of a portion of the management fee.

    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Shares of the
Fund will bear, either directly or indirectly. For more complete descriptions of
the various costs and expenses, see "Investing in the Fund" and "Trust
Information." Wire-transferred redemptions of less than $5,000 may be subject to
additional fees.

<TABLE>
<CAPTION>
EXAMPLE                                                                     1 year     3 years    5 years   10 years
<S>                                                                        <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period.......     $6         $18        $32        $71
</TABLE>

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

    The information set forth in the foregoing table and example relates only to
Institutional Shares of the Fund. The Fund also offers another class of shares
called Cash II Shares. Institutional Shares and Cash II Shares are subject to
certain of the same expenses; however, Cash II Shares are subject to a 12b-1 fee
of up to 0.30%. See "Other Classes of Shares."


OHIO MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                         YEAR ENDED OCTOBER 31,
                                                                 1994       1993       1992       1991*
<S>                                                            <C>        <C>        <C>        <C>
- -------------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, BEGINNING OF PERIOD                           $    1.00  $    1.00  $    1.00  $    1.00
- -------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------
    Net investment income                                           0.02       0.02       0.03       0.02
- -------------------------------------------------------------  ---------  ---------  ---------  ---------
LESS DISTRIBUTIONS
- -------------------------------------------------------------
    Dividends to shareholders from net investment income           (0.02)     (0.02)     (0.03)     (0.02)
- -------------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                 $    1.00  $    1.00  $    1.00  $    1.00
- -------------------------------------------------------------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                                      2.41%      2.33%      3.21%      2.40%
- -------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------
    Expenses                                                        0.55%      0.48%      0.46%      0.35%(b)
- -------------------------------------------------------------
    Net investment income                                           2.36%      2.30%      3.10%      4.46%(b)
- -------------------------------------------------------------
    Expense waiver/reimbursement (a)                                0.07%      0.19%      0.25%      0.32%(b)
- -------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------
    Net assets, end of period (000 omitted)                      $62,499    $81,748    $74,342    $44,771
- -------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from April 22, 1991 (date of initial
   public investment) to October 31, 1991.

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

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

(b) Computed on an annualized basis.


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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Institutional Shares and Cash II
Shares. This prospectus relates only to Institutional Shares of the Fund, which
are designed primarily for financial institutions acting in a fiduciary or
agency capacity as a convenient means of accumulating an interest in a
professionally managed, non-diversified portfolio investing primarily in
short-term Ohio municipal securities. The Fund may not be a suitable investment
for retirement plans or for non-Ohio taxpayers because it invests in municipal
securities of Ohio. A minimum initial investment of $25,000 over a 90-day period
is required.

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

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

INVESTMENT OBJECTIVE

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

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of Ohio
municipal securities (as defined below) maturing in 13 months or less. As a
matter of investment policy, which cannot be changed without shareholder
approval, at least 80% of the Fund's annual interest income will be exempt from
federal regular income tax and Ohio state incomes taxes. (Federal regular income
tax does not include the federal individual alternative minimum tax or the
federal alternative minimum tax for corporations.) The average maturity of the
securities in the Fund's portfolio, computed on a dollar-weighted basis, will be
90 days or less. Unless indicated otherwise, the investment policies may be
changed by the Trustees without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.

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

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

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

       municipal commercial paper and other short-term notes;

       variable rate demand notes;

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

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

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

     PARTICIPATION INTERESTS.  The Fund may purchase interests in Ohio municipal
     securities from financial institutions such as commercial and investment
     banks, savings 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 Ohio municipal
     securities.

     MUNICIPAL LEASES.  Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities. They may take the form of a lease, an installment purchase
     contract, a conditional sales contract, or a participation interest in any
     of the above.

RATINGS. The Ohio municipal 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 SECURITIES. As a matter of fundamental policy, 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 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 Ohio municipal
securities is subject to the federal alternative minimum tax.

OHIO MUNICIPAL SECURITIES

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

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

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

INVESTMENT RISKS

Yields on Ohio municipal securities depend on a variety of factors, including:
the general conditions of the short-term municipal note market and of the
municipal bond market; the size of the particular offering; the maturity of the
obligations; and the rating of the issue. The ability of the Fund to achieve its
investment objective also depends on the continuing ability of the issuers of
Ohio municipal securities and participation interests, or the credit enhancers
of either, to meet their obligations for the payment of interest and principal
when due. In addition, from time to time, the supply of Ohio municipal
securities acceptable for purchase by the Fund could become limited.


The Fund may invest in Ohio municipal securities which are repayable out of
revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in these
Ohio municipal securities could involve an increased risk to the Fund should any
of these related projects or facilities experience financial difficulties.

Obligations of issuers of Ohio municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.

NON-DIVERSIFICATION

The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

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

INVESTMENT LIMITATIONS

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

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

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

TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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

INVESTMENT ADVISER. Investment decisions for the Fund are made by Federated
Management, the Fund's investment adviser, subject to direction by the Trustees.
The adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase and sale of portfolio instruments.

     ADVISORY FEES.  The adviser receives an annual investment advisory fee
     equal to .40 of 1% of the Fund's average daily net assets. The adviser has
     undertaken to reimburse the Fund up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     The adviser also may voluntarily choose to waive a portion of its fee or
     reimburse other expenses of the Fund, but reserves the right to terminate
     such waiver or reimbursement at any time at its sole discretion.

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

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. 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 INSTITUTIONAL SHARES

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

SHAREHOLDER SERVICES PLAN. The Fund has adopted a Shareholder Services Plan (the
"Services Plan") under which it will pay Federated Shareholder Services, an
affiliate of Federated Investors, an amount not exceeding .25 of 1% of the
average daily net asset value of the Institutional Shares to provide personal
services and/or maintenance of shareholder accounts to the Fund and its
shareholders. From time to time and for such periods as deemed appropriate, the
amount stated above may be reduced voluntarily.

Federated Shareholder Services may elect to pay financial institutions fees
based upon shares owned by their clients or customers for services provided to
those clients or customers. The schedules of such fees and the basis upon which
such fees will be paid will be determined from time to time by Federated
Shareholder Services.

SHAREHOLDER SERVICING ARRANGEMENTS. The distributor may pay financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide certain services to shareholders. These
services may include, but are not limited to, distributing prospectuses and
other information, providing accounting assistance, and communicating or
facilitating purchases and redemptions of shares. Any fees paid for these
services by the distributor will be reimbursed by the adviser and not the Fund.

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

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

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:



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

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. 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.

INDEPENDENT PUBLIC ACCOUNTANTS. The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.

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

The Fund attempts to stabilize the net asset value of Institutional Shares at
$1.00 by valuing the portfolio securities using the amortized cost method. The
net asset value per share is determined by subtracting liabilities attributable
to Institutional Shares from the value of Fund assets attributable to
Institutional Shares, and dividing the remainder by the number of Institutional
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., and 4:00 p.m.
(Eastern time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its net
asset value might be materially affected; (ii) days during which no shares are
tendered for redemption and no orders to purchase shares are received; or (iii)
the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

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

SHARE PURCHASES

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days on which the New York Stock
Exchange and the Federal Reserve Wire System are open for business. Shares may
be purchased either by wire or mail. The Fund reserves the right to reject any
purchase request.


To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone.

BY WIRE. To purchase by Federal Reserve wire, call the Fund before 1:00 p.m.
(Eastern time) to place an order. The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) that
day. Federal funds should be wired as follows: Federated Services Company, c/o
State Street Bank and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit
to: Ohio Municipal Cash Trust--Institutional Shares; Fund Number (this number
can be found on the account statement or by contacting the Fund); Group Number
or Order Number; Nominee or Institution Name; and ABA Number 011000028.

BY MAIL. To purchase by mail, send a check made payable to Ohio Municipal Cash
Trust-- Institutional Shares to: Federated Services Company, c/o State Street
Bank and Trust Company, P.O. Box 8602, Boston, MA 02266-8602. Orders by mail are
considered received when payment by check is converted into federal funds. This
is normally the next business day after the check is received.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment is $25,000. However, an account may be opened
with a smaller amount as long as the minimum is reached within 90 days. Minimum
investments will be calculated by combining all accounts maintained with the
Fund. Financial institutions may impose different minimum investment
requirements on their customers.

SUBACCOUNTING SERVICES

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

CERTIFICATES AND CONFIRMATIONS

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

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund.


Shares purchased by wire before 3:00 p.m. (Eastern time) begin earning dividends
that day. Shares purchased by check begin earning dividends the day after the
check is converted into federal funds.

CAPITAL GAINS

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

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

Shares are redeemed at their net asset value next determined after Federated
Services Company receives the redemption request. Redemptions will be made on
days on which the Fund computes its net asset value. Redemption requests must be
received in proper form and can be made as described below.

BY MAIL

Shares may be redeemed by sending a written request to: Federated Services
Company, c/o State Street Bank and Trust Company, P.O. Box 8602, Boston, MA
02266-8602. The written request should state: Ohio Municipal Cash
Trust--Institutional Shares; shareholder's name; the account number; and the
share or dollar amount requested. Sign the request exactly as the shares are
registered. Shareholders should call the Fund for assistance in redeeming by
mail.

If share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.

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

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

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

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

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

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

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.


TELEPHONE REDEMPTION

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

If the redemption request is received before 12:00 noon (Eastern time), the
proceeds 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, and those
shares redeemed will not be entitled to that day's dividend. A daily dividend
will be paid on shares redeemed if the redemption request is received after
12:00 noon (Eastern time). However, the proceeds are not wired until the
following business day.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as "By Mail," should be considered. If at any time
the Fund shall determine it necessary to terminate or modify this method of
redemption, shareholders would be promptly notified.

ACCOUNTS WITH LOW BALANCES

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

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

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

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of all classes of
each portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. As a Massachusetts business trust, the Trust is not
required to hold annual shareholder meetings. Shareholder approval will be
sought only for certain changes in the Trust's or the Fund's operation and for
the election of Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting of the shareholders for this purpose shall be called by the
Trustees upon the written request of shareholders owning at least 10% of the
outstanding shares of 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
Ohio. Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.

OHIO TAXES. Under existing Ohio laws, distributions made by the Fund will not be
subject to Ohio individual income taxes to the extent that such distributions
qualify as exempt-interest dividends under the Internal Revenue Code, and
represent (i) interest from obligations of Ohio or its subdivisions which is
exempt from federal income tax; or (ii) interest or dividends from obligations
issued by the United States and its territories or possessions or by any
authority, commission or instrumentality of the United States which are exempt
from state income tax under federal laws. Conversely, to the extent that
distributions made by the Fund are derived from other types of obligations, such
distributions will be subject to Ohio individual income taxes.

Distributions made by the Fund will not be subject to Ohio corporation franchise
tax to the extent that such distributions qualify as exempt-interest dividends
under the Code, and represent (i) interest from obligations of Ohio or its
subdivisions which is exempt from federal income tax; or (ii) net interest
income from obligations issued by the United States and its territories or
possessions or by any authority, commission or instrumentality of the United
States, which is included in federal taxable income and which is exempt from
state income tax under federal laws.

Exempt-interest dividends that represent interest from obligations held by the
Fund which are issued by Ohio or its political subdivisions will be exempt from
any Ohio municipal income tax (even if the municipality is permitted under Ohio
law to levy a tax on intangible income).

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

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

Yield represents the annualized rate of income earned on an investment over a
seven-day period. It is the annualized dividends earned during the period on an
investment shown as a percentage of the investment. The effective yield is
calculated similarly to the yield, but when annualized, the income earned by an
investment is assumed to be reinvested daily. The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment. The tax-equivalent yield is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that would have to be earned to equal
Institutional Shares' 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 Institutional Shares after reinvesting all income distributions.
It is calculated by dividing that change by the initial investment and is
expressed as a percentage.

The performance figures will be calculated separately for each class of shares.
Because each class of shares is subject to different expenses, the yield,
effective yield, and tax-equivalent yield of Institutional Shares will exceed
the yield, effective yield, and tax-equivalent yield of Cash II Shares for the
same period.

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare its
performance to certain indices.


OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund also offers the following class.

Cash II Shares are sold at net asset value primarily to retail customers of
financial institutions. Investments in Cash II Shares are subject to a minimum
initial investment of $25,000. Cash II Shares are distributed pursuant to a
12b-1 Plan adopted by the Trust where by the distributor is paid a fee of .30 of
1% of Cash II Shares' average daily net assets.

Financial institutions providing distribution or administrative services may
receive additional compensation depending upon which class of shares of the Fund
is sold. The distributor pays this compensation and is reimbursed from sources
other than the assets of the Fund.

The amount of dividends payable to shareholders of any particular class may be
more or less than that payable to the shareholders of any other class depending
upon the existence of and differences in class expenses, 12b-1 Plan expenses,
and Shareholder Services Plan expenses. The stated advisory fee is the same for
all classes of shares.


OHIO MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--CASH II SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                         YEAR ENDED OCTOBER 31,
<S>                                                            <C>        <C>        <C>        <C>
                                                               ------------------------------------------

<CAPTION>
                                                                 1994       1993       1992       1991*
<S>                                                            <C>        <C>        <C>        <C>
- -------------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, BEGINNING OF PERIOD                           $    1.00  $    1.00  $    1.00  $    1.00
- -------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------
    Net investment income                                           0.02       0.02       0.03       0.02
- -------------------------------------------------------------  ---------  ---------  ---------  ---------
LESS DISTRIBUTIONS
- -------------------------------------------------------------
    Dividends to shareholders from net investment income           (0.02)     (0.02)     (0.03)     (0.02)
- -------------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                 $    1.00  $    1.00  $    1.00  $    1.00
- -------------------------------------------------------------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                                      2.10%      2.02%      2.90%      2.27%
- -------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------
    Expenses                                                        0.85%      0.78%      0.76%      0.63%(b)
- -------------------------------------------------------------
    Net investment income                                           2.09%      2.01%      2.86%      4.18%(b)
- -------------------------------------------------------------
    Expense waiver/reimbursement (a)                                0.24%      0.19%      0.25%      0.34%(b)
- -------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------
    Net assets, end of period (000 omitted)                     $156,051   $127,017   $133,877    $94,081
- -------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from April 22, 1991 (date of initial
   public investment) to October 31, 1991.

 ** Based on net asset value, which does not reflect the sales load or
    contingent deferred sales charge, if applicable.

 (a) This voluntary expense decrease is reflected in both the expense and net
     investment income ratios shown above.

(b) Computed on an annualized basis.

ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                                <C>
Ohio Municipal Cash Trust
                    Institutional Shares                                               Federated Investors Tower
                                                                                       Pittsburgh, PA 15222-3779
- -----------------------------------------------------------------------------------------------------------------------

Distributor
                    Federated Securities Corp.                                         Federated Investors Tower
                                                                                       Pittsburgh, PA 15222-3779
- -----------------------------------------------------------------------------------------------------------------------

Investment Adviser
                    Federated Management                                               Federated Investors Tower
                                                                                       Pittsburgh, PA 15222-3779
- -----------------------------------------------------------------------------------------------------------------------

Custodian
                    State Street Bank and Trust Company                                P.O. Box 8602
                                                                                       Boston, MA 02266-8602
- -----------------------------------------------------------------------------------------------------------------------

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
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

OHIO MUNICIPAL
CASH TRUST
INSTITUTIONAL SHARES
PROSPECTUS
A Non-Diversified Portfolio of
Federated Municipal Trust,
an Open-End Management
Investment Company

Prospectus dated February 28, 1995

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER
      PITTSBURGH, PA 15222-3779

314229857
1030105A-IS (2/95)



Ohio Municipal Cash Trust

(A Portfolio of Federated Municipal Trust)
Cash II Shares
Institutional Shares
Combined Statement of Additional Information










    This Combined Statement of Additional
    Information should be read with the
    prospectus(es) of Ohio Municipal Cash Trust (the
    "Fund") dated February 28, 1995. This Statement
    is not a prospectus. To receive a copy of a
    prospectus, write or call the Fund.
    
    FEDERATED INVESTORS TOWER
    PITTSBURGH, PENNSYLVANIA 15222-3779
    
    Statement dated February 28, 1995
   
Federated
Securitie
s Corp.
Distr
ibuto
r
A
subsidiar
y 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
 Reverse Repurchase
   Agreements                           2
Ohio Investment Risks                   2
Investment Limitations                  2
Brokerage Transactions                  4
Federated Municipal
Trust Management                        5
 The Funds                             8
 Share Ownership                       9
 Trustees Compensation                10
 Trustee Liability                    10
 Investment Adviser                   11
 Advisory Fees                        11
Fund Administration                    11
Distribution and
Shareholder Services
Plans                                  12
Determining Net Asset
Value                                  12
 Redemption in Kind                   12
 The Fund's Tax Status                13
Performance Information                13
 Yield                                13
 Effective Yield                      13
 Tax-Equivalent Yield                 13
 Tax-Equivalency Tables               14
 Total Return                         15
 Performance
   Comparisons                         15

Investment Policies
Unless indicated otherwise, the policies described
below may be changed by the Trustees without
shareholder approval. Shareholders will be notified
before any material change in these policies becomes
effective.
Acceptable Investments
When determining whether a security presents minimal
credit risks, the investment adviser will consider the
creditworthiness of: the issuer of the security, the
issuer of any demand feature applicable to the
security, or any guarantor of either the security or
any demand feature.
Participation Interests
The financial institutions from which the Fund
purchases participation interests frequently provide
or secure from another financial institution
irrevocable letters of credit or guarantees and give
the Fund the right to demand payment of the principal
amounts of the participation interests plus accrued
interest on short notice (usually within seven days).
The municipal securities subject to the participation
interests are not limited to the Fund's maximum
maturity requirements so long as the participation
interests include the right to demand payment from the
issuers of those interests. By purchasing
participation interests having a seven day demand
feature, the Fund is buying a security meeting the
maturity and quality requirements of the Fund and also
is receiving the tax-free benefits of the underlying
securities.
Municipal Leases
The Fund may purchase municipal securities in the form
of participation interests that represent an undivided
proportional interest in lease payments by a
governmental or nonprofit entity. The lease payments
and other rights under the lease provide for and
secure payments on the certificates. Lease obligations
may be limited by municipal charter or the nature of
the appropriation for the lease. Furthermore, a lease
may provide that the participants cannot accelerate
lease obligations upon default. The participants would
only be able to enforce lease payments as they became
due. In the event of a default or failure of
appropriation, unless the participation interests are
credit enhanced, it is unlikely that the participants
would be able to obtain an acceptable substitute
source of payment.
In determining the liquidity of municipal lease
securities, the investment adviser, under the
authority delegated by the Board of Trustees, will
base its determination on the following factors:
whether the lease can be terminated by the lessee; the
potential recovery, if any, from a sale of the leased
property upon termination of the lease; the lessee's
general credit strength (e.g., its debt,
administrative, economic and financial characteristics
and prospects); the likelihood that the lessee will
discontinue appropriating funding for the leased
property because the property is no longer deemed
essential to its operations (e.g., the potential for
an "event of non-appropriation"); and any credit
enhancement or legal recourse provided upon an event
of non-appropriation or other termination of the
lease.
When-Issued And Delayed Delivery Transactions
These transactions are made to secure what is
considered to be an advantageous price or yield for
the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid
assets of the Fund sufficient to make payment for the
securities to be purchased are segregated on the
Fund's records at the trade date. These assets are
marked to market daily and are maintained until the
transaction has been settled. The Fund does not intend
to engage in when-issued and delayed delivery
transactions to an extent that would cause the
segregation of more than 20% of the total value of its
assets.
Repurchase Agreements
Certain securities in which the Fund invests may be
purchased pursuant to repurchase agreements.
Repurchase agreements are arrangements in which banks,
brokers/dealers, and other recognized financial
institutions sell securities to the Fund and agree at
the time of sale to repurchase them at a mutually
agreed upon time and price. To the extent that the
seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase
price on any sale of such securities. The Fund or its
custodian will take possession of the securities
subject to repurchase agreements, and these securities
will be marked to market daily. In the event that a
defaulting seller filed for bankruptcy or became
insolvent, disposition of such securities by the Fund
might be delayed pending court action. The Fund
believes that under the regular procedures normally in
effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Fund and allow
retention or disposition of such securities. The Fund
will only enter into repurchase agreements with banks
and other recognized financial institutions, such as
broker/dealers, which are deemed by the Fund's adviser
to be creditworthy pursuant to guidelines established
by the Trustees.
Reverse Repurchase Agreements
The Fund may also enter into reverse repurchase
agreements. These transactions are similar to
borrowing cash. In a reverse repurchase agreement, the
Fund transfers possession of a portfolio instrument in
return for a percentage of the instrument's market
value in cash and agrees that on a stipulated date in
the future the Fund will repurchase the portfolio
instrument by remitting the original consideration
plus interest at an agreed upon rate. The use of
reverse repurchase agreements may enable the Fund to
avoid selling portfolio instruments at a time when a
sale may be deemed to be disadvantageous, but does not
ensure this result. When effecting reverse repurchase
agreements, liquid assets of the Fund, in a dollar
amount sufficient to make payment for the obligations
to be purchased, are: segregated on the Fund's records
at the trade date; marked to market daily; and
maintained until the transaction is settled.
Ohio Investment Risks
The Fund invests in obligations of Ohio (the "State")
issuers which result in the Fund's performance being
subject to risks associated with the overall
conditions present within the State. The following
information is a brief summary of the prevailing
economic conditions and general summary of the State's
financial condition. This information is based on
official statements relating to securities that are
believed to be reliable but should not be considered
as a complete description of all relevant information.
The State fully depleted the budget stabilization fund
that exceeded $300 million, to achieve balanced
budgets as a result of the most recent recession. The
State has acted promptly in addressing the fall in
revenue with an expansion of the sales tax base and
cuts in budgetary appropriations. As a result of
prudent financial management, the State restored $21
million to the Budget Stabilization Fund in Fiscal
1993. Reserves are still well below the levels of 1990
however.
The Ohio economy is largely composed of manufacturing
which is concentrated in the automobile sector and
other durable goods. The exposure to these industries,
particularly the auto sector, leaves the State
vulnerable to an economic slowdown associated with
business cycles. The State has diversified its economy
somewhat over the past decade with services and trade
compromising roughly 50% of the economy. Unemployment
in Ohio over the past two years has been below the
national average, but population growth as in many
great lakes states has been stagnated.
The overall condition of the State is further
demonstrated by its debt ratings. Ohio, rated Aaa by
Moody's Investors Service, Inc. in the 1970's, was
downgraded to Aa in 1979 and has maintained this
rating since the downgrade. Standard & Poor's Ratings
Group first rated the State in 1984 at AA; that has
remained unchanged.
The Fund's concentration in securities issued by the
State and its political subdivisions provides a
greater level of risk than a fund whose assets are
diversified across numerous states and municipal
issuers. The ability of the State or its
municipalities to meet their obligations will depend
on the availability of tax and other revenues;
economic, political, and demographic conditions within
the State; and the underlying fiscal condition of the
State, its counties, and its municipalities.
Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or
      purchase any securities on margin but may obtain
      such short-term credits as are necessary for the
      clearance of transactions.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities except
      that the Fund may borrow money and engage in
      reverse repurchase agreements in amounts up to
      one-third of the value of its total assets,
      including the amounts borrowed.
      The Fund will not borrow money or engage in
      reverse repurchase agreements for investment
      leverage, but rather as a temporary,
      extraordinary or emergency measure or to
      facilitate management of the portfolio by
      enabling the Fund to meet redemption requests
      when the liquidation of portfolio securities is
      deemed to be inconvenient or disadvantageous.
      The Fund will not purchase any securities while
      borrowings in excess of 5% of its total assets
      are outstanding. During the period any reverse
      repurchase agreements are outstanding,
      the Fund will restrict the purchase of portfolio
      securities to money market instruments maturing
      on or before the expiration date of the reverse
      repurchase agreements, but only to the extent
      necessary to assure completion of the reverse
      repurchase agreements.
   Pledging Assets
      The Fund will not mortgage, pledge, or
      hypothecate any assets except to secure
      permitted borrowings. In those cases, it may
      pledge assets having a market value not
      exceeding the lesser of the dollar amounts
      borrowed or 15% of the value of total assets at
      the time of the pledge.
   Lending Cash or Securities
      The Fund will not lend any of its assets except
      that it may acquire publicly or nonpublicly
      issued Ohio municipal securities or temporary
      investments or enter into repurchase agreements,
      in accordance with its investment objective,
      policies, limitations, or Declaration of Trust.
   Investing in Commodities
      The Fund will not purchase or sell commodities,
      commodity contracts, or commodity futures
      contracts.
   Investing in Restricted Securities
      The Fund will not invest more than 10% of its
      net assets in securities subject to restrictions
      on resale under the Securities Act of 1933.
   Investing in Real Estate
      The Fund will not purchase or sell real estate
      or real estate limited partnerships, although it
      may invest in securities of issuers whose
      business involves the purchase or sale of real
      estate or in securities which are secured by
      real estate or interests in real estate.
   Underwriting
      The Fund will not underwrite any issue of
      securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in
      connection with the sale of securities in
      accordance with its investment objective,
      policies, and limitations.
   Concentration of Investments
      The Fund will not purchase securities if, as a
      result of such purchase, 25% or more of the
      value of its total assets would be invested in
      any one industry or in industrial development
      bonds or other securities, the interest upon
      which is paid from revenues of similar types of
      projects. However, the Fund may invest as
      temporary investments more than 25% of the value
      of its assets in cash or cash items, securities
      issued or guaranteed by the U.S. government, its
      agencies, or instrumentalities, or instruments
      secured by these money market instruments, such
      as repurchase agreements.
The above limitations cannot be changed without
shareholder approval. The following investment
limitations, however, may be changed by the Trustees
without shareholder approval. Shareholders will be
notified before any material change in these
limitations becomes effective.
   Investing in Illiquid Securities
      The Fund will not invest more than 10% of the
      value of its net assets in illiquid securities.
   Investing in Securities of Other Investment
   Companies
      The Fund will not purchase securities of other
      investment companies, except as part of a
      merger, consolidation, or other acquisition.
   Investing in New Issuers
      The Fund will not invest more than 5% of the
      value of its total assets in securities of
      issuers (including companies responsible for
      paying principal and interest on industrial
      development bonds) which have records of less
      than three years of continuous operations,
      including the operation of any predecessor.
   Investing for Control
      The Fund will not invest in securities of a
      company for the purpose of exercising control or
      management.
   Investing in Issuers Whose Securities Are Owned by
   Officers and Trustees of the Trust
      The Fund will not purchase or retain the
      securities of any issuer if the Officers and
      Trustees of the Trust or its investment adviser,
      owning individually more than .50 of 1% of the
      issuer's securities, together own more than 5%
      of the issuer's securities.
   Investing in Options
      The Fund will not invest in puts, calls,
      straddles, spreads, or any combination of them.
   Investing in Minerals
      The Fund will not purchase or sell interests in
      oil, gas, or other mineral exploration or
      development programs or leases, although it may
      purchase the securities of issuers which invest
      in or sponsor such programs.
For purposes of the above limitations, the Fund
considers instruments issued by a U.S. branch of a
domestic bank or savings and loan having capital,
surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash
items." Except with respect to borrowing money, if a
percentage limitation is adhered to at the time of
investment, a later increase or decrease in percentage
resulting from any change in value or net assets will
not result in a violation of such limitation.
The Fund did not borrow money or pledge securities in
excess of 5% of the value of its net assets during the
last fiscal year and has no present intent to do so
during the coming fiscal year.
Brokerage Transactions
When selecting brokers and dealers to handle the
purchase and sale of portfolio instruments, the
adviser looks for prompt execution of the order at a
favorable price. In working with dealers, the adviser
will generally use those who are recognized dealers in
specific portfolio instruments, except when a better
price and execution of the order can be obtained
elsewhere. The adviser makes decisions on portfolio
transactions and selects brokers and dealers subject
to guidelines established by the Board of Trustees.
The adviser may select brokers and dealers who offer
brokerage and research services. These services may be
furnished directly to the Fund or to the adviser and
may include: advice as to the advisability of
investing in securities; security analysis and
reports; economic studies; industry studies; receipt
of quotations for portfolio evaluations; and similar
services. Research services provided by brokers and
dealers may be used by the adviser or its affiliates
in advising the Trust and other accounts. To the
extent that receipt of these services may supplant
services for which the adviser or its affiliates might
otherwise have paid, it would tend to reduce their
expenses. The adviser and its affiliates exercise
reasonable business judgment in selecting brokers who
offer brokerage and research services to execute
securities transactions. They determine in good faith
that commissions charged by such persons are
reasonable in relationship to the value of the
brokerage and research services provided. During the
fiscal years ended October 31, 1994, 1993 and 1992,
the Fund paid no brokerage commissions.
Although investment decisions for the Fund are made
independently from those of the other accounts managed
by the adviser, investments of the type the Fund may
make may also be made by those other accounts. When
the Fund and one or more other accounts managed by the
adviser are prepared to invest in, or desire to
dispose of, the same security, available investments
or opportunities for sales will be allocated in a
manner believed by the adviser to be equitable to
each. In some cases, this procedure may adversely
affect the price paid or received by the Fund or the
size of the position obtained or disposed of by the
Fund. In other cases, however, it is believed that
coordination and the ability to participate in volume
transactions will be to the benefit of the Fund.
Federated Municipal Trust Management
Officers and Trustees are listed with their
addresses, present positions with Federated Municipal
Trust, and principal occupations.

John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
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 Center
Pittsburgh, PA 15219

Trustee

Director, Oberg Manufacturing Co.; Chairman of
the Board, Children's Hospital of Pittsburgh;
Director, Trustee or Managing General Partner of
the Funds; formerly, Senior Partner, Ernst &
Young LLP.

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
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
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
Trustee
Attorney-at-law; Director, The Emerging Germany Fund,
Inc.; Director, Trustee, or Managing General Partner
of the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.

Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
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.@
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and
Flaherty; Director, Eat'N Park Restaurants, Inc., and
Statewide Settlement Agency, Inc.; Director, Trustee,
or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.

Peter E. Madden
225 Franklin Street
Boston, MA
Trustee
Consultant; State Representative, Commonwealth of
Massachusetts; Director, Trustee, or Managing General
Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston
Corporation and Trustee, Lahey Clinic Foundation, Inc.

Gregor F. Meyer
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and
Flaherty; Chairman, Meritcare, Inc.; Director, Eat'N
Park Restaurants, Inc.; Director, Trustee, or Managing
General Partner of the Funds; formerly, Vice Chairman,
Horizon Financial, F.A.


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
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
Trustee
Public relations/marketing consultant; Director,
Trustee, or Managing General Partner of the Funds.

Glen R. Johnson*
Federated Investors Tower
Pittsburgh, PA
President and Trustee
Trustee, Federated Investors; President and/or Trustee
of some of the Funds; staff member, Federated
Securities Corp. and Federated Administrative
Services.

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
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
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
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
Vice President and Secretary
Vice President, Secretary, General Counsel, and
Trustee, Federated Investors; Vice President,
Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Vice President and
Secretary, Federated Research Corp. and Passport
Research, Ltd.; Trustee, Federated Services Company;
Executive Vice President, Secretary, and Trustee,
Federated Administrative Services; Secretary and
Trustee, Federated Shareholder Services; Executive
Vice President and Director, Federated Securities
Corp.; Vice President and Secretary of the Funds.

     * This Trustee is deemed to be an "interested
        person" as defined in the Investment Company
        Act of 1940, as amended.
     @ Member of the Executive Committee. The
        Executive Committee of the Board of Trustees
        handles the responsibilities of the Board of
        Trustees between meetings of the Board.
The Funds
As referred to in the list of Trustees and Officers,
"Funds" includes the following investment companies:
American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust;
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 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; The Medalist Funds; Money
Market Management, Inc.; Money Market Obligations
Trust; Money Market Trust; Municipal Securities Income
Trust; 111 Corcoran Funds; Peachtree Funds; The
Planters Funds; Portage Funds; RIMCO Monument Funds;
The Shawmut Funds; Short-Term Municipal Trust; Star
Funds; The Starburst Funds; The Starburst Funds II;
Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For
Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury
Obligations; World Investment Series, Inc.
Share Ownership
Officers and Trustees own less than 1% of the Trust's
outstanding shares.
As of January 10, 1995, the following shareholder(s)
of record owned 5% or more of the outstanding Cash II
Shares of the Fund: First National Bank of Ohio,
Akron, Ohio, owned approximately 9,507,588 shares
(6.04%), Gradison & Company Inc., Cincinnati, Ohio,
owned approximately 118,442,434 shares (75.25%), and
Chempower, Inc., Akron, Ohio, owned 9,006,541 shares
(5.72%).
As of January 10, 1995, the following shareholder(s)
of record owned 5% or more of the outstanding
Institutional Shares of the Fund: Society Asset
Management, Inc., owned approximately 8,699,638 shares
(12.24%), Mahoning National Bank, Youngstown, Ohio,
owned approximately 4,156,557 shares (5.85%), Panabco,
Newark, Ohio, owned approximately 6,096,152 shares
(8.58%), Society Bank, Dayton, Ohio, owned
approximately 9,323,217 shares (13.12%), Parcol & Co.,
Akron, Ohio owned approximately 12,058,445 shares
(16.97%), Grand Old Co., Zanesville, Ohio, owned
approximately 3,871,467 shares (5.45%), DEFCO,
Defiance, Ohio, owned approximately 4,005,881 shares
(5.63%), and SNBSO & Co., Springfield, Ohio owned
approximately 4,875,068 shares (6.86%).
Trustees Compensation

                      AGGREGATE            TOTAL COMPENSATION PAID
NAME ,              COMPENSATION               TO TRUSTEES FROM
POSITION WITH            FROM                       TRUST
TRUST                   TRUST#                AND 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


#The aggregate compensation is provided for the Trust
which is comprised of 13 portfolios.
Trustee Liability
The Declaration of Trust provides that the Trustees
will not be liable for errors of judgment or mistakes
of fact or law. However, they are not protected
against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties
involved in the conduct of their office.
Investment Advisory Services
Investment Adviser
The Fund's investment adviser is Federated Management.
It is a subsidiary of Federated Investors. All the
voting securities of Federated Investors are owned by
a trust, the trustees of which are John F. Donahue,
his wife and his son, J. Christopher Donahue.
The adviser shall not be liable to Trust, the Fund, or
any shareholder of the Fund for any losses that may be
sustained in the purchase, holding, or sale of any
security or for anything done or omitted by it, except
acts or omissions involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the
duties imposed upon it by its contract with the Trust.
Advisory Fees
For its advisory services, Federated Management
receives an annual investment advisory fee as
described in the prospectus.
For the fiscal years ended October 31, 1994, 1993, and
1992, the adviser earned $818,742, $813,048, and
$681,466, respectively, of which $133,035, $392,961,
and $422,901, respectively, was voluntarily waived.
   State Expense Limitations
      The adviser has undertaken to comply with the
      expense limitations established by certain
      states for investment companies whose shares are
      registered for sale in those states. If the
      Fund's normal operating expenses (including the
      investment advisory fee, but not including
      brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2-1/2% per year
      of the first $30 million of average net assets,
      2% per year of the next $70 million of average
      net assets, and 1-1/2% per year of the remaining
      average net assets, the adviser will reimburse
      the Fund for its expenses over the limitation.
      If the Fund's monthly projected operating
      expenses exceed this limitation, the investment
      advisory fee paid will be reduced by the amount
      of the excess, subject to an annual adjustment.
      If the expense limitation is exceeded, the
      amount to be reimbursed by the adviser will be
      limited, in any single fiscal year, by the
      amount of the investment advisory fees.
      This arrangement is not part of the advisory
      contract and may be amended or rescinded in the
      future.
Fund Administration
Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel
and services to the Fund for a fee as described in the
prospectus. Prior to March 1, 1994, Federated
Administrative Services, Inc., also a subsidiary of
Federated Investors, served as the Fund's
Administrator. (For purposes of this Statement of
Additional Information, Federated Administrative
Services and Federated Administrative Services, Inc.
may hereinafter collectively be referred to as the
"Administrators".) For the fiscal year ended October
31, 1994, the Administrators collectively earned $
209,077. For the fiscal years ended October 31, 1993
and 1992, Federated Administrative Services, Inc.
earned $325,056 and $267,671, respectively. Dr. Henry
J. Gailliot, an officer of Federated Management, the
adviser to the Fund, holds approximately 20% of the
outstanding common stock and serves as a director of
Commercial Data Services, Inc., a company which
provides computer processing services to Federated
Administrative Services.
Custodian and Portfolio Recordkeeper.  State Street
Bank and Trust Company, Boston, MA is custodian for
the securities and cash of the Fund. It also provides
certain accounting and recordkeeping services with
respect to the Fund's portfolio investments.
Transfer Agent.  As transfer agent, Federated Services
Company maintains all necessary shareholder records.
For its services, the transfer agent receives a fee
based on size, type and number of accounts and
transactions made by shareholders.
Distribution and Shareholder Services Plans
With respect to Cash II Shares, the Fund has adopted a
Distribution Plan pursuant to Rule 12b-1 which was
promulgated by the Securities and Exchange Commission
pursuant to the Investment Company Act of 1940.
Additionally, the Fund has adopted a Shareholder
Service Plan with respect to both Cash II Shares and
Institutional Shares.
These arrangements permit the payment of fees to
financial institutions to stimulate distribution
activities and services to shareholders provided by a
representative who has knowledge of the shareholder's
particular circumstances and goals. These activities
and services may include, but are not limited to,
marketing efforts; providing office space, equipment,
telephone facilities, and various clerical,
supervisory, computer, and other personnel as
necessary or beneficial to establish and maintain
shareholder accounts and records; processing purchase
and redemption transactions and automatic investments
of client account cash balances; answering routine
client inquiries; and assisting clients in changing
dividend options, account designations, and addresses.
By adopting the Distribution Plan, the Board of
Trustees expects that the Fund will be able to achieve
a more predictable flow of cash for investment
purposes and to meet redemptions. This will facilitate
more efficient portfolio management and assist the
Fund in pursuing its investment objectives. By
identifying potential investors whose needs are served
by the Fund's objectives, and properly servicing these
accounts, it may be possible to curb sharp
fluctuations in rates of redemptions and sales.
Other benefits, which may be realized under either
arrangement, may include: (1) providing personal
services to shareholders; (2) investing shareholder
assets with a minimum of delay and administrative
detail; (3) enhancing shareholder recordkeeping
systems; and (4) responding promptly to shareholders'
requests and inquiries concerning their accounts.
For the fiscal period ending October 31, 1994,
payments in the amount of $415,490 were made pursuant
to the Distribution Plan, all of which was paid to
financial institutions. In addition, for this period,
payments in the amount of $234,497 were made pursuant
to the Shareholder Services Plan on behalf of Cash II
Shares.
Determining Net Asset Value
The Trustees have decided that the best method for
determining the value of portfolio instruments is
amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as
adjusted for amortization of premium or accumulation
of discount rather than at current market value.
Accordingly, neither the amount of daily income nor
the net asset value is affected by any unrealized
appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated
daily yield on shares of the Fund computed by dividing
the annualized daily income on the Fund's portfolio by
the net asset value computed as above may tend to be
higher than a similar computation made by using a
method of valuation based upon market prices and
estimates. In periods of rising interest rates, the
opposite may be true.
The Fund's use of the amortized cost method of valuing
portfolio instruments depends on its compliance with
certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission
under the Investment Company Act of 1940. Under the
Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value
per share, as computed for purposes of distribution
and redemption, at $1.00 per share, taking into
account current market conditions and the Fund's
investment objective. The procedures include
monitoring the relationship between the amortized cost
value per share and the net asset value per share
based upon available indications of market value. The
Trustees will decide what, if any, steps should be
taken if there is a difference of more than 0.5 of 1%
between the two values. The Trustees will take any
steps they consider appropriate (such as redemption in
kind or shortening the average portfolio maturity) to
minimize any material dilution or other unfair results
arising from differences between the two methods of
determining net asset value.
Redemption in Kind
The Fund is obligated to redeem shares solely in cash
up to $250,000 or 1% of the Fund's net asset value,
whichever is less, for any one shareholder within a 90-
day period. Any redemption beyond this amount will
also be in cash unless the Trustees determine that
further payments should be in kind. In such cases, the
Fund will pay all or a portion of the remainder of the
redemption in portfolio instruments valued in the same
way as the Fund determines net asset value. The
portfolio instruments will be selected in a manner
that the Trustees deem fair and equitable. Redemption
in kind is not as liquid as a cash redemption. If
redemption is made in kind, shareholders who sell
these securities could receive less than the
redemption value and could incur certain transaction
costs.
The Fund's Tax Status
To qualify for the special tax treatment afforded to
regulated investment companies, the Fund must, among
other requirements: derive at least 90% of its gross
income from dividends, interest, and gains from the
sale of securities; derive less than 30% of its gross
income from the sale of securities held less than
three months; invest in securities within certain
statutory limits; and distribute to its shareholders
at least 90% of its net income earned during the year.
Performance Information
Performance depends upon such variables as: portfolio
quality; average portfolio maturity; type of
instruments in which the portfolio is invested;
changes in interest rates; changes in expenses; and
the relative amount of cash flow. To the extent that
financial institutions and broker/dealers charge fees
in connection with services provided in conjunction
with an investment in shares of the Fund, the
performance will be reduced for those shareholders
paying those fees.
Yield
The Fund calculates its yield based upon the seven
days ending on the day of the calculation, called the
"base period." This yield is computed by: determining
the net change in the value of a hypothetical account
with a balance of one share at the beginning of the
base period, with the net change excluding capital
changes but including the value of any additional
shares purchased with dividends earned from the
original one share and all dividends declared on the
original and any purchased shares; dividing the net
change in the account's value by the value of the
account at the beginning of the base period to
determine the base period return; and multiplying the
base period return by 365/7.
For the seven-day period ended October 31, 1994, the
yields for Cash II Shares and Institutional Shares
were 2.64% and 2.94% , respectively.
Effective Yield
The Fund calculates its effective yield by compounding
the unannualized base period return by: adding 1 to
the base period return; raising the sum to the 365/7th
power; and subtracting 1 from the result.
For the seven-day period ended October 31, 1994, the
effective yields for Cash II Shares and Institutional
Shares were 2.68% and 2.98%, respectively.
Tax-Equivalent Yield
The tax-equivalent yield of the Fund is calculated
similarly to the yield but is adjusted to reflect the
taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a 39.6% tax rate (the
maximum effective federal rate for individuals) and
assuming that income is 100% exempt.
For the seven-day period ended October 31, 1994, the
tax-equivalent yields for Cash II Shares and
Institutional Shares were 4.99% and 5.56%,
respectively.
Tax-Equivalency Tables
A tax-equivalency table may be used in advertising and
sales literature. The interest earned by the municipal
securities in the Fund's portfolio generally remains
free from federal regular income tax,* and is often
free from state and local taxes as well. As the table
below indicates, a "tax-free" investment can be an
attractive choice for investors, particularly in times
of narrow spreads between tax-free and taxable yields.
TAXABLE YIELD EQUIVALENT FOR 1995
     STATE OF OHIO
     FEDERAL TAX BRACKET:
                15.00%     28.00%      31.00%       36.00%        39.60%
     
     COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
                19.475%    33.201%     37.900%      43.500%       47.100%
     SINGLE       $1-    $23,351-    $56,551-    $117,951-       OVER
     RETURN    23,350     56,550     117,950      256,500       256,500
     
     TAX-EXEMPT
     YIELD                   TAXABLE YIELD
     EQUIVALENT
     
      1.50%      1.86%      2.25%       2.42%        2.65%         2.84%
      2.00%      2.48%      2.99%       3.22%        3.54%         3.78%
      2.50%      3.10%      3.74%       4.03%        4.42%         4.73%
      3.00%      3.72%      4.49%       4.83%        5.31%         5.67%
      3.50%      4.35%      5.24%       5.64%        6.19%         6.62%
      4.00%      4.97%      5.99%       6.44%        7.08%         7.56%
      4.50%      5.59%      6.74%       7.25%        7.96%         8.51%
      5.00%      6.21%      7.49%       8.05%        8.85%         9.45%
      5.50%      6.83%      8.23%       8.86%        9.73%        10.40%
      6.00%      7.45%      8.98%       9.66%       10.62%        11.34%
     
     NOTE: THE MAXIMUM MARGINAL TAX RATE FOR EACH
     BRACKET WAS USED IN CALCULATING THE TAXABLE
     YIELD EQUIVALENT. FURTHERMORE, ADDITIONAL STATE
     AND LOCAL TAXES PAID ON COMPARABLE TAXABLE
     INVESTMENTS WERE NOT USED TO INCREASE FEDERAL
     DEDUCTIONS.
The chart above is for illustrative purposes only. It
is not an indicator of past or future performance of
the Fund.
*Some portion of the Fund's income may be subject to
the federal alternative minimum tax and state and
local taxes.
TAXABLE YIELD EQUIVALENT FOR 1995
     STATE OF OHIO
     FEDERAL TAX BRACKET:
                15.00%     28.00%      31.00%       36.00%        39.60%
     
     COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
                20.201%    34.900%     37.900%      43.500%       47.100%
     JOINT        $1-    $39,001-    $94,251-    $143,601-       OVER
     RETURN    39,000     94,250     143,600      256,500       256,500
     
     TAX-EXEMPT
     YIELD                   TAXABLE YIELD
     EQUIVALENT
     
      1.50%      1.86%      2.25%       2.42%        2.65%         2.84%
      2.00%      2.48%      2.99%       3.22%        3.54%         3.78%
      2.50%      3.10%      3.74%       4.03%        4.42%         4.73%
      3.00%      3.72%      4.49%       4.83%        5.31%         5.67%
      3.50%      4.35%      5.24%       5.64%        6.19%         6.62%
      4.00%      4.97%      5.99%       6.44%        7.08%         7.56%
      4.50%      5.59%      6.74%       7.25%        7.96%         8.51%
      5.00%      6.21%      7.49%       8.05%        8.85%         9.45%
      5.50%      6.83%      8.23%       8.86%        9.73%        10.40%
      6.00%      7.45%      8.98%       9.66%       10.62%        11.34%
     
     NOTE: THE MAXIMUM MARGINAL TAX RATE FOR EACH
     BRACKET WAS USED IN CALCULATING THE TAXABLE
     YIELD EQUIVALENT. FURTHERMORE, ADDITIONAL STATE
     AND LOCAL TAXES PAID ON COMPARABLE TAXABLE
     INVESTMENTS WERE NOT USED TO INCREASE FEDERAL
     DEDUCTIONS.
The chart above is for illustrative purposes only. It
is not an indicator of past or future performance of
the Fund.
*Some portion of the Fund's income may be subject to
the federal alternative minimum tax and state and
local taxes.
Total Return
Average annual total return is the average compounded
rate of return for a given period that would equate a
$1,000 initial investment to the ending redeemable
value of that investment. The ending redeemable value
is computed by multiplying the number of shares owned
at the end of the period by the net asset value per
share at the end of the period. The number of shares
owned at the end of the period is based on the number
of shares purchased at the beginning of the period
with $1,000, adjusted over the period by any
additional shares, assuming the monthly reinvestment
of all dividends and distributions.
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.
314229840
314229857
1030105B (2/95)
PENNSYLVANIA MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
CASH SERIES SHARES
PROSPECTUS

The Cash Series Shares of Pennsylvania Municipal Cash Trust (the "Fund") offered
by this prospectus represent interests in a non-diversified portfolio of
Federated Municipal Trust (the "Trust"), an open-end management investment
company (a mutual fund). The Fund invests in short-term Pennsylvania municipal
securities to achieve current income exempt from federal regular income tax and
the personal income taxes imposed by the Commonwealth of Pennsylvania consistent
with stability of principal.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE FUND
ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE
NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

This prospectus contains the information you should read and know before you
invest in the Fund. Keep this prospectus for future reference.

The Fund has also filed a Combined Statement of Additional Information dated
February 28, 1995, with the Securities and Exchange Commission. The information
contained in the Combined Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Combined 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 February 28, 1995

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--CASH SERIES SHARES                                       2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
  Pennsylvania Municipal Securities                                            6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7
  Regulatory Compliance                                                        8

TRUST INFORMATION                                                              8
- ------------------------------------------------------

  Management of the Trust                                                      8
  Distribution of Cash Series Shares                                           9
  Administration of the Fund                                                  10

NET ASSET VALUE                                                               10
- ------------------------------------------------------

HOW TO PURCHASE SHARES                                                        11
- ------------------------------------------------------

  Special Purchase Features                                                   12
HOW TO REDEEM SHARES                                                          12
- ------------------------------------------------------

  Special Redemption Features                                                 13

ACCOUNT INFORMATION                                                           13
- ------------------------------------------------------

  Dividends                                                                   13
  Capital Gains                                                               13
  Certificates and Confirmations                                              13
  Accounts with Low Balances                                                  14

SHAREHOLDER INFORMATION                                                       14
- ------------------------------------------------------

  Voting Rights                                                               14
  Massachusetts Partnership Law                                               14

TAX INFORMATION                                                               15
- ------------------------------------------------------

  Federal Income Tax                                                          15
  State and Local Taxes                                                       15

PERFORMANCE INFORMATION                                                       16
- ------------------------------------------------------

OTHER CLASSES OF SHARES                                                       16
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SERVICE SHARES                                                              17
- ------------------------------------------------------

ADDRESSES                                                                     18
- ------------------------------------------------------

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                                  <C>        <C>
                                                 CASH SERIES SHARES
                                          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 CASH SERIES SHARES OPERATING EXPENSES
                                       (As a percentage of average net assets)
Management Fee (after waiver) (1).........................................................................       0.49%
12b-1 Fee (after waiver) (2)..............................................................................       0.16%
Total Other Expenses......................................................................................       0.40%
    Shareholder Services Fee (after waiver) (3)................................................       0.24%
         Total Cash Series Shares Operating Expenses (4)..................................................       1.05%
</TABLE>

(1) The management fee has been reduced to reflect the voluntary waiver of a
    portion of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.50%.

(2) The maximum 12b-1 fee is 0.40%.

(3) The maximum shareholder services fee is 0.25%.

(4) The Total Cash Series Shares Operating Expenses in the table above are based
    on expenses expected during the fiscal year ending October 31, 1995. The
    Total Cash Series Shares Operating Expenses were 1.04% for the fiscal year
    ended October 31, 1994, and would have been 1.22% absent the voluntary
    waivers of a portion of the management fee and a portion of the 12b-1 fee.

    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Cash Series Shares 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.

<TABLE>
<CAPTION>
EXAMPLE                                                                     1 year     3 years    5 years   10 years
<S>                                                                        <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period.......     $11        $33        $58       $128
</TABLE>

    THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

    The information set forth in the foregoing table and example relates only to
Cash Series Shares of the Fund. The Fund also offers another class of shares
called Institutional Service Shares. Cash Series Shares and Institutional
Service Shares are subject to certain of the same expenses; however,
Institutional Service Shares are not subject to a 12b-1 fee. See "Other Classes
of Shares."


PENNSYLVANIA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--CASH SERIES SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                                YEAR ENDED OCTOBER 31,
<S>                                                                   <C>        <C>        <C>        <C>
                                                                        1994       1993       1992       1991*
NET ASSET VALUE, BEGINNING OF PERIOD                                  $    1.00  $    1.00  $    1.00  $    1.00
- --------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------
  Net investment income                                                    0.02       0.02       0.03       0.03
- --------------------------------------------------------------------  ---------  ---------  ---------  ---------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------
  Dividends to shareholders from net investment
  income                                                                  (0.02)     (0.02)     (0.03)     (0.03)
- --------------------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                        $    1.00  $    1.00  $    1.00  $    1.00
- --------------------------------------------------------------------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                                             1.84%      1.83%      2.67%      3.55%
- --------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------
  Expenses                                                                 1.04%      0.97%      0.96%      0.78%(b)
- --------------------------------------------------------------------
  Net investment income                                                    1.73%      1.88%      2.64%      3.92%(b)
- --------------------------------------------------------------------
  Expense waiver/reimbursement (a)                                         0.18%      0.12%      0.12%      0.28%(b)
- --------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------
  Net assets, end of period (000 omitted)                               $18,352    $18,561    $24,694    $19,846
- --------------------------------------------------------------------
</TABLE>

  * Reflects operations for the period from January 25, 1991 (date of initial
public offering) to October 31, 1991.

 ** Based on net asset value, which does not reflect the sales load or
    contingent deferred sales charge, if applicable.

 (a) This voluntary expense decrease is reflected in both the expense and net
     investment income ratios shown above.

(b) Computed on an annualized basis.


GENERAL INFORMATION
- --------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Cash Series Shares and Institutional
Service Shares. This prospectus relates only to Cash Series Shares of the Fund,
which are designed primarily for the retail customers of financial institutions
as a convenient means of accumulating an interest in a professionally managed,
non-diversified portfolio investing primarily in short-term Pennsylvania
municipal securities. The Fund may not be a suitable investment for retirement
plans or for non-Pennsylvania taxpayers because it invests in municipal
securities of Pennsylvania. A minimum initial investment of $10,000 over a
90-day period is required.

The Fund attempts to stabilize the value of a share at $1.00. Shares are
currently sold and redeemed at that price.

INVESTMENT INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The investment objective of the Fund is current income exempt from federal
regular income tax and the personal income taxes imposed by the Commonwealth of
Pennsylvania consistent with stability of principal. This investment objective
cannot be changed without shareholder approval. While there is no assurance that
the Fund will achieve its investment objective, it endeavors to do so by
following the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
Pennsylvania municipal securities (as defined below) maturing in 13 months or
less. As a matter of investment policy, which cannot be changed without
shareholder approval, at least 80% of the Fund's annual interest income will be
exempt from federal regular income tax and the personal income taxes imposed by
the Commonwealth of Pennsylvania. (Federal regular income tax does not include
the federal individual alternative minimum tax or the federal alternative
minimum tax for corporations.) The average maturity of the securities in the
Fund's portfolio, computed on a dollar-weighted basis, will be 90 days or less.
Unless indicated otherwise, the investment policies may be changed by the
Trustees without shareholder approval. Shareholders will be notified before any
material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS. The Fund invests primarily in debt obligations issued by
or on behalf of Pennsylvania and its political subdivisions and financing
authorities, and obligations of other states, territories, and possessions of
the United States, including the District of Columbia, and any political
subdivision or financing authority of any of these, the income from which is, in
the opinion of qualified legal counsel, exempt from federal regular income tax
and Pennsylvania state income


tax imposed upon non-corporate taxpayers ("Pennsylvania municipal securities").
Examples of Pennsylvania municipal securities include, but are not limited to:

       tax and revenue anticipation notes ("TRANs") issued to finance working
       capital needs in anticipation of receiving taxes or other revenues;

       bond anticipation notes ("BANs") that are intended to be refinanced
       through a later issuance of longer-term bonds;

       municipal commercial paper and other short-term notes;

       variable rate demand notes;

       municipal bonds (including bonds having serial maturities and
       pre-refunded bonds) and leases; and

       participation, trust and partnership interests in any of the foregoing
       obligations.

     VARIABLE RATE DEMAND NOTES.  Variable rate demand notes are long-term debt
     instruments that have variable or floating interest rates and provide the
     Fund with the right to tender the security for repurchase at its stated
     principal amount plus accrued interest. Such securities typically bear
     interest at a rate that is intended to cause the securities to trade at
     par. The interest rate may float or be adjusted at regular intervals
     (ranging from daily to annually), and is normally based on a published
     interest rate or interest rate index. Most variable rate demand notes allow
     the Fund to demand the repurchase of the security on not more than seven
     days prior notice. Other notes only permit the Fund to tender the security
     at the time of each interest rate adjustment or at other fixed intervals.
     See "Demand Features." The Fund treats variable rate demand notes as
     maturing on the later of the date of the next interest rate adjustment or
     the date on which the Fund may next tender the security for repurchase.

     PARTICIPATION INTERESTS.  The Fund may purchase interests in Pennsylvania
     municipal securities from financial institutions such as commercial and
     investment banks, savings 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 Pennsylvania municipal
     securities.

     MUNICIPAL LEASES.  Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities. They may take the form of a lease, an installment purchase
     contract, a conditional sales contract, or a participation interest in any
     of the above.

RATINGS. The Pennsylvania municipal 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 SECURITIES. As a matter of fundamental policy, 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 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 Pennsylvania
municipal securities is subject to the federal alternative minimum tax.

PENNSYLVANIA MUNICIPAL SECURITIES

Pennsylvania municipal securities are generally issued to finance public works,
such as airports, bridges, highways, housing, hospitals, mass transportation
projects, schools, streets, and water and sewer works. They are also issued to
repay outstanding obligations, to raise funds for general operating expenses,
and to make loans to other public institutions and facilities.

Pennsylvania municipal securities include industrial development bonds issued by
or on behalf of public authorities to provide financing aid to acquire sites or
construct and equip facilities for privately or publicly owned corporations. The
availability of this financing encourages these corporations to locate within
the sponsoring communities and thereby increases local employment.

The two principal classifications of Pennsylvania municipal securities are
"general obligation" and "revenue" bonds. General obligation bonds are secured
by the issuer's pledge of its full faith and credit and taxing power for the
payment of principal and interest. Interest on and principal of revenue bonds,
however, are payable only from the revenue generated by the facility financed by
the bond or other specified sources of revenue. Revenue bonds do not represent a
pledge of credit or create any debt of or charge against the general revenues of
a municipality or public authority. Industrial development bonds are typically
classified as revenue bonds.

INVESTMENT RISKS

Yields on Pennsylvania municipal securities depend on a variety of factors,
including: the general conditions of the short-term municipal note market and
of the municipal bond market; the size of the particular offering; the maturity
of the obligations; and the rating of the issue. The ability of the Fund to
achieve its investment objective also depends on the continuing ability of the
issuers of Pennsylvania municipal securities and participation interests, or
the credit enhancers of either, to meet their obligations for the payment of
interest and principal when due. In addition, from time to time, the supply of
Pennsylvania municipal securities acceptable for purchase by the Fund could
become limited.

The Fund may invest in Pennsylvania municipal securities which are repayable out
of revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in these
Pennsylvania municipal securities could involve an increased risk to the Fund
should any of these related projects or facilities experience financial
difficulties.

Obligations of issuers of Pennsylvania Municipal Securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.

NON-DIVERSIFICATION

The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

However, the Fund intends to comply with Subchapter M of the Internal Revenue
Code. This undertaking requires that, at the end of each quarter of each taxable
year, with regard to at least 50% of the Fund's total assets, no more than 5% of
its total assets are invested in the securities of a single issuer and that with
respect to the remainder of the Fund's total assets, no more than 25% of its
total assets are invested in the securities of a single issuer.

INVESTMENT LIMITATIONS

The Fund will not borrow money or pledge securities except, under certain
circumstances, the Fund may borrow up to one-third of the value of its total
assets and pledge up to 15% of the value of total assets to secure such
borrowings.

The Fund will invest in securities for income earnings rather than trading for
profit. The Fund will not vary its investments, except to: (i) eliminate unsafe
investments and investments not consistent with the preservation of the capital
or the tax status of the investments of the Fund; (ii) honor redemption orders,
meet anticipated redemption requirements, and negate gains from discount
purchases; (iii) maintain a constant net asset value per unit pursuant to, and
in compliance with, an order or rule of the United States Securities and
Exchange Commission; (iv) reinvest the earnings from securities in like
securities; or (v) defray normal administrative expenses (the "Pennsylvania
Investment Restrictions.")

The above investment limitations cannot be changed without shareholder approval.

As a matter of nonfundamental policy, the Fund will not invest more than 10% of
its net assets in illiquid securities.

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 Combined Statement of Additional Information, in order to
comply with applicable laws and regulations, including the provisions of and
regulations under the Investment Company Act of 1940, as amended. In particular,
the Fund will comply with the various requirements of Rule 2a-7, which regulates
money market mutual funds. The Fund will determine the effective maturity of its
investments, as well as its ability to consider a security as having received
the requisite short-term ratings by NRSROs, according to Rule 2a-7. The Fund may
change these operational policies to reflect changes in the laws and regulations
without the approval of its shareholders.

TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees. The Trustees are
responsible for managing the Trust's business affairs and for exercising all the
Trust's powers except those reserved for the shareholders. An Executive
Committee of the Board of Trustees handles the Board's responsibilities between
meetings of the Board.

INVESTMENT ADVISER. Investment decisions for the Fund are made by Federated
Management, the Fund's investment adviser, subject to direction by the Trustees.
The adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase and sale of portfolio instruments.

     ADVISORY FEES.  The adviser receives an annual investment advisory fee
     equal to .50 of 1% of the Fund's average daily net assets. The adviser has
     undertaken to reimburse the Fund up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     The adviser also may voluntarily choose to waive a portion of its fee or
     reimburse other expenses of the Fund, but reserves the right to terminate
     such waiver or reimbursement at any time at its sole discretion.

     ADVISER'S BACKGROUND.  Federated Management, a Delaware business trust,
     organized on April 11, 1989, is a registered investment adviser under the
     Investment Advisers Act of 1940. It is a subsidiary of Federated Investors.
     All of the Class A (voting) shares of Federated Investors are owned by a
     trust, the trustees of which are John F. Donahue, Chairman and Trustee of
     Federated Investors, Mr. Donahue's wife, and Mr. Donahue's son, J.
     Christopher Donahue, who is President and Trustee of Federated Investors.


     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. Total assets under management or
     administration by these and other subsidiaries of Federated Investors are
     approximately $70 billion. Federated Investors, which was founded in 1956
     as Federated Investors, Inc., develops and manages mutual funds primarily
     for the financial industry. Federated Investors' track record of
     competitive performance and its disciplined, risk averse investment
     philosophy serve approximately 3,500 client institutions nationwide.
     Through these same client institutions, individual shareholders also have
     access to this same level of investment expertise.

DISTRIBUTION OF CASH SERIES SHARES

Federated Securities Corp. is the principal distributor for Cash Series shares
of the Fund. It is a Pennsylvania corporation organized on November 14, 1969,
and is the principal distributor for a number of investment companies. Federated
Securities Corp. is a subsidiary of Federated Investors.

DISTRIBUTION AND SHAREHOLDER SERVICES PLANS. Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the Fund may pay to the distributor an amount, computed at an annual rate of .40
of 1% of the average daily net asset value of Cash Series Shares to finance any
activity which is principally intended to result in the sale of shares subject
to the Distribution Plan. The distributor may select financial institutions such
as banks, fiduciaries, custodians for public funds, investment advisers, and
broker/dealers to provide sales support services as agents for their clients or
customers. In addition, the Fund has adopted a Shareholder Services Plan (the
"Services Plan") under which it will pay Federated Shareholder Services, an
affiliate of Federated Investors, an amount not exceeding .25 of 1% of the
average daily net asset value of Cash Series Shares 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 it deems appropriate, the amounts
stated above may be reduced voluntarily.

Financial institutions will receive fees based upon shares owned by their
clients or customers. The schedules of such fees and the basis upon which such
fees will be paid will be determined from time to time by the Fund, the
distributor, or Federated Shareholder Services, as appropriate.

The Distribution Plan is a compensation-type plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amounts or may earn a profit from future payments made by the Fund
under the Distribution Plan.

SHAREHOLDER SERVICING ARRANGEMENTS. The distributor may also pay financial
institutions a fee for providing certain services to shareholders. This fee is
in addition to the amounts paid under the Distribution Plan and, if paid, will
be reimbursed by the adviser and not the Fund.


GLASS-STEAGALL ACT. The Glass-Steagall Act prohibits a depository institution
(such as a commercial bank or a savings and loan association) from being an
underwriter or distributor of most securities. In the event the Glass-Steagall
Act is deemed to prohibit depository institutions from acting in the
administrative capacities described above or should Congress relax current
restrictions on depository institutions, the Trustees will consider appropriate
changes in the administrative services.

State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to the Glass-Steagall Act and, therefore, banks and financial institutions may
be required to register as dealers pursuant to state law.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:

<TABLE>
<CAPTION>
   MAXIMUM FEE         AVERAGE AGGREGATE DAILY NET ASSETS
<S>                <C>
       .15 of 1%                    on the first $250 million
      .125 of 1%                     on the next $250 million
       .10 of 1%                     on the next $250 million
      .075 of 1%          on assets in excess of $750 million
</TABLE>

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. 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.

INDEPENDENT PUBLIC ACCOUNTANTS. The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The Fund attempts to stabilize the net asset value of Cash Series Shares at
$1.00 by valuing the portfolio securities using the amortized cost method. The
net asset value per share is determined by subtracting liabilities attributable
to Cash Series Shares from the value of Fund assets attributable to Cash Series
Shares, and dividing the remainder by the number of Cash Series 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., and 4:00 p.m.
(Eastern time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its net
asset value might be materially affected; (ii) days during which no shares are
tendered for redemption and no orders to purchase shares are received; or (iii)
the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

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: Pennsylvania Municipal Cash
Trust--Cash Series Shares; Fund Number (this number can be found on the account
statement or by contacting the Fund); Group Number or Order Number; Nominee or
Institution Name; and ABA Number 011000028. Shares cannot be purchased by wire
on holidays when wire transfers are restricted.

PURCHASING SHARES BY CHECK. Shares may be purchased by sending a check made
payable to Pennsylvania Municipal Cash Trust--Cash Series Shares to: Federated
Services Company, c/o State Street Bank and Trust Company, P.O. Box 8604,
Boston, MA 02266-8604. Orders by mail are considered received when payment by
check is converted into federal funds (normally the business day after the check
is received) and shares begin earning dividends the next day.

SPECIAL PURCHASE FEATURES

SYSTEMATIC INVESTMENT PROGRAM. A minimum of $100 can be automatically withdrawn
periodically from the shareholder's checking account at 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 a 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, c/o State Street Bank and Trust Company, P.O. Box
8604, Boston, MA 02266-8604. The written request should state: Pennsylvania
Municipal Cash Trust--Cash Series Shares; 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 firm of a
domestic stock exchange; or any other "eligible guarantor institution," as
defined in the Securities Exchange Act of 1934. The Fund does not accept
signatures guaranteed by a notary public.

SPECIAL REDEMPTION FEATURES

CHECK WRITING. Upon request, a checking account will be established to allow
shareholders to redeem their fund shares. 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 (except accounts maintained by
retirement plans) 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 all classes of
each portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. 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
Pennsylvania. Shareholders are urged to consult their own tax advisers regarding
the status of their accounts under state and local tax laws.

PENNSYLVANIA TAXES. The Fund received a ruling from the Commonwealth of
Pennsylvania Department of Revenue that interest or gain derived by the Fund
from obligations free from state taxation in Pennsylvania is not taxable on
pass-through to Fund shareholders for purposes of Pennsylvania personal income
taxes. This was based on the existence of the Pennsylvania Investment
Restrictions (see "Investment Limitations"). However, legislation enacted in
December 1993, eliminates the necessity of the Pennsylvania Investment
Restrictions. This legislation also generally repeals the Pennsylvania personal
income tax exemption for gains from the sale of tax-exempt obligations,
including the exemption for distributions from the Fund to the extent that they
are derived from gains from tax-exempt obligations. Fund shares are exempt from
personal property taxes imposed by counties in Pennsylvania to the extent that
the Fund invests in obligations that are exempt from such taxes.

In the opinion of Houston, Houston & Donnelly, counsel to the Fund, the Fund is
not subject to Pennsylvania corporate or personal property taxes.


PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From time to time the Fund advertises its yield, effective yield, and
tax-equivalent yield for Cash Series Shares.

Yield represents the annualized rate of income earned on an investment over a
seven-day period. It is the annualized dividends earned during the period on an
investment shown as a percentage of the investment. The effective yield is
calculated similarly to the yield, but when annualized, the income earned by an
investment is assumed to be reinvested daily. The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment. The tax-equivalent yield is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that would have to be earned to equal
Cash Series Shares' 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 Cash Series Shares after reinvesting all income distributions. It
is calculated by dividing that change by the initial investment and is expressed
as a percentage.

The performance figures will be calculated separately for each class of shares.
Because each class of shares is subject to different expenses, the yield,
effective yield, and tax-equivalent yield of Institutional Service Shares will
exceed the yield, effective yield, and tax-equivalent yield of Cash Series
Shares for the same period.

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare its
performance to certain indices.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund also offers the following class.

Institutional Service Shares are sold at net asset value primarily to financial
institutions acting in an agency capacity. Investments in Institutional Service
Shares are subject to a minimum initial investment of $25,000. Institutional
Service Shares are sold with no 12b-1 fees.

Financial institutions providing distribution or administrative services may
receive additional compensation depending upon which class of shares of the Fund
is sold. The distributor pays this compensation and is reimbursed from sources
other than the assets of the Fund.

The amount of dividends payable to shareholders of any particular class may be
more or less than that payable to the shareholders of any other class depending
upon the existence of and differences in class expenses, 12b-1 Plan expenses,
and Shareholder Services Plan expenses. The stated advisory fee is the same for
all classes of shares.


PENNSYLVANIA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31,
<S>                                                   <C>        <C>        <C>        <C>        <C>
                                                        1994       1993       1992       1991       1990*
NET ASSET VALUE, BEGINNING OF PERIOD                  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00
- ----------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------
  Net investment income                                    0.02       0.02       0.03       0.05       0.05
- ----------------------------------------------------  ---------  ---------  ---------  ---------  ---------
LESS DISTRIBUTIONS
- ----------------------------------------------------
  Dividends to shareholders from
  net investment income                                   (0.02)     (0.02)     (0.03)     (0.05)     (0.05)
- ----------------------------------------------------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                        $    1.00  $    1.00  $    1.00  $    1.00  $    1.00
- ----------------------------------------------------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                             2.25%      2.24%      3.08%      4.64%      5.78%
- ----------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------
  Expenses                                                 0.64%      0.57%      0.56%      0.55%      0.50%(b)
- ----------------------------------------------------
  Net investment income                                    2.19%      2.21%      3.04%      4.53%      5.56%(b)
- ----------------------------------------------------
  Expense waiver/reimbursement (a)                         0.02%      0.12%      0.12%      0.11%      0.18%(b)
- ----------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------
  Net assets, end of period (000 omitted)              $229,160   $318,518   $308,200   $317,165   $275,882
- ----------------------------------------------------
</TABLE>

  * Reflects operations for the period from November 21, 1989 (date of initial
    public investment) to October 31, 1990.

 ** Based on net asset value, which does not reflect the sales load or
    contingent deferred sales charge, if applicable.

 (a) This voluntary expense decrease is reflected in both the expense and net
     investment income ratios shown above.

(b) Computed on an annualized basis.

ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                                <C>
Pennsylvania Municipal Cash Trust
                    Cash Series Shares                                                 Federated Investors Tower
                                                                                       Pittsburgh, PA 15222-3779
- -----------------------------------------------------------------------------------------------------------------------

Distributor
                    Federated Securities Corp.                                         Federated Investors Tower
                                                                                       Pittsburgh, PA 15222-3779
- -----------------------------------------------------------------------------------------------------------------------

Investment Adviser
                    Federated Management                                               Federated Investors Tower
                                                                                       Pittsburgh, PA 15222-3779
- -----------------------------------------------------------------------------------------------------------------------

Custodian
                    State Street Bank and Trust Company                                P.O. Box 8604
                                                                                       Boston, MA 02266-8604
- -----------------------------------------------------------------------------------------------------------------------

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
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

PENNSYLVANIA MUNICIPAL
CASH TRUST
CASH SERIES SHARES
PROSPECTUS
A Non-Diversified Portfolio of
Federated Municipal Trust,
an Open-End Management
Investment Company

Prospectus dated February 28, 1995

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER
      PITTSBURGH, PA 15222-3779

314229881
9101005A-CSS (2/95)
PENNSYLVANIA MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SERVICE SHARES
PROSPECTUS

The Institutional Service Shares of Pennsylvania Municipal Cash Trust (the
"Fund") offered by this prospectus represent interests in a non-diversified
portfolio of Federated Municipal Trust (the "Trust"), an open-end management
investment company (a mutual fund). The Fund invests in short-term Pennsylvania
municipal securities to achieve current income exempt from federal regular
income tax and the personal income taxes imposed by the Commonwealth of
Pennsylvania consistent with stability of principal.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE FUND
ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE
NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

This prospectus contains the information you should read and know before you
invest in the Fund. Keep this prospectus for future reference.

The Fund has also filed a Combined Statement of Additional Information dated
February 28, 1995, with the Securities and Exchange Commission. The information
contained in the Combined Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Combined 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 February 28, 1995

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SERVICE SHARES                                                               2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
  Pennsylvania Municipal Securities                                            6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7
  Regulatory Compliance                                                        8

TRUST INFORMATION                                                              8
- ------------------------------------------------------

  Management of the Trust                                                      8
  Distribution of Institutional Service
     Shares                                                                    9
  Administration of the Fund                                                   9

NET ASSET VALUE                                                               10
- ------------------------------------------------------

INVESTING IN THE FUND                                                         11
- ------------------------------------------------------

  Share Purchases                                                             11
  Minimum Investment Required                                                 11
  Subaccounting Services                                                      11
  Certificates and Confirmations                                              12
  Dividends                                                                   12
  Capital Gains                                                               12

REDEEMING SHARES                                                              12
- ------------------------------------------------------

  By Mail                                                                     12
  Telephone Redemption                                                        13
  Accounts with Low Balances                                                  13

SHAREHOLDER INFORMATION                                                       14
- ------------------------------------------------------

  Voting Rights                                                               14
  Massachusetts Partnership Law                                               14

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  State and Local Taxes                                                       15

PERFORMANCE INFORMATION                                                       15
- ------------------------------------------------------

OTHER CLASSES OF SHARES                                                       16
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--CASH SERIES SHARES                                      17
- ------------------------------------------------------

ADDRESSES                                                                     18
- ------------------------------------------------------

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                                <C>        <C>
                                             INSTITUTIONAL SERVICE SHARES
                                           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 INSTITUTIONAL SERVICE SHARES OPERATING EXPENSES
                                        (As a percentage of average net assets)
Management Fee (after waiver) (1)...........................................................................      0.49%
12b-1 Fee...................................................................................................       None
Total Other Expenses........................................................................................      0.16%
    Shareholder Services Fee (after waiver) (2)..................................................      0.00%
         Total Institutional Service Shares Operating Expenses (3)..........................................  0.65%
</TABLE>

(1) The management fee has been reduced to reflect the voluntary waiver of a
    portion of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.50%.

(2) The maximum shareholder services fee is 0.25%.

(3) The Total Institutional Service Shares Operating Expenses in the table above
    are based on expenses expected during the fiscal year ending October 31,
    1995. The Total Institutional Service Shares Operating Expenses were 0.64%
    for the fiscal year ended October 31, 1994, and would have been 0.66% absent
    the voluntary waiver of a portion of the management fee.

    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Service Shares of
the Fund will bear, either directly or indirectly. For more complete
descriptions of the various costs and expenses, see "Investing in the Fund" and
"Trust Information." Wire-transferred redemptions of less than $5,000 may be
subject to additional fees.

<TABLE>
<CAPTION>
EXAMPLE                                                                     1 year     3 years    5 years   10 years
<S>                                                                        <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period.......     $7         $21        $36        $81
</TABLE>

    THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

    The information set forth in the foregoing table and example relates only to
Institutional Service Shares of the Fund. The Fund also offers another class of
shares called Cash Series Shares. Institutional Service Shares and Cash Series
Shares are subject to certain of the same expenses; however, Cash Series Shares
are subject to a 12b-1 fee of up to 0.40%. See "Other Classes of Shares."


PENNSYLVANIA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.
<TABLE>
<CAPTION>
                                                                             YEAR ENDED OCTOBER 31,
                                                                1994       1993       1992       1991       1990*
<S>                                                           <C>        <C>        <C>        <C>        <C>
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, BEGINNING OF PERIOD                          $    1.00  $    1.00  $    1.00  $    1.00  $    1.00
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------
  Net investment income                                            0.02       0.02       0.03       0.05       0.05
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
LESS DISTRIBUTIONS
- ------------------------------------------------------------
  Dividends to shareholders from net investment income            (0.02)     (0.02)     (0.03)     (0.05)     (0.05)
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                $    1.00  $    1.00  $    1.00  $    1.00  $    1.00
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                                     2.25%      2.24%      3.08%      4.64%      5.78%
- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------
  Expenses                                                         0.64%      0.57%      0.56%      0.55%      0.50%(b)
- ------------------------------------------------------------
  Net investment income                                            2.19%      2.21%      3.04%      4.53%      5.56%(b)
- ------------------------------------------------------------
  Expense waiver/reimbursement (a)                                 0.02%      0.12%      0.12%      0.11%      0.18%(b)
- ------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------
  Net assets, end of period (000 omitted)                       $229,160  $318,518   $308,200   $317,165   $275,882
- ------------------------------------------------------------
</TABLE>

  * Reflects operations for the period from November 21, 1989 (date of initial
    public investment) to October 31, 1990.

 ** Based on net asset value, which does not reflect the sales load or
    contingent deferred sales charge, if applicable.

 (a) This voluntary expense decrease is reflected in both the expense and net
     investment income ratios shown above.

(b) Computed on an annualized basis.

GENERAL INFORMATION
- --------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Institutional Service Shares and Cash
Series Shares. This prospectus relates only to Institutional Service Shares of
the Fund, which are designed primarily for financial institutions acting in an
agency capacity as a convenient means of accumulating an interest in a
professionally managed, non-diversified portfolio investing primarily in
short-term Pennsylvania municipal securities. The Fund may not be a suitable
investment for retirement plans or for non-Pennsylvania taxpayers because it
invests in municipal securities of Pennsylvania. A minimum initial investment of
$25,000 over a 90-day period is required.

The Fund attempts to stabilize the value of a share at $1.00. Shares are
currently sold and redeemed at that price.

INVESTMENT INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The investment objective of the Fund is current income exempt from federal
regular income tax and the personal income taxes imposed by the Commonwealth of
Pennsylvania consistent with stability of principal. This investment objective
cannot be changed without shareholder approval. While there is no assurance that
the Fund will achieve its investment objective, it endeavors to do so by
following the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
Pennsylvania municipal securities (as defined below) maturing in 13 months or
less. As a matter of investment policy, which cannot be changed without
shareholder approval, at least 80% of the Fund's annual interest income will be
exempt from federal regular income tax and the personal income taxes imposed by
the Commonwealth of Pennsylvania. (Federal regular income tax does not include
the federal individual alternative minimum tax or the federal alternative
minimum tax for corporations.) The average maturity of the securities in the
Fund's portfolio, computed on a dollar-weighted basis, will be 90 days or less.
Unless indicated otherwise, the investment policies may be changed by the
Trustees without shareholder approval. Shareholders will be notified before any
material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS. The Fund invests primarily in debt obligations issued by
or on behalf of Pennsylvania and its political subdivisions and financing
authorities, and obligations of other states, territories, and possessions of
the United States, including the District of Columbia, and any political
subdivision or financing authority of any of these, the income from which is, in
the opinion of qualified legal counsel, exempt from federal regular income tax
and Pennsylvania state income


tax imposed upon non-corporate taxpayers ("Pennsylvania municipal securities").
Examples of Pennsylvania municipal securities include, but are not limited to:

       tax and revenue anticipation notes ("TRANs") issued to finance working
       capital needs in anticipation of receiving taxes or other revenues;

       bond anticipation notes ("BANs") that are intended to be refinanced
       through a later issuance of longer-term bonds;

       municipal commercial paper and other short-term notes;

       variable rate demand notes;

       municipal bonds (including bonds having serial maturities and
       pre-refunded bonds) and leases; and

       participation, trust and partnership interests in any of the foregoing
       obligations.

     VARIABLE RATE DEMAND NOTES.  Variable rate demand notes are long-term debt
     instruments that have variable or floating interest rates and provide the
     Fund with the right to tender the security for repurchase at its stated
     principal amount plus accrued interest. Such securities typically bear
     interest at a rate that is intended to cause the securities to trade at
     par. The interest rate may float or be adjusted at regular intervals
     (ranging from daily to annually), and is normally based on a published
     interest rate or interest rate index. Most variable rate demand notes allow
     the Fund to demand the repurchase of the security on not more than seven
     days prior notice. Other notes only permit the Fund to tender the security
     at the time of each interest rate adjustment or at other fixed intervals.
     See "Demand Features." The Fund treats variable rate demand notes as
     maturing on the later of the date of the next interest rate adjustment or
     the date on which the Fund may next tender the security for repurchase.

     PARTICIPATION INTERESTS.  The Fund may purchase interests in Pennsylvania
     municipal securities from financial institutions such as commercial and
     investment banks, savings 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 Pennsylvania municipal
     securities.

     MUNICIPAL LEASES.  Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities. They may take the form of a lease, an installment purchase
     contract, a conditional sales contract, or a participation interest in any
     of the above.

RATINGS. The Pennsylvania municipal 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 SECURITIES. As a matter of fundamental policy, 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 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 Pennsylvania
municipal securities is subject to the federal alternative minimum tax.

PENNSYLVANIA MUNICIPAL SECURITIES

Pennsylvania municipal securities are generally issued to finance public works,
such as airports, bridges, highways, housing, hospitals, mass transportation
projects, schools, streets, and water and sewer works. They are also issued to
repay outstanding obligations, to raise funds for general operating expenses,
and to make loans to other public institutions and facilities.

Pennsylvania municipal securities include industrial development bonds issued by
or on behalf of public authorities to provide financing aid to acquire sites or
construct and equip facilities for privately or publicly owned corporations. The
availability of this financing encourages these corporations to locate within
the sponsoring communities and thereby increases local employment.

The two principal classifications of Pennsylvania municipal securities are
"general obligation" and "revenue" bonds. General obligation bonds are secured
by the issuer's pledge of its full faith and credit and taxing power for the
payment of principal and interest. Interest on and principal of revenue bonds,
however, are payable only from the revenue generated by the facility financed by
the bond or other specified sources of revenue. Revenue bonds do not represent a
pledge of credit or create any debt of or charge against the general revenues of
a municipality or public authority. Industrial development bonds are typically
classified as revenue bonds.

INVESTMENT RISKS

Yields on Pennsylvania municipal securities depend on a variety of factors,
including: the general conditions of the short-term municipal note market and of
the municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of the Fund to achieve
its investment objective also depends on the continuing ability of the issuers
of Pennsylvania municipal securities and participation interests, or the credit
enhancers of either, to meet their obligations for the payment of interest and
principal when due. In addition, from time to time, the supply of Pennsylvania
municipal securities acceptable for purchase by the Fund could become limited.


The Fund may invest in Pennsylvania municipal securities which are repayable out
of revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in these
Pennsylvania municipal securities could involve an increased risk to the Fund
should any of these related projects or facilities experience financial
difficulties.

Obligations of issuers of Pennsylvania municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.

NON-DIVERSIFICATION

The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

However, the Fund intends to comply with Subchapter M of the Internal Revenue
Code. This undertaking requires that, at the end of each quarter of each taxable
year, with regard to at least 50% of the Fund's total assets, no more than 5% of
its total assets are invested in the securities of a single issuer and that with
respect to the remainder of the Fund's total assets, no more than 25% of its
total assets are invested in the securities of a single issuer.

INVESTMENT LIMITATIONS

The Fund will not borrow money or pledge securities except, under certain
circumstances, the Fund may borrow up to one-third of the value of its total
assets and pledge up to 15% of the value of total assets to secure such
borrowings.

The Fund will invest in securities for income earnings rather than trading for
profit. The Fund will not vary its investments, except to: (i) eliminate unsafe
investments and investments not consistent with the preservation of the capital
or the tax status of the investments of the Fund; (ii) honor redemption orders,
meet anticipated redemption requirements, and negate gains from discount
purchases; (iii) maintain a constant net asset value per unit pursuant to, and
in compliance with, an order or rule of the United States Securities and
Exchange Commission; (iv) reinvest the earnings from securities in like
securities; or (v) defray normal administrative expenses (the "Pennsylvania
Investment Restrictions.")

The above investment limitations cannot be changed without shareholder approval.

As a matter of nonfundamental policy, the Fund will not invest more than 10% of
its net assets in illiquid securities.

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 Combined Statement of Additional Information, in order to
comply with applicable laws and regulations, including the provisions of and
regulations under the Investment Company Act of 1940, as amended. In particular,
the Fund will comply with the various requirements of Rule 2a-7, which regulates
money market mutual funds. The Fund will determine the effective maturity of its
investments, as well as its ability to consider a security as having received
the requisite short-term ratings by NRSROs, according to Rule 2a-7. The Fund may
change these operational policies to reflect changes in the laws and regulations
without the approval of its shareholders.

TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees. The Trustees are
responsible for managing the Trust's business affairs and for exercising all the
Trust's powers except those reserved for the shareholders. An Executive
Committee of the Board of Trustees handles the Board's responsibilities between
meetings of the Board.

INVESTMENT ADVISER. Investment decisions for the Fund are made by Federated
Management, the Fund's investment adviser, subject to direction by the Trustees.
The adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase and sale of portfolio instruments.

     ADVISORY FEES.  The adviser receives an annual investment advisory fee
     equal to .50 of 1% of the Fund's average daily net assets. The adviser has
     undertaken to reimburse the Fund up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     The adviser also may voluntarily choose to waive a portion of its fee or
     reimburse other expenses of the Fund, but reserves the right to terminate
     such waiver or reimbursement at any time at its sole discretion.

     ADVISER'S BACKGROUND.  Federated Management, a Delaware business trust,
     organized on April 11, 1989, is a registered investment adviser under the
     Investment Advisers Act of 1940. It is a subsidiary of Federated Investors.
     All of the Class A (voting) shares of Federated Investors are owned by a
     trust, the trustees of which are John F. Donahue, Chairman and Trustee of
     Federated Investors, Mr. Donahue's wife, and Mr. Donahue's son, J.
     Christopher Donahue, who is President and Trustee of Federated Investors.

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. Total assets under management or
     administration by these and other subsidiaries of Federated Investors are
     approximately $70 billion. Federated Investors, which was
     founded in 1956 as Federated Investors, Inc., develops and manages mutual
     funds primarily for the financial industry. Federated Investors' track
     record of competitive performance and its disciplined, risk averse
     investment philosophy serve approximately 3,500 client institutions
     nationwide. Through these same client institutions, individual shareholders
     also have access to this same level of investment expertise.

DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES

Federated Securities Corp. is the principal distributor for Institutional
Service Shares of the Fund. It is a Pennsylvania corporation organized on
November 14, 1969, and is the principal distributor for a number of investment
companies. Federated Securities Corp. is a subsidiary of Federated Investors.

SHAREHOLDER SERVICES PLAN. The Fund has adopted a Shareholder Services Plan (the
"Services Plan") under which it will pay Federated Shareholder Services, an
affiliate of Federated Investors, an amount not exceeding .25 of 1% of the
average daily net asset value of the Institutional Service Shares to provide
personal services and/or maintenance of shareholder accounts to the Fund and its
shareholders. From time to time and for such periods as deemed appropriate, the
amount stated above may be reduced voluntarily.

Federated Shareholder Services may elect to pay financial institutions fees
based upon shares owned by their clients or customers for services provided to
those clients or customers. The schedules of such fees and the basis upon which
such fees will be paid will be determined from time to time by Federated
Shareholder Services.

SHAREHOLDER SERVICING ARRANGEMENTS. The distributor may pay financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide certain services to shareholders. These
services may include, but are not limited to, distributing prospectuses and
other information, providing accounting assistance, and communicating or
facilitating purchases and redemptions of shares. Any fees paid for these
services by the distributor will be reimbursed by the adviser and not the Fund.

GLASS-STEAGALL ACT. The Glass-Steagall Act prohibits a depository institution
(such as a commercial bank or a savings and loan association) from being an
underwriter or distributor of most securities. In the event the Glass-Steagall
Act is deemed to prohibit depository institutions from acting in the
administrative capacities described above or should Congress relax current
restrictions on depository institutions, the Trustees will consider appropriate
changes in the administrative services.

State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to the Glass-Steagall Act and, therefore, banks and financial institutions may
be required to register as dealers pursuant to state law.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:

<TABLE>
<CAPTION>
   MAXIMUM FEE         AVERAGE AGGREGATE DAILY NET ASSETS
<S>                <C>
       .15 of 1%                    on the first $250 million
      .125 of 1%                     on the next $250 million
       .10 of 1%                     on the next $250 million
      .075 of 1%          on assets in excess of $750 million
</TABLE>

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. 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.

INDEPENDENT PUBLIC ACCOUNTANTS. The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The Fund attempts to stabilize the net asset value of Institutional Service
Shares at $1.00 by valuing the portfolio securities using the amortized cost
method. The net asset value per share is determined by subtracting liabilities
attributable to Institutional Service Shares from the value of Fund assets
attributable to Institutional Service Shares, and dividing the remainder by the
number of Institutional Service 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., and 4:00 p.m.
(Eastern time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its net
asset value might be materially affected; (ii) days during which no shares are
tendered for redemption and no orders to purchase shares are received; or (iii)
the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

INVESTING IN THE FUND
- --------------------------------------------------------------------------------

SHARE PURCHASES

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days on which the New York Stock
Exchange and the Federal Reserve Wire System are open for business. Shares may
be purchased either by wire or mail. The Fund reserves the right to reject any
purchase request.

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone.

BY WIRE. To purchase by Federal Reserve wire, call the Fund before 1:00 p.m.
(Eastern time) to place an order. The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) that
day. Federal funds should be wired as follows: Federated Services Company, c/o
State Street Bank and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit
to: Pennsylvania Municipal Cash Trust--Institutional Service Shares; Fund Number
(this number can be found on the account statement or by contacting the Fund);
Group Number or Order Number; Nominee or Institution Name; and ABA Number
011000028.

BY MAIL. To purchase by mail, send a check made payable to Pennsylvania
Municipal Cash Trust-- Institutional Service Shares to: Federated Service
Company, c/o State Street Bank and Trust Company, P.O. Box 8602, Boston, MA
02266-8602. Orders by mail are considered received when payment by check is
converted into federal funds. This is normally the next business day after the
check is received.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment is $25,000. However, an account may be opened
with a smaller amount as long as the minimum is reached within 90 days. Minimum
investments will be calculated by combining all accounts maintained with the
Fund. Financial institutions may impose different minimum investment
requirements on their customers.

SUBACCOUNTING SERVICES

Financial institutions are encouraged to open single master accounts. However,
certain financial institutions may wish to use the transfer agent's
subaccounting system to minimize their internal recordkeeping requirements. The
transfer agent charges a fee based on the level of subaccounting services
rendered. Financial institutions may charge or pass through subaccounting fees
as part of or in addition to normal trust or agency account fees. They may also
charge fees for other services provided which may be related to the ownership of
Fund shares. This prospectus should, therefore, be read together with any
agreement between the customer and the financial institution with regard to the
services provided, the fees charged for those services and any restrictions and
limitations imposed.

CERTIFICATES AND CONFIRMATIONS

As transfer agent for the Fund, Federated Services Company maintains a share
account for each shareholder. Share certificates are not issued unless requested
by contacting the Fund 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.


DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund. Shares purchased by wire before
1:00 p.m. (Eastern time) begin earning dividends that day. Shares purchased by
check begin earning dividends the day after the check is converted into federal
funds.

CAPITAL GAINS

The Fund does not expect to realize any capital gains or losses. If capital
gains or losses were to occur, they could result in an increase or decrease in
dividends. The Fund will distribute in cash or additional shares any realized
net long-term capital gains at least once every 12 months.

REDEEMING SHARES
- --------------------------------------------------------------------------------

Shares are redeemed at their net asset value next determined after Federated
Services Company receives the redemption request. Redemptions will be made on
days on which the Fund computes its net asset value. Redemption requests must be
received in proper form and can be made as described below.

BY MAIL

Shares may be redeemed by sending a written request to: Federated Services
Company, c/o State Street Bank and Trust Company, P.O. Box 8602, Boston, MA
02266-8602. The written request should state: Pennsylvania Municipal Cash
Trust--Institutional Service Shares; shareholder's name; the account number; and
the share or dollar amount requested. Sign the request exactly as the shares are
registered. Shareholders should call the Fund for assistance in redeeming by
mail.

If share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.

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 trust company or commercial bank whose deposits are insured by the Bank
       Insurance Fund which is administered by the Federal Deposit Insurance
       Corporation ("FDIC");

       a member of the New York, American, Boston, Midwest, or Pacific Stock
       Exchanges;

       a savings bank or savings and loan association whose deposits are insured
       by the Savings Association Insurance Fund, which is administered by the
       FDIC; or

       any other "eligible guarantor institution," as defined in the Securities
       Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

The Fund and the transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Fund may elect in the future to
limit eligible signature guarantors to institutions that are members of the
signature guarantee program. The Fund and its transfer agent reserve the right
to amend these standards at any time without notice.


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.

BY WRITING A CHECK. At the shareholder's request, State Street Bank and Trust
Company will establish a checking account for redeeming shares. For further
information, contact the Fund.

With this checking account, shares may be redeemed by writing a check for
$100.00 or more. The redemption will be made at the net asset value on the date
that the check is presented to the Fund. A check may not be written to close an
account. A shareholder may obtain cash by negotiating the check through the
shareholder's local bank. Checks should never be made payable or sent to State
Street Bank and Trust Company to redeem shares. Canceled checks are sent to the
shareholder each month.

TELEPHONE REDEMPTION

Shares may be redeemed by telephoning the Fund. Telephone instructions may be
recorded. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions. An
authorization form permitting the Fund to accept telephone requests must first
be completed. Authorization forms and information on this service are available
from Federated Securities Corp.

If the redemption request is received before 12:00 noon (Eastern time), the
proceeds 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, and those
shares redeemed will not be entitled to that day's dividend. A daily dividend
will be paid on shares redeemed if the redemption request is received after
12:00 noon (Eastern time). However, the proceeds are not wired until the
following business day.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as "By Mail", should be considered. If at any time
the Fund shall determine it necessary to terminate or modify this method of
redemption, shareholders would be promptly notified.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $25,000 due to
shareholder redemptions.

Before shares are redeemed to close an account, the shareholder is notified in
writing and allowed 30 days to purchase additional shares to meet the minimum
requirement.


SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of all classes of
each portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. As a Massachusetts business trust, the Trust is not
required to hold annual shareholder meetings. Shareholder approval will be
sought only for certain changes in the Trust's or the Fund's operation and for
the election of Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting of the shareholders for this purpose shall be called by the
Trustees upon the written request of shareholders owning at least 10% of the
outstanding shares of 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
Pennsylvania. Shareholders are urged to consult their own tax advisers regarding
the status of their accounts under state and local tax laws.

PENNSYLVANIA TAXES. The Fund received a ruling from the Commonwealth of
Pennsylvania Department of Revenue that interest or gain derived by the Fund
from obligations free from state taxation in Pennsylvania is not taxable on
pass-through to Fund shareholders for purposes of Pennsylvania personal income
taxes. This was based on the existence of the Pennsylvania Investment
Restrictions (see "Investment Limitations"). However, legislation enacted in
December 1993, eliminates the necessity of the Pennsylvania Investment
Restrictions. This legislation also generally repeals the Pennsylvania personal
income tax exemption for gains from the sale of tax-exempt obligations,
including the exemption for distributions from the Fund to the extent that they
are derived from gains from tax-exempt obligations. Fund shares are exempt from
personal property taxes imposed by counties in Pennsylvania to the extent that
the Fund invests in obligations that are exempt from such taxes.

In the opinion of Houston, Houston & Donnelly, counsel to the Fund, the Fund is
not subject to Pennsylvania corporate or personal property taxes.

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From time to time the Fund advertises its yield, effective yield, and
tax-equivalent yield for Institutional Service Shares.

Yield represents the annualized rate of income earned on an investment over a
seven-day period. It is the annualized dividends earned during the period on an
investment shown as a percentage of the investment. The effective yield is
calculated similarly to the yield, but when annualized, the income earned by an
investment is assumed to be reinvested daily. The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment. The tax-equivalent yield is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that would have to be earned to equal
Institutional Service Shares' 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 Institutional Service Shares after reinvesting all income
distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.

The performance figures will be calculated separately for each class of shares.
Because each class of shares is subject to different expenses, the yield,
effective yield and tax-equivalent yield of Institutional Service Shares will
exceed the yield, effective yield and tax-equivalent yield of Cash Series Shares
for the same period.

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare its
performance to certain indices.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund also offers the following class.

Cash Series Shares are sold at net asset value primarily to retail customers of
financial institutions. Investments in Cash Series Shares are subject to a
minimum initial investment of $10,000. Cash Series Shares are distributed
pursuant to a 12b-1 Plan adopted by the Trust whereby the distributor is paid a
fee of .40 of 1% of Cash Series Shares' average daily net assets.

Financial institutions providing distribution or administrative services may
receive additional compensation depending upon which class of shares of the Fund
is sold. The distributor pays this compensation and is reimbursed from sources
other than the assets of the Fund.

The amount of dividends payable to shareholders of any particular class may be
more or less than that payable to the shareholders of any other class depending
upon the existence of and differences in class expenses, 12b-1 Plan expenses,
and Shareholder Services Plan expenses. The stated advisory fee is the same for
all classes of shares.


PENNSYLVANIA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS--CASH SERIES SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.
<TABLE>
<CAPTION>
                                                                                   YEAR ENDED OCTOBER 31,
                                                                           1994       1993       1992       1991*
<S>                                                                      <C>        <C>        <C>        <C>
- -----------------------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, BEGINNING OF PERIOD                                     $    1.00  $    1.00  $    1.00  $    1.00
- -----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------------------------
  Net investment income                                                       0.02       0.02       0.03       0.03
- -----------------------------------------------------------------------  ---------  ---------  ---------  ---------
LESS DISTRIBUTIONS
- -----------------------------------------------------------------------
  Dividends to shareholders from net investment income                       (0.02)     (0.02)     (0.03)     (0.03)
- -----------------------------------------------------------------------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                           $    1.00  $    1.00  $    1.00  $    1.00
- -----------------------------------------------------------------------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                                                1.84%      1.83%      2.67%      3.55%
- -----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------------------------
  Expenses                                                                    1.04%      0.97%      0.96%      0.78%(b)
- -----------------------------------------------------------------------
  Net investment income                                                       1.73%      1.88%      2.64%      3.92%(b)
- -----------------------------------------------------------------------
  Expense waiver/reimbursement (a)                                            0.18%      0.12%      0.12%      0.28%(b)
- -----------------------------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                  $18,352    $18,561    $24,694    $19,846
- -----------------------------------------------------------------------
</TABLE>

  * Reflects operations for the period from January 25, 1991 (date of initial
    public offering) to October 31, 1991.

 ** Based on net asset value, which does not reflect the sales load or
    contingent deferred sales charge, if applicable.

 (a) This voluntary expense decrease is reflected in both the expense and net
     investment income ratios shown above.

(b) Computed on an annualized basis.

ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                                <C>
Pennsylvania Municipal Cash Trust
                    Institutional Service Shares                                       Federated Investors Tower
                                                                                       Pittsburgh, PA 15222-3779
- -----------------------------------------------------------------------------------------------------------------------

Distributor
                    Federated Securities Corp.                                         Federated Investors Tower
                                                                                       Pittsburgh, PA 15222-3779
- -----------------------------------------------------------------------------------------------------------------------

Investment Adviser
                    Federated Management                                               Federated Investors Tower
                                                                                       Pittsburgh, PA 15222-3779
- -----------------------------------------------------------------------------------------------------------------------

Custodian
                    State Street Bank and Trust Company                                P.O. Box 8602
                                                                                       Boston, MA 02266-8602
- -----------------------------------------------------------------------------------------------------------------------

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
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

PENNSYLVANIA MUNICIPAL
CASH TRUST
INSTITUTIONAL SERVICE SHARES
PROSPECTUS
A Non-Diversified Portfolio of
Federated Municipal Trust,
an Open-End Management
Investment Company

Prospectus dated February 28, 1995

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER
      PITTSBURGH, PA 15222-3779

314229204
9101005A-SS (2/95)



Pennsylvania Municipal Cash Trust

(A Portfolio of Federated Municipal Trust)
Cash Series Shares
Institutional Service Shares
Combined Statement of Additional Information










    This Combined Statement of Additional
    Information should be read with the
    prospectus(es) of Pennsylvania Municipal Cash
    Trust (the "Fund") dated February 28, 1995. This
    Statement is not a prospectus. To receive a copy
    of a prospectus, write or call the Fund.
    
    FEDERATED INVESTORS TOWER
    PITTSBURGH, PENNSYLVANIA 15222-3779
    
    Statement dated February 28, 1995
   
Federated
Securitie
s Corp.
Distr
ibuto
r
A
subsidiar
y 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
Pennsylvania Investment
Risks                                   2
Investment Limitations                  2
Brokerage Transactions                  4
Federated Municipal
Trust Management                        5
 The Funds                             8
 Share Ownership                       9
 Trustees Compensation                10
 Trustee Liability                    10
Investment Advisory
Services                               11
 Investment Adviser                   11
 Advisory Fees                        11
Distribution and
Shareholder Services
Plans                                  12
Determining Net Asset
Value                                  12
 Redemption in Kind                   12
 The Fund's Tax Status                13
Performance Information                13
 Yield                                13
 Effective Yield                      13
 Tax-Equivalent Yield                 13
 Tax-Equivalency Table                14
 Total Return                         14
 Performance
   Comparisons                         15

Investment Policies
Unless indicated otherwise, the policies described
below may be changed by the Trustees without
shareholder approval. Shareholders will be notified
before any material change in these policies becomes
effective.
Acceptable Investments
When determining whether a security presents minimal
credit risks, the investment adviser will consider the
creditworthiness of: the issuer of the security, the
issuer of any demand feature applicable to the
security, or any guarantor of either the security or
any demand feature.
Participation Interests
The financial institutions from which the Fund
purchases participation interests frequently provide
or secure from another financial institution
irrevocable letters of credit or guarantees and give
the Fund the right to demand payment of the principal
amounts of the participation interests plus accrued
interest on short notice (usually within seven days).
The municipal securities subject to the participation
interests are not limited to the Fund's maximum
maturity requirements so long as the participation
interests include the right to demand payment from the
issuers of those interests. By purchasing
participation interests having a seven day demand
feature, the Fund is buying a security meeting the
maturity and quality requirements of the Fund and also
is receiving the tax-free benefits of the underlying
securities.
Municipal Leases
The Fund may purchase municipal securities in the form
of participation interests that represent an undivided
proportional interest in lease payments by a
governmental or nonprofit entity. The lease payments
and other rights under the lease provide for and
secure payments on the certificates. Lease obligations
may be limited by municipal charter or the nature of
the appropriation for the lease. Furthermore, a lease
may provide that the participants cannot accelerate
lease obligations upon default. The participants would
only be able to enforce lease payments as they became
due. In the event of a default or failure of
appropriation, unless the participation interests are
credit enhanced, it is unlikely that the participants
would be able to obtain an acceptable substitute
source of payment.
In determining the liquidity of municipal lease
securities, the investment adviser, under the
authority delegated by the Board of Trustees, will
base its determination on the following factors:
whether the lease can be terminated by the lessee; the
potential recovery, if any, from a sale of the leased
property upon termination of the lease; the lessee's
general credit strength (e.g., its debt,
administrative, economic and financial characteristics
and prospects); the likelihood that the lessee will
discontinue appropriating funding for the leased
property because the property is no longer deemed
essential to its operations (e.g., the potential for
an "event of non-appropriation"); and any credit
enhancement or legal recourse provided upon an event
of non-appropriation or other termination of the
lease.
When-Issued And Delayed Delivery Transactions
These transactions are made to secure what is
considered to be an advantageous price or yield for
the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid
assets of the Fund sufficient to make payment for the
securities to be purchased are segregated on the
Fund's records at the trade date. These assets are
marked to market daily and are maintained until the
transaction has been settled. The Fund does not intend
to engage in when-issued and delayed delivery
transactions to an extent that would cause the
segregation of more than 20% of the total value of its
assets.
Repurchase Agreements
Certain securities in which the Fund invests may be
purchased pursuant to repurchase agreements.
Repurchase agreements are arrangements in which banks,
brokers/dealers, and other recognized financial
institutions sell securities to the Fund and agree at
the time of sale to repurchase them at a mutually
agreed upon time and price. To the extent that the
seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase
price on any sale of such securities. The Fund or its
custodian will take possession of the securities
subject to repurchase agreements, and these securities
will be marked to market daily. In the event that a
defaulting seller filed for bankruptcy or became
insolvent, disposition of such securities by the Fund
might be delayed pending court action. The Fund
believes that under the regular procedures normally in
effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Fund and allow
retention or disposition of such securities. The Fund
will only enter into repurchase agreements with banks
and other recognized financial institutions, such as
broker/dealers, which are deemed by the Fund's adviser
to be creditworthy pursuant to guidelines established
by the Trustees.
Pennsylvania Investment Risks
The Fund invests in obligations of Pennsylvania (the
"State") issuers which result in the Fund's
performance being subject to risks associated with the
overall conditions present within the State. The
following information is a brief summary of the
prevailing economic conditions and general summary of
the State's financial condition. This information is
based on official statements relating to securities
that are believed to be reliable but should not be
considered as a complete description of all relevant
information.
Fiscal operations improved gradually since the $1.1
billion deficit in 1991. The deficit was nearly
eliminated in 1992 with the addition of increased
taxes. During fiscal year 1993, Pennsylvania focused
on expenditure reductions while revenues were
stabilized and reserves were increased by $24 million.
It should be noted however, due to the length and
severity of the 1991 recession, several municipalities
have undergone severe financial stress and are still
vulnerable to further economic cycles.
Historically, the Pennsylvania economy was largely
composed of heavy industry that was concentrated in
steel production, coal and railroads. The exposure to
these industries, especially the steel sector, has
declined and the economy has diversified into services
and trade sectors. Presently, services and trade
compose over 50% of the economy. Unemployment in
Pennsylvania over the past two years has surpassed the
national average, and population growth as in many
industrial states has been motionless.
The overall condition of the State is further
demonstrated by its debt ratings. Pennsylvania
maintains an A-1 rating by Moody's Investors Service,
Inc. that has been in effect since 1986. Standard &
Poor's Ratings Group rates the State
AA -  ; this has remained since 1985.
The Fund's concentration in securities issued by the
State and its political subdivisions provides a
greater level of risk than a fund whose assets are
diversified across numerous states and municipal
issuers. The ability of the State or its
municipalities to meet their obligations will depend
on the availability of tax and other revenues;
economic, political, and demographic conditions within
the State; and the underlying fiscal condition of the
State, its counties, and its municipalities.
Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or
      purchase any securities on margin but may obtain
      such short-term credits as are necessary for the
      clearance of transactions.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities except
      that the Fund may borrow money in amounts up to
      one-third of the value of its total assets,
      including the amounts borrowed.
      The Fund will not borrow money for investment
      leverage, but rather as a temporary,
      extraordinary, or emergency measure or to
      facilitate management of the portfolio by
      enabling the Fund to meet redemption requests
      when the liquidation of portfolio securities is
      deemed to be inconvenient or disadvantageous.
      The Fund will not purchase any securities while
      borrowings in excess of 5% of its total assets
      are outstanding.
   Pledging Assets
      The Fund will not mortgage, pledge, or
      hypothecate any assets except as necessary to
      secure permitted borrowings. In those cases, it
      may pledge assets having a market value not
      exceeding the lesser of the dollar amounts
      borrowed or 15% of the value of total assets at
      the time of the pledge.
   Diversification of Investments
      At the close of each quarter of each fiscal
      year, no more than 25% of the Fund's total
      assets will be invested in the securities of a
      single issuer, but, with regard to at least 50%
      of the Fund's total assets, no more than 5% of
      the Fund's total assets are to be invested in
      securities of a single issuer.
      Under this limitation, each governmental
      subdivision, including states, territories,
      possessions of the United States, or their
      political subdivisions, agencies, authorities,
      instrumentalities, or similar entities, will be
      considered a separate issuer if its assets and
      revenues are separate from those of the
      government body creating it and the security is
      backed only by its own assets and revenues.
      Industrial development bonds backed only by the
      assets and revenues of a nongovernmental issuer
      are considered to be issued solely by that
      issuer. If in the case of an industrial
      development bond or government-issued security,
      a governmental or other entity guarantees the
      security, such guarantee would be considered a
      separate security issued by the guarantor, as
      well as the other issuer, subject to limited
      exclusions allowed by the Investment Company Act
      of 1940.
   Lending Cash or Securities
      The Fund will not lend any of its assets except
      that it may acquire publicly or non publicly
      issued Pennsylvania municipal securities or
      temporary investments or enter into repurchase
      agreements, in accordance with its investment
      objective, policies, limitations, and
      Declaration of Trust.
   Investing in Commodities
      The Fund will not purchase or sell commodities,
      commodity contracts, or commodity futures
      contracts.
   Investing in Restricted Securities
      The Fund will not invest more than 10% of its
      net assets in securities subject to restrictions
      on resale under the Securities Act of 1933.
   Investing in Real Estate
      The Fund will not purchase or sell real estate
      or real estate limited partnerships, although it
      may invest in securities of issuers whose
      business involves the purchase or sale of real
      estate or in securities which are secured by
      real estate or interests in real estate.
   Underwriting
      The Fund will not underwrite any issue of
      securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in
      connection with the sale of securities in
      accordance with its investment objective,
      policies, and limitations.
   Concentration of Investments
      The Fund will not purchase securities if, as a
      result of such purchase, 25% or more of the
      value of its total assets in any one industry or
      in industrial development bonds or other
      securities, the interest upon which is paid from
      revenues of similar types of projects. However,
      the Fund may invest as temporary investments
      more than 25% of the value of its assets in cash
      or cash items, securities issued or guaranteed
      by the U.S. government, its agencies, or
      instrumentalities, or instruments secured by
      these money market instruments, such as
      repurchase agreements.
The above limitations cannot be changed without
shareholder approval. The following investment
limitations, however, may be changed by the Trustees
without shareholder approval. Shareholders will be
notified before any material change in these
limitations becomes effective.
   Investing in Illiquid Securities
      The Fund will not invest more than 10% of the
      value of its net assets in illiquid securities,
      including repurchase agreements providing for
      settlement in more than seven days after notice,
      and certain restricted securities.
   Investing in Securities of Other Investment
   Companies
      The Fund will not purchase securities of other
      investment companies, except as part of a
      merger, consolidation, or other acquisition.
   Investing in New Issuers
      The Fund will not invest more than 5% of the
      value of its total assets in securities of
      issuers (including companies responsible for
      paying principal and interest on industrial
      development bonds) which have records of less
      than three years of continuous operations,
      including the operation of any predecessor.
   Investing for Control
      The Fund will not invest in securities of a
      company for the purpose of exercising control or
      management.
   Investing in Issuers Whose Securities Are Owned by
   Officers and Trustees of the Trust
      The Fund will not purchase or retain the
      securities of any issuer if the Officers and
      Trustees of the Trust or its investment adviser,
      owning individually more than .50 of 1% of the
      issuer's securities, together own more than 5%
      of the issuer's securities.
   Investing in Options
      The Fund will not invest in puts, calls,
      straddles, spreads, or any combination of them.
   Investing in Minerals
      The Fund will not purchase or sell interests in
      oil, gas, or other mineral exploration or
      development programs or leases, although it may
      purchase the securities of issuers which invest
      in or sponsor such programs.
For purposes of the above limitations, the Fund
considers instruments issued by a U.S. branch of a
domestic bank or savings and loan having capital,
surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash
items." Except with respect to borrowing money, if a
percentage limitation is adhered to at the time of
investment, a later increase or decrease in percentage
resulting from any change in value or net assets will
not result in a violation of such limitation. The Fund
did not borrow money or pledge securities in excess of
5% of the value of its net assets during the last
fiscal year and has no present intent to do so during
the coming fiscal year.
Brokerage Transactions
When selecting brokers and dealers to handle the
purchase and sale of portfolio instruments, the
adviser looks for prompt execution of the order at a
favorable price. In working with dealers, the adviser
will generally use those who are recognized dealers in
specific portfolio instruments, except when a better
price and execution of the order can be obtained
elsewhere. The adviser makes decisions on portfolio
transactions and selects brokers and dealers subject
to guidelines established by the Board of Trustees.
The adviser may select brokers and dealers who offer
brokerage and research services. These services may be
furnished directly to the Fund or to the adviser and
may include: advice as to the advisability of
investing in securities; security analysis and
reports; economic studies; industry studies; receipt
of quotations for portfolio evaluations; and similar
services. Research services provided by brokers and
dealers may be used by the adviser or its affiliates
in advising the Trust and other accounts. To the
extent that receipt of these services may supplant
services for which the adviser or its affiliates might
otherwise have paid, it would tend to reduce their
expenses. The adviser and its affiliates exercise
reasonable business judgment in selecting brokers who
offer brokerage and research services to execute
securities transactions. They determine in good faith
that commissions charged by such persons are
reasonable in relationship to the value of the
brokerage and research services provided. During the
fiscal years ended October 31, 1994, 1993 and 1992,
the Fund paid no brokerage commissions.
Although investment decisions for the Fund are made
independently from those of the other accounts managed
by the adviser, investments of the type the Fund may
make may also be made by those other accounts. When
the Fund and one or more other accounts managed by the
adviser are prepared to invest in, or desire to
dispose of, the same security, available investments
or opportunities for sales will be allocated in a
manner believed by the adviser to be equitable to
each. In some cases, this procedure may adversely
affect the price paid or received by the Fund or the
size of the position obtained or disposed of by the
Fund. In other cases, however, it is believed that
coordination and the ability to participate in volume
transactions will be to the benefit of the Fund.
Federated Municipal Trust Management
Officers and Trustees are listed with their
addresses, present positions with Federated Municipal
Trust, and principal occupations.

John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
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 Center
Pittsburgh, PA 15219

Trustee

Director, Oberg Manufacturing Co.; Chairman of
the Board, Children's Hospital of Pittsburgh;
Director, Trustee or Managing General Partner of
the Funds; formerly, Senior Partner, Ernst &
Young LLP.

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
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
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
Trustee
Attorney-at-law; Director, The Emerging Germany Fund,
Inc.; Director, Trustee, or Managing General Partner
of the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.

Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
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.@
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and
Flaherty; Director, Eat'N Park Restaurants, Inc., and
Statewide Settlement Agency, Inc.; Director, Trustee,
or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.

Peter E. Madden
225 Franklin Street
Boston, MA
Trustee
Consultant; State Representative, Commonwealth of
Massachusetts; Director, Trustee, or Managing General
Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston
Corporation and Trustee, Lahey Clinic Foundation, Inc.

Gregor F. Meyer
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and
Flaherty; Chairman, Meritcare, Inc.; Director, Eat'N
Park Restaurants, Inc.; Director, Trustee, or Managing
General Partner of the Funds; formerly, Vice Chairman,
Horizon Financial, F.A.


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
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
Trustee
Public relations/marketing consultant; Director,
Trustee, or Managing General Partner of the Funds.

Glen R. Johnson*
Federated Investors Tower
Pittsburgh, PA
President and Trustee
Trustee, Federated Investors; President and/or Trustee
of some of the Funds; staff member, Federated
Securities Corp. and Federated Administrative
Services.

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
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
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
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
Vice President and Secretary
Vice President, Secretary, General Counsel, and
Trustee, Federated Investors; Vice President,
Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Vice President and
Secretary, Federated Research Corp. and Passport
Research, Ltd.; Trustee, Federated Services Company;
Executive Vice President, Secretary, and Trustee,
Federated Administrative Services; Secretary and
Trustee, Federated Shareholder Services; Executive
Vice President and Director, Federated Securities
Corp.; Vice President and Secretary of the Funds.

     * This Trustee is deemed to be an "interested
        person" as defined in the Investment Company
        Act of 1940, as amended.
     @ Member of the Executive Committee. The
        Executive Committee of the Board of Trustees
        handles the responsibilities of the Board of
        Trustees between meetings of the Board.
The Funds
As referred to in the list of Trustees and Officers,
"Funds" includes the following investment companies:
American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust;
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 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; The Medalist Funds; Money
Market Management, Inc.; Money Market Obligations
Trust; Money Market Trust; Municipal Securities Income
Trust; 111 Corcoran Funds; Peachtree Funds; The
Planters Funds; Portage Funds; RIMCO Monument Funds;
The Shawmut Funds; Short-Term Municipal Trust; Star
Funds; The Starburst Funds; The Starburst Funds II;
Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For
Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury
Obligations; World Investment Series, Inc.
Share Ownership
Officers and Trustees own less than 1% of the Trust's
outstanding shares.
As of January 10, 1995, the following shareholder(s)
of record owned 5% or more of the outstanding Cash
Series Shares of the Fund: BHC Securities, Inc.,
Philadelphia, Pennsylvania, owned approximately
7,019,542 shares (23.67%) and Urban Redevelopment DCA
Grant, Pittsburgh, Pennsylvania, owned approximately
3,006,582 shares (10.13%).
As of January 10, 1995, the following shareholder(s)
of record owned 5% or more of the outstanding
Institutional Service Shares of the Fund: Meridian
Asset Management, Reading, Pennsylvania, owned
approximately 30,225,853 shares (11.82%), ACO,
Pittsburgh, Pennsylvania, owned approximately
15,557,154 shares (6.08%), Keystone Financial, Inc.,
owned approximately 17,795,531 shares (6.96%),
Corestates Bank, N.A., Philadelphia, Pennsylvania,
owned approximately 15,878,151 shares (6.21%),
Anderson & Co., Philadelphia, Pennsylvania, owned
approximately 32,911,358 shares (12.87%), Saxon & Co.,
Philadelphia, Pennsylvania, owned approximately
21,272,153 shares (8.32%), PNC Securities Corp.,
Pittsburgh, Pennsylvania, owned approximately
14,368,843 shares (5.62%), and Mellon Bank Capital
Markets, Pittsburgh, Pennsylvania, owned approximately
15,842,354 shares (6.19%).
Trustees Compensation

                      AGGREGATE            TOTAL COMPENSATION PAID
NAME ,              COMPENSATION               TO TRUSTEES FROM
POSITION WITH            FROM                       TRUST
TRUST                   TRUST#                AND 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


#The aggregate compensation is provided for the Trust
which is comprised of 13 portfolios.
Trustee Liability
The Declaration of Trust provides that the Trustees
will not be liable for errors of judgment or mistakes
of fact or law. However, they are not protected
against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties
involved in the conduct of their office.
Investment Advisory Services
Investment Adviser
The Fund's investment adviser is Federated Management.
It is a subsidiary of Federated Investors. All the
voting securities of Federated Investors are owned by
a trust, the trustees of which are John F. Donahue,
his wife and his son, J. Christopher Donahue.
The adviser shall not be liable to Trust, the Fund, or
any shareholder of the Fund for any losses that may be
sustained in the purchase, holding, or sale of any
security or for anything done or omitted by it, except
acts or omissions involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the
duties imposed upon it by its contract with the Trust.
Advisory Fees
For its advisory services, Federated Management
receives an annual investment advisory fee as
described in the prospectus.
For the fiscal years ended October 31, 1994, 1993, and
1992, the adviser earned $1,617,472, $1,740,351, and
$1,718,171, respectively, of which $53,564, $415,874,
and $415,265, respectively, was voluntarily waived.
   State Expense Limitations
      The adviser has undertaken to comply with the
      expense limitations established by certain
      states for investment companies whose shares are
      registered for sale in those states. If the
      Fund's normal operating expenses (including the
      investment advisory fee, but not including
      brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2-1/2% per year
      of the first $30 million of average net assets,
      2% per year of the next $70 million of average
      net assets, and 1-1/2% per year of the remaining
      average net assets, the adviser will reimburse
      the Fund for its expenses over the limitation.
      If the Fund's monthly projected operating
      expenses exceed this limitation, the investment
      advisory fee paid will be reduced by the amount
      of the excess, subject to an annual adjustment.
      If the expense limitation is exceeded, the
      amount to be reimbursed by the adviser will be
      limited, in any single fiscal year, by the
      amount of the investment advisory fees.
      This arrangement is not part of the advisory
      contract and may be amended or rescinded in the
      future.
Fund Administration
Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel
and services to the Fund for a fee as described in the
prospectus. Prior to March 1, 1994, Federated
Administrative Services, Inc., also a subsidiary of
Federated Investors, served as the Fund's
Administrator. (For purposes of this Statement of
Additional Information, Federated Administrative
Services and Federated Administrative Services, Inc.
may hereinafter collectively be referred to as the
"Administrators".) For the fiscal year ended October
31, 1994, the Administrators collectively earned
$274,571. For the fiscal years ended October 31, 1993
and 1992, Federated Administrative Services, Inc.
earned $338,801 and $293,498. 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.
Distribution and Shareholder Services Plans
With respect to Cash Series Shares, the Fund had
adopted a Distribution Plan pursuant to Rule 12b-1
which was promulgated by the Securities and Exchange
Commission pursuant to the Investment Company Act of
1940. Additionally, the Fund has adopted a Shareholder
Service Plan with respect to both Cash Series Shares
and Institutional Service Shares.
These arrangements permit the payment of fees to
financial institutions to stimulate distribution
activities and services to shareholders provided by a
representative who has knowledge of the shareholder's
particular circumstances and goals. These activities
and services may include, but are not limited to,
marketing efforts; providing office space, equipment,
telephone facilities, and various clerical,
supervisory, computer, and other personnel as
necessary or beneficial to establish and maintain
shareholder accounts and records; processing purchase
and redemption transactions and automatic investments
of client account cash balances; answering routine
client inquiries; and assisting clients in changing
dividend options, account designations, and addresses.
By adopting the Distribution Plan, the Board of
Trustees expects that the Fund will be able to achieve
a more predictable flow of cash for investment
purposes and to meet redemptions. This will facilitate
more efficient portfolio management and assist the
Fund in pursuing its investment objectives. By
identifying potential investors whose needs are served
by the Fund's objectives, and properly servicing these
accounts, it may be possible to curb sharp
fluctuations in rates of redemptions and sales.
Other benefits, which may be realized under either
arrangement, may include: (1) providing personal
services to shareholders; (2) investing shareholder
assets with a minimum of delay and administrative
detail; (3) enhancing shareholder recordkeeping
systems; and (4) responding promptly to shareholders'
requests and inquiries concerning their accounts.
For the fiscal period ending October 31, 1994,
payments in the amount of $86,023 were made pursuant
to the Distribution Plan, of which $33,738 was waived.
In addition, for this period, payments in the amount
of $33,738 were made pursuant to the Shareholder
Services Plan on behalf of Cash Series Shares.
Determining Net Asset Value
The Trustees have decided that the best method for
determining the value of portfolio instruments is
amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as
adjusted for amortization of premium or accumulation
of discount rather than at current market value.
Accordingly, neither the amount of daily income nor
the net asset value is affected by any unrealized
appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated
daily yield on shares of the Fund computed by dividing
the annualized daily income on the Fund's portfolio by
the net asset value computed as above may tend to be
higher than a similar computation made by using a
method of valuation based upon market prices and
estimates. In periods of rising interest rates, the
opposite may be true.
The Fund's use of the amortized cost method of valuing
portfolio instruments depends on its compliance with
certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission
under the Investment Company Act of 1940. Under the
Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value
per share, as computed for purposes of distribution
and redemption, at $1.00 per share, taking into
account current market conditions and the Fund's
investment objective. The procedures include
monitoring the relationship between the amortized cost
value per share and the net asset value per share
based upon available indications of market value. The
Trustees will decide what, if any, steps should be
taken if there is a difference of more than 0.5 of 1%
between the two values. The Trustees will take any
steps they consider appropriate (such as redemption in
kind or shortening the average portfolio maturity) to
minimize any material dilution or other unfair results
arising from differences between the two methods of
determining net asset value.
Redemption in Kind
The Fund is obligated to redeem shares solely in cash
up to $250,000 or 1% of the Fund's net asset value,
whichever is less, for any one shareholder within a 90-
day period. Any redemption beyond this amount will
also be in cash unless the Trustees determine that
further payments should be in kind. In such cases, the
Fund will pay all or a portion of the remainder of the
redemption in portfolio instruments valued in the same
way as the Fund determines net asset value. The
portfolio instruments will be selected in a manner
that the Trustees deem fair and equitable. Redemption
in kind is not as liquid as a cash redemption. If
redemption is made in kind, shareholders who sell
these securities could receive less than the
redemption value and could incur certain transaction
costs.
The Fund's Tax Status
To qualify for the special tax treatment afforded to
regulated investment companies, the Fund must, among
other requirements: derive at least 90% of its gross
income from dividends, interest, and gains from the
sale of securities; derive less than 30% of its gross
income from the sale of securities held less than
three months; invest in securities within certain
statutory limits; and distribute to its shareholders
at least 90% of its net income earned during the year.
Performance Information
Performance depends upon such variables as: portfolio
quality; average portfolio maturity; type of
instruments in which the portfolio is invested;
changes in interest rates; changes in expenses; and
the relative amount of cash flow. To the extent that
financial institutions and broker/dealers charge fees
in connection with services provided in conjunction
with an investment in shares of the Fund, the
performance will be reduced for those shareholders
paying those fees.
Yield
The Fund calculates its yield based upon the seven
days ending on the day of the calculation, called the
"base period." This yield is computed by: determining
the net change in the value of a hypothetical account
with a balance of one share at the beginning of the
base period, with the net change excluding capital
changes but including the value of any additional
shares purchased with dividends earned from the
original one share and all dividends declared on the
original and any purchased shares; dividing the net
change in the account's value by the value of the
account at the beginning of the base period to
determine the base period return; and multiplying the
base period return by 365/7.
For the seven-day period ended October 31, 1994, the
yields for Cash Series Shares and Institutional
Service Shares were 2.47% and 2.87%, respectively.
Effective Yield
The Fund calculates its effective yield by compounding
the unannualized base period return by: adding 1 to
the base period return; raising the sum to the 365/7th
power; and subtracting 1 from the result.
For the seven-day period ended October 31, 1994, the
effective yields for Cash Series Shares and
Institutional Service Shares were 2.50% and 2.91%,
respectively.
Tax-Equivalent Yield
The tax-equivalent yield of the Fund is calculated
similarly to the yield but is adjusted to reflect the
taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a 39.6% tax rate (the
maximum effective federal rate for individuals) and
assuming that income is 100% exempt.
For the seven-day period ended October 31, 1994, the
tax-equivalent yields for Cash Series Shares and
Institutional Service Shares were 4.34% and 5.05%,
respectively.
Tax-Equivalency Table
A tax-equivalency table may be used in advertising and
sales literature. The interest earned by the municipal
securities in the Fund's portfolio generally remains
free from federal regular income tax,* and is often
free from state and local taxes as well. As the table
below indicates, a "tax-free" investment can be an
attractive choice for investors, particularly in times
of narrow spreads between tax-free and taxable yields.
     TAXABLE YIELD EQUIVALENT FOR 1995
     STATE OF PENNSYLVANIA
     COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
     
                17.80%     30.80%      33.80%       38.80%        42.40%
     
     JOINT        $1-    $39,001-     $94,251-     $143,601-       OVER
     RETURN      39,000   94,250      143,600       256,500       256,500
     
     SINGLE       $1-    $23,351-     $56,550-     $117,951-        OVER
     RETURN      23,350   56,550      117,950       256,500      $256,500
     
     TAX-EXEMPT
     YIELD                            TAXABLE YIELD
     EQUIVALENT
     
      1.50%      1.82%      2.17%       2.27%        2.45%         2.60%
      2.00%      2.43%      2.89%       3.02%        3.27%         3.47%
      2.50%      3.04%      3.61%       3.78%        4.08%         4.34%
      3.00%      3.65%      4.34%       4.53%        4.90%         5.21%
      3.50%      4.26%      5.06%       5.29%        5.27%         6.08%
      4.00%      4.87%      5.78%       6.04%        6.54%         6.94%
      4.50%      5.47%      6.50%       6.80%        7.35%         7.81%
      5.00%      6.08%      7.23%       7.55%        8.17%         8.68%
      5.50%      6.69%      7.95%       8.31%        8.99%         9.55%
      6.00%      7.30%      8.67%       9.06%        9.80%        10.42%
     
     NOTE: THE MAXIMUM MARGINAL TAX RATE FOR EACH
     BRACKET WAS USED IN CALCULATING THE TAXABLE
     YIELD EQUIVALENT. FURTHERMORE, ADDITIONAL STATE
     AND LOCAL TAXES PAID ON COMPARABLE TAXABLE
     INVESTMENTS WERE NOT USED TO INCREASE FEDERAL
     DEDUCTIONS.
The chart above is for illustrative purposes only. It
is not an indicator of past or future performance of
the Fund.
*Some portion of the Fund's income may be subject to
the federal alternative minimum tax and state and
local taxes.
Total Return
Average annual total return is the average compounded
rate of return for a given period that would equate a
$1,000 initial investment to the ending redeemable
value of that investment. The ending redeemable value
is computed by multiplying the number of shares owned
at the end of the period by the net asset value per
share at the end of the period. The number of shares
owned at the end of the period is based on the number
of shares purchased at the beginning of the period
with $1,000, adjusted over the period by any
additional shares, assuming the monthly reinvestment
of all dividends and distributions.
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.
314229881
314229204
9101005B (2/95)

VIRGINIA MUNICIPAL CASH TRUST

(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SHARES

PROSPECTUS

The Institutional Shares of Virginia Municipal Cash Trust (the "Fund") offered
by this prospectus represent interests in a non-diversified portfolio of
Federated Municipal Trust (the "Trust"), an open-end management investment
company (a mutual fund). The Fund invests in short-term Virginia municipal
securities to achieve current income exempt from federal regular income tax and
the income tax imposed by the Commonwealth of Virginia consistent with stability
of principal.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE FUND
ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE
NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

This prospectus contains the information you should read and know before you
invest in the Fund. Keep this prospectus for future reference.

The Fund has also filed a Combined Statement of Additional Information dated
February 28, 1995, with the Securities and Exchange Commission. The information
contained in the Combined Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Combined 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 February 28, 1995

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SHARES                                                                       2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
  Virginia Municipal Securities                                                6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7
  Regulatory Compliance                                                        7

TRUST INFORMATION                                                              8
- ------------------------------------------------------

  Management of the Trust                                                      8
  Distribution of Institutional Shares                                         8
  Administration of the Fund                                                   9

NET ASSET VALUE                                                               10
- ------------------------------------------------------

INVESTING IN THE FUND                                                         10
- ------------------------------------------------------

  Share Purchases                                                             10
  Minimum Investment Required                                                 11
  Subaccounting Services                                                      11
  Certificates and Confirmations                                              11
  Dividends                                                                   11
  Capital Gains                                                               11
REDEEMING SHARES                                                              12
- ------------------------------------------------------

  By Mail                                                                     12
  Telephone Redemption                                                        12
  Accounts with Low Balances                                                  13

SHAREHOLDER INFORMATION                                                       13
- ------------------------------------------------------

  Voting Rights                                                               13
  Massachusetts Partnership Law                                               13

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  State and Local Taxes                                                       14

PERFORMANCE INFORMATION                                                       15
- ------------------------------------------------------

OTHER CLASSES OF SHARES                                                       15
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SERVICE SHARES                                                              16
- ------------------------------------------------------

ADDRESSES                                                                     17
- ------------------------------------------------------



SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                             <C>      <C>
                                 INSTITUTIONAL SHARES
                           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 INSTITUTIONAL SHARES OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver) (1).....................................................    0.22%
12b-1 Fee.............................................................................     None
Total Other Expenses..................................................................    0.27%
     Shareholder Services Fee (after waiver) (2).............................    0.00%
          Total Institutional Shares Operating Expenses (3)...........................    0.49%
</TABLE>

(1) The management fee has been reduced to reflect the voluntary waiver of a
    portion of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.40%.

(2) The maximum shareholder services fee is 0.25%.

(3) The Total Institutional Shares Operating Expenses in the table above are
    based on expenses expected during the fiscal year ending October 31, 1995.
    The Total Institutional Shares Operating Expenses were 0.33% for the fiscal
    year ended October 31, 1994 and were 0.70% absent the voluntary waiver of a
    portion of the management fee.

     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Shares of the
Fund will bear, either directly or indirectly. For more complete descriptions of
the various costs and expenses, see "Investing in the Fund" and "Trust
Information." Wire-transferred redemptions of less than $5,000 may be subject to
additional fees.

<TABLE>
<CAPTION>
                        EXAMPLE                            1 year    3 years    5 years    10 years
- --------------------------------------------------------   ------    -------    -------    --------
<S>                                                        <C>       <C>        <C>        <C>
You would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2)
  redemption at the end of each time period.............     $5        $16        $27        $ 62
</TABLE>

     THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

     The information set forth in the foregoing table and example relates only
to Institutional Shares of the Fund. The Fund also offers another class of
shares called Institutional Service Shares. See "Other Classes of Shares."


VIRGINIA MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                      YEAR ENDED OCTOBER
                                                                              31,
                                                                     ---------------------
                                                                     1994           1993*
                                                                     -----          ------
<S>                                                                  <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                 $1.00           $1.00
- ----------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------
  Net investment income                                               0.03           0.003
- ----------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------
  Dividends to shareholders from net investment income               (0.03)         (0.003)
- ----------------------------------------------------------------     -----           -----
NET ASSET VALUE, END OF PERIOD                                       $1.00           $1.00
- ----------------------------------------------------------------     -----           -----
TOTAL RETURN**                                                        2.57%           0.35%
- ----------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------
  Expenses                                                            0.33%           0.09%(b)
- ----------------------------------------------------------------
  Net investment income                                               2.56%           2.68%(b)
- ----------------------------------------------------------------
  Expense waiver/reimbursement (a)                                    0.37%           1.04%(b)
- ----------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------
  Net assets, end of period (000 omitted)                            $20,360        $7,210
- ----------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from September 16, 1993 (date of initial
   public investment) to October 31, 1993.

** Based on net asset value, which does not reflect the sales load or contingent
   deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.

(b) Computed on an annualized basis.


GENERAL INFORMATION
- --------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Institutional Shares and
Institutional Service Shares. This prospectus relates only to Institutional
Shares of the Fund, which are designed primarily for financial institutions
acting in a fiduciary capacity as a convenient means of accumulating an interest
in a professionally managed, non-diversified portfolio investing primarily in
short-term Virginia municipal securities. The Fund may not be a suitable
investment for retirement plans or for non-Virginia taxpayers because it invests
in municipal securities of Virginia. A minimum initial investment of $25,000
over a 90-day period is required.

The Fund attempts to stabilize the value of a share at $1.00. Shares are
currently sold and redeemed at that price.

INVESTMENT INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The investment objective of the Fund is current income exempt from federal
regular income tax and the income tax imposed by the Commonwealth of Virginia
consistent with stability of principal. This investment objective cannot be
changed without shareholder approval. While there is no assurance that the Fund
will achieve its investment objective, it endeavors to do so by following the
investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
Virginia municipal securities (as defined below) maturing in 13 months or less.
As a matter of investment policy, which cannot be changed without shareholder
approval, at least 80% of the Fund's annual interest income will be exempt from
federal regular and Virginia state income tax or at least 80% of its net assets
will be invested in obligations, the interest income from which is exempt from
federal regular and Virginia state income tax. (Federal regular income tax does
not include the federal individual alternative minimum tax or the federal
alternative minimum tax for corporations.) The average maturity of the
securities in the Fund's portfolio, computed on a dollar-weighted basis, will be
90 days or less. Unless indicated otherwise, the investment policies may be
changed by the Trustees without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS.  The Fund invests primarily in debt obligations issued
by or on behalf of Virginia and its political subdivisions and financing
authorities, and obligations of other states, territories, and possessions of
the United States, including the District of Columbia, and any political
subdivision or financing authority of any of these, the income from which is, in
the opinion of qualified legal counsel, exempt from federal regular income tax
and the income tax imposed by the Common-



wealth of Virginia ("Virginia municipal securities"). Examples of Virginia
municipal securities include, but are not limited to:

     - tax and revenue anticipation notes ("TRANs") issued to finance working
       capital needs in anticipation of receiving taxes or other revenues;

     - bond anticipation notes ("BANs") that are intended to be refinanced
       through a later issuance of longer-term bonds;

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

     - municipal bonds (including bonds having serial maturities and
       pre-refunded bonds) and leases; and

     - participation, trust and partnership interests in any of the foregoing
       obligations.

     VARIABLE RATE DEMAND NOTES. Variable rate demand notes are long-term debt
     instruments that have variable or floating interest rates and provide the
     Fund with the right to tender the security for repurchase at its stated
     principal amount plus accrued interest. Such securities typically bear
     interest at a rate that is intended to cause the securities to trade at
     par. The interest rate may float or be adjusted at regular intervals
     (ranging from daily to annually), and is normally based on a published
     interest rate or interest rate index. Most variable rate demand notes allow
     the Fund to demand the repurchase of the security on not more than seven
     days prior notice. Other notes only permit the Fund to tender the security
     at the time of each interest rate adjustment or at other fixed intervals.
     See "Demand Features." The Fund treats variable rate demand notes as
     maturing on the later of the date of the next interest rate adjustment or
     the date on which the Fund may next tender the security for repurchase.

     PARTICIPATION INTERESTS. The Fund may purchase interests in Virginia
     municipal securities from financial institutions such as commercial and
     investment banks, savings 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 Virginia municipal
     securities.

     MUNICIPAL LEASES. Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities. They may take the form of a lease, an installment purchase
     contract, a conditional sales contract, or a participation interest in any
     of the above.

RATINGS. The Virginia municipal 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 Virginia
municipal securities is subject to the federal alternative minimum tax.

VIRGINIA MUNICIPAL SECURITIES

Virginia municipal securities are generally issued to finance public works, such
as airports, bridges, highways, housing, hospitals, mass transportation
projects, schools, streets, and water and sewer works. They are also issued to
repay outstanding obligations, to raise funds for general operating expenses,
and to make loans to other public institutions and facilities.

Virginia municipal securities include industrial development bonds issued by or
on behalf of public authorities to provide financing aid to acquire sites or
construct and equip facilities for privately or publicly owned corporations. The
availability of this financing encourages these corporations to locate within
the sponsoring communities and thereby increases local employment.

The two principal classifications of Virginia municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. Interest on and principal of revenue bonds, however, are
payable only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. Revenue bonds do not represent a pledge of
credit or create any debt of or charge against the general revenues of a
municipality or public authority. Industrial development bonds are typically
classified as revenue bonds.

INVESTMENT RISKS

Yields on Virginia municipal securities depend on a variety of factors,
including: the general conditions of the short-term municipal note market and of
the municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of the Fund to achieve
its investment objective also depends on the continuing ability of the issuers
of Virginia municipal securities and participation interests, or the credit
enhancers of either, to meet their obligations for the payment of interest and
principal when due. In addition, from time to time, the supply of Virginia
municipal securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Virginia municipal securities which are repayable out of
revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in these
Virginia municipal securities could involve an increased risk to the Fund should
any of these related projects or facilities experience financial difficulties.


Obligations of issuers of Virginia municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.

NON-DIVERSIFICATION

The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

However, the Fund intends to comply with Subchapter M of the Internal Revenue
Code. This undertaking requires that, at the end of each quarter of each taxable
year, with regard to at least 50% of the Fund's total assets, no more than 5% of
its total assets are invested in the securities of a single issuer and that with
respect to the remainder of the Fund's total assets, no more than 25% of its
total assets are invested in the securities of a single issuer.

INVESTMENT LIMITATIONS

The Fund will not borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of its cash value with an agreement to but it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow up to
one-third of the value of its total assets and pledge up to 15% of the value of
total assets to secure such borrowings. 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 Combined Statement of Additional Information, in order to
comply with applicable laws and regulations, including the provisions of and
regulations under the Investment Company Act of 1940, as amended. In particular,
the Fund will comply with the various requirements of Rule 2a-7, which regulates
money market mutual funds. The Fund will determine the effective maturity of its
investments, as well as its ability to consider a security as having received
the requisite short-term ratings by NRSROs, according to Rule 2a-7. The Fund may
change these operational policies to reflect changes in the laws and regulations
without the approval of its shareholders.


TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees. The Trustees are
responsible for managing the Trust's business affairs and for exercising all the
Trust's powers except those reserved for the shareholders. An Executive
Committee of the Board of Trustees handles the Board's responsibilities between
meetings of the Board.

INVESTMENT ADVISER. Investment decisions for the Fund are made by Federated
Management, the Fund's investment adviser, subject to direction by the Trustees.
The adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase and sale of portfolio instruments.

     ADVISORY FEES. The adviser receives an annual investment advisory fee equal
     to .40 of 1% of the Fund's average daily net assets. The adviser has
     undertaken to reimburse the Fund up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     The adviser also may voluntarily choose to waive a portion of its fee or
     reimburse other expenses of the Fund, but reserves the right to terminate
     such waiver or reimbursement at any time at its sole discretion.

     ADVISER'S BACKGROUND. Federated Management, a Delaware business trust,
     organized on April 11, 1989, is a registered investment adviser under the
     Investment Advisers Act of 1940. It is a subsidiary of Federated Investors.
     All of the Class A (voting) shares of Federated Investors are owned by a
     trust, the trustees of which are John F. Donahue, Chairman and Trustee of
     Federated Investors, Mr. Donahue's wife, and Mr. Donahue's son, J.
     Christopher Donahue, who is President and Trustee of Federated Investors.

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. 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 INSTITUTIONAL SHARES

Federated Securities Corp. is the principal distributor for Institutional Shares
of the Fund. It is a Pennsylvania corporation organized on November 14, 1969,
and is the principal distributor for a number of investment companies. Federated
Securities Corp. is a subsidiary of Federated Investors.

SHAREHOLDER SERVICES PLAN. The Fund has adopted a Shareholder Services Plan (the
"Services Plan") under which it will pay Federated Shareholder Services, an
affiliate of Federated Investors, an amount not exceeding .25 of 1% of the
average daily net asset value of the Institutional Shares to


provide personal services and/or maintenance of shareholder accounts to the Fund
and its shareholders. From time to time and for such periods as deemed
appropriate, the amount stated above may be reduced voluntarily.

Federated Shareholder Services may elect to pay financial institutions fees
based upon shares owned by their clients or customers for services provided to
those clients or customers. The schedules of such fees and the basis upon which
such fees will be paid will be determined from time to time by Federated
Shareholder Services.

SHAREHOLDER SERVICING ARRANGEMENTS. The distributor may pay financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide certain services to shareholders. These
services may include, but are not limited to, distributing prospectuses and
other information, providing accounting assistance, and communicating or
facilitating purchases and redemptions of shares. Any fees paid for these
services by the distributor will be reimbursed by the adviser and not the Fund.

GLASS-STEAGALL ACT. The Glass-Steagall Act prohibits a depository institution
(such as a commercial bank or a savings and loan association) from being an
underwriter or distributor of most securities. In the event the Glass-Steagall
Act is deemed to prohibit depository institutions from acting in the
administrative capacities described above or should Congress relax current
restrictions on depository institutions, the Trustees will consider appropriate
changes in the administrative services.

State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to the Glass-Steagall Act and, therefore, banks and financial institutions may
be required to register as dealers pursuant to state law.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:

<TABLE>
<CAPTION>
                                                 AVERAGE AGGREGATE
             MAXIMUM FEE                          DAILY NET ASSETS
 ------------------------------------   ------------------------------------
 <S>                                    <C>
              .15 of 1%                      on the first $250 million
              .125 of 1%                      on the next $250 million
              .10 of 1%                       on the next $250 million
              .075 of 1%                on assets in excess of $750 million
</TABLE>

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. 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.

INDEPENDENT PUBLIC ACCOUNTANTS. The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The Fund attempts to stabilize the net asset value of Institutional Shares at
$1.00 by valuing the portfolio securities using the amortized cost method. The
net asset value per share is determined by subtracting liabilities attributable
to Institutional Shares from the value of Fund assets attributable to
Institutional Shares, and dividing the remainder by the number of Institutional
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., and 4:00 p.m.
(Eastern time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its net
asset value might be materially affected; (ii) days during which no shares are
tendered for redemption and no orders to purchase shares are received; or (iii)
the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

INVESTING IN THE FUND
- --------------------------------------------------------------------------------

SHARE PURCHASES

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days on which the New York Stock
Exchange and the Federal Reserve Wire System are open for business. Shares may
be purchased either by wire or mail. The Fund reserves the right to reject any
purchase request.

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone.

BY WIRE. To purchase by Federal Reserve wire, call the Fund before 1:00 p.m.
(Eastern time) to place an order. The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) that
day. Federal funds should be wired as follows: Federated Services Company, c/o
State Street Bank and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit
to: Virginia Municipal Cash Trust--Institutional Shares; Fund Number (this
number can be found on the account statement or by contacting the Fund); Group
Number or Order Number; Nominee or Institution Name; and ABA Number 011000028.

BY MAIL. To purchase by mail, send a check made payable to Virginia Municipal
Cash Trust-- Institutional Shares to: Federated Services Company, c/o State
Street Bank and Trust Company, P.O. Box 8602, Boston, MA 02266-8602. Orders by
mail are considered received when payment by check is converted into federal
funds. This is normally the next business day after the check is received.


MINIMUM INVESTMENT REQUIRED

The minimum initial investment is $25,000. However, an account may be opened
with a smaller amount as long as the minimum is reached within 90 days. Minimum
investments will be calculated by combining all accounts maintained with the
Fund. Financial institutions may impose different minimum investment
requirements on their customers.

SUBACCOUNTING SERVICES

Financial institutions are encouraged to open single master accounts. However,
certain financial institutions may wish to use the transfer agent's
subaccounting system to minimize their internal recordkeeping requirements. The
transfer agent charges a fee based on the level of subaccounting services
rendered. Financial institutions may charge or pass through subaccounting fees
as part of or in addition to normal trust or agency account fees. They may also
charge fees for other services provided which may be related to the ownership of
Fund shares. This prospectus should, therefore, be read together with any
agreement between the customer and the financial institution with regard to the
services provided, the fees charged for those services and any restrictions and
limitations imposed.

CERTIFICATES AND CONFIRMATIONS

As transfer agent for the Fund, Federated Services Company maintains a share
account for each shareholder. Share certificates are not issued unless requested
by contacting the Fund 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.

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund. Shares purchased by wire before
1:00 p.m. (Eastern time) begin earning dividends that day. Shares purchased by
check begin earning dividends the day after the check is converted into federal
funds.

CAPITAL GAINS

The Fund does not expect to realize any capital gains or losses. If capital
gains or losses were to occur, they could result in an increase or decrease in
dividends. The Fund will distribute in cash or additional shares any realized
net long-term capital gains at least once every 12 months.


REDEEMING SHARES
- ------------------------------------------------------------------------------

Shares are redeemed at their net asset value next determined after Federated
Services Company receives the redemption request. Redemptions will be made on
days on which the Fund computes its net asset value. Redemption requests must be
received in proper form and can be made as described below.

BY MAIL

Shares may be redeemed by sending a written request to: Federated Services
Company, c/o State Street Bank and Trust Company, P.O. Box 8602, Boston, MA
02266-8202. The written request should state: Virginia Municipal Cash
Trust--Institutional Shares; shareholder's name; the account number; and the
share or dollar amount requested. Sign the request exactly as the shares are
registered. Shareholders should call the Fund for assistance in redeeming by
mail.

If share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.

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 trust company or commercial bank whose deposits are insured by the Bank
       Insurance Fund which is administered by the Federal Deposit Insurance
       Corporation ("FDIC");

     - a member of the New York, American, Boston, Midwest, or Pacific Stock
       Exchanges;

     - a savings bank or savings and loan association whose deposits are insured
       by the Savings Association Insurance Fund, which is administered by the
       FDIC; or

     - any other "eligible guarantor institution," as defined in the Securities
       Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

The Fund and the transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Fund may elect in the future to
limit eligible signature guarantors to institutions that are members of the
signature guarantee program. The Fund and its transfer agent reserve the right
to amend these standards at any time without notice.

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.

TELEPHONE REDEMPTION

Shares may be redeemed by telephoning the Fund. Telephone instructions may be
recorded. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions. An
authorization form permitting the Fund to accept telephone requests must first
be completed. Authorization forms and information on this service are available
from Federated Securities Corp.


If the redemption request is received before 12:00 noon (Eastern time), the
proceeds 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, and those
shares redeemed will not be entitled to that day's dividend. A daily dividend
will be paid on shares redeemed if the redemption request is received after
12:00 noon (Eastern time). However, the proceeds are not wired until the
following business day.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as "By Mail," should be considered. If at any time
the Fund shall determine it necessary to terminate or modify this method of
redemption, shareholders would be promptly notified.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $25,000 due to
shareholder redemptions.

Before shares are redeemed to close an account, the shareholder is notified in
writing and allowed 30 days to purchase additional shares to meet the minimum
requirement.

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of all classes of
each portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. As a Massachusetts business trust, the Trust is not
required to hold annual shareholder meetings. Shareholder approval will be
sought only for certain changes in the Trust's or the Fund's operation and for
the election of Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting of the shareholders for this purpose shall be called by the
Trustees upon the written request of shareholders owning at least 10% of the
outstanding shares of the Trust.

As of January 10, 1995, Hamac & Co., Richmond, Virginia, owned 27.66% of the
voting securities of the Fund, and, therefore, may, for certain purposes, be
deemed to control the Fund and be able to affect the outcome of certain matters
presented for a vote of shareholders.

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
Virginia. Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.

VIRGINIA TAXES. Under existing Virginia laws, distributions made by the Fund
will not be subject to Virginia income taxes to the extent that such
distributions qualify as exempt-interest dividends under the Internal Revenue
Code, and represent (i) interest from obligations issued by or on behalf of the
Commonwealth of Virginia or any political subdivision thereof; or (ii) interest
from obligations issued by a territory or possession of the United States or any
political subdivision thereof which federal law exempts from state income taxes.
Conversely, to the extent that distributions made by the Fund are attributable
to other types of obligations, such distributions will be subject to Virginia
income taxes.



PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From time to time the Fund advertises its yield, effective yield, and
tax-equivalent yield for Institutional Shares.

Yield represents the annualized rate of income earned on an investment over a
seven-day period. It is the annualized dividends earned during the period on an
investment shown as a percentage of the investment. The effective yield is
calculated similarly to the yield, but when annualized, the income earned by an
investment is assumed to be reinvested daily. The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment. The tax-equivalent yield is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that would have to be earned to equal
the Institutional Shares' 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 Institutional Shares after reinvesting all income
distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.

The performance figures will be calculated separately for each class of shares.
Because each class of shares is subject to different expenses, the yield,
effective yield and tax-equivalent yield of Institutional Shares will exceed the
yield, effective yield and tax-equivalent yield of Institutional Service Shares
for the same period.

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare its
performance to certain indices.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund also offers the following class.

Institutional Service Shares are sold at net asset value primarily to financial
institutions acting in an agency capacity. Investments in Institutional Service
Shares are subject to a minimum initial investment of $25,000. Institutional
Service Shares are sold with no 12-b1 fees.

Financial Institutions providing distribution or administrative services may
receive additional compensation depending upon which class of shares of the Fund
is sold. The distributor pays this compensation and is reimbursed from sources
other than the assets of the Fund.

The amount of dividends payable to shareholders of any particular class may be
more or less than that payable to the shareholders of any other class depending
upon the existence of and differences in class expenses, 12b-1 Plan expenses,
and Shareholder Services Plan expenses. The stated advisory fee is the same for
all classes of shares.


VIRGINIA MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                      YEAR ENDED OCTOBER
                                                                              31,
                                                                     ---------------------
                                                                     1994           1993*
                                                                     -----          ------
<S>                                                                  <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                 $1.00           $1.00
- ----------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------
  Net investment income                                               0.02           0.003
- ----------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------
  Dividends to shareholders from net investment income               (0.02)         (0.003)
- ----------------------------------------------------------------     -----           -----
NET ASSET VALUE, END OF PERIOD                                       $1.00           $1.00
- ----------------------------------------------------------------     -----           -----
TOTAL RETURN**                                                        2.44%           0.34%
- ----------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------
  Expenses                                                            0.40%           0.19%(b)
- ----------------------------------------------------------------
  Net investment income                                               2.42%           2.67%(b)
- ----------------------------------------------------------------
  Expense waiver/reimbursement (a)                                    0.37%           1.04%(b)
- ----------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------
  Net assets, end of period (000 omitted)                            $100,084       $45,648
- ----------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from September 16, 1993 (date of initial
   public investment) to October 31, 1993.

** Based on net asset value, which does not reflect the sales load or contingent
   deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.

(b) Computed on an annualized basis.


ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>             <C>                                          <C>
Virginia Municipal Cash Trust
                Institutional Shares                         Federated Investors Tower
                                                             Pittsburgh, PA 15222-3779
- ------------------------------------------------------------------------------------------------
Distributor
                Federated Securities Corp.                   Federated Investors Tower
                                                             Pittsburgh, PA 15222-3779
- ------------------------------------------------------------------------------------------------
Investment Adviser
                Federated Management                         Federated Investors Tower
                                                             Pittsburgh, PA 15222-3779
- ------------------------------------------------------------------------------------------------
Custodian
                State Street Bank and                        P.O. Box 8602
                Trust Company                                Boston, MA 02266-8602
- ------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------
</TABLE>


                                      VIRGINIA MUNICIPAL

                                      CASH TRUST
                                      INSTITUTIONAL SHARES
                                      PROSPECTUS

                                      A Non-Diversified Portfolio of
                                      Federated Municipal Trust,
                                      an Open-End Management
                                      Investment Company

                                      Prospectus dated February 28, 1995

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER
      PITTSBURGH, PA 15222-3779

      314229816
      3080501A-IS (2/95)

VIRGINIA MUNICIPAL CASH TRUST

(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SERVICE SHARES

PROSPECTUS

The Institutional Service Shares of Virginia Municipal Cash Trust (the "Fund")
offered by this prospectus represent interests in a non-diversified portfolio of
Federated Municipal Trust (the "Trust"), an open-end management investment
company (a mutual fund). The Fund invests in short-term Virginia municipal
securities to achieve current income exempt from federal regular income tax and
the income tax imposed by the Commonwealth of Virginia consistent with stability
of principal.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE FUND
ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE
NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

This prospectus contains the information you should read and know before you
invest in the Fund. Keep this prospectus for future reference.

The Fund has also filed a Combined Statement of Additional Information dated
February 28, 1995, with the Securities and Exchange Commission. The information
contained in the Combined Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Combined 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 February 28, 1995

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SERVICE SHARES                                                               2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
  Virginia Municipal Securities                                                6
  Investment Risks                                                             6
  Non-Diversification                                                          7
  Investment Limitations                                                       7
  Regulatory Compliance                                                        7

TRUST INFORMATION                                                              8
- ------------------------------------------------------

  Management of the Trust                                                      8
  Distribution of Institutional Service Shares                                 8
  Administration of the Fund                                                   9

NET ASSET VALUE                                                               10
- ------------------------------------------------------

INVESTING IN THE FUND                                                         10
- ------------------------------------------------------

  Share Purchases                                                             10
  Minimum Investment Required                                                 11
  Subaccounting Services                                                      11
  Certificates and Confirmations                                              11
  Dividends                                                                   11
  Capital Gains                                                               11

REDEEMING SHARES                                                              11
- ------------------------------------------------------

  By Mail                                                                     12
  Telephone Redemption                                                        12
  Accounts with Low Balances                                                  13

SHAREHOLDER INFORMATION                                                       13
- ------------------------------------------------------

  Voting Rights                                                               13
  Massachusetts Partnership Law                                               13

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  State and Local Taxes                                                       14

PERFORMANCE INFORMATION                                                       15
- ------------------------------------------------------

OTHER CLASSES OF SHARES                                                       15
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SHARES                                                                      16
- ------------------------------------------------------

ADDRESSES                                                                     17
- ------------------------------------------------------


SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                             <C>      <C>
                             INSTITUTIONAL SERVICE SHARES
                           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 INSTITUTIONAL SERVICE SHARES OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver) (1).....................................................    0.22%
12b-1 Fee.............................................................................     None
Total Other Expenses..................................................................    0.37%
     Shareholder Services Fee (after waiver) (2).............................    0.10%
          Total Institutional Service Shares Operating Expenses (3)...................    0.59%
</TABLE>

(1) The management fee has been reduced to reflect the voluntary waiver of a
    portion of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.40%.

(2) The maximum shareholder services fee is 0.25%.

(3) The Total Institutional Service Shares Operating Expenses in the table above
    are based on expenses expected during the fiscal year ending October 31,
    1995. The Total Institutional Service Shares Operating Expenses were 0.40%
    for the fiscal year ended October 31, 1994 and were 0.77% absent the
    voluntary waiver of a portion of the management fee.

     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Service Shares of
the Fund will bear, either directly or indirectly. For more complete
descriptions of the various costs and expenses, see "Investing in the Fund" and
"Trust Information." Wire-transferred redemptions of less than $5,000 may be
subject to additional fees.

<TABLE>
<CAPTION>
                        EXAMPLE                            1 year    3 years    5 years    10 years
- --------------------------------------------------------   ------    -------    -------    --------
<S>                                                        <C>       <C>        <C>        <C>
You would pay the following expenses on a $1,000 invest-
ment, assuming (1) 5% annual return and (2) redemption
  at the end of each time period........................    $6        $19        $33        $74
</TABLE>

     THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

     The information set forth in the foregoing table and example relates only
to Institutional Service Shares of the Fund. The Fund also offers another class
of shares called Institutional Shares. See "Other Classes of Shares."


VIRGINIA MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                      YEAR ENDED OCTOBER
                                                                              31,
                                                                     ---------------------
                                                                     1994           1993*
                                                                     -----          ------
<S>                                                                 <C>             <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                 $1.00           $1.00
- ----------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------
  Net investment income                                               0.02           0.003
- ----------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------
  Dividends to shareholders from net investment income               (0.02)         (0.003)
- ----------------------------------------------------------------     -----           -----
NET ASSET VALUE, END OF PERIOD                                       $1.00           $1.00
- ----------------------------------------------------------------     -----           -----
TOTAL RETURN**                                                        2.44%           0.34%
- ----------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------
  Expenses                                                            0.40%           0.19%(b)
- ----------------------------------------------------------------
  Net investment income                                               2.42%           2.67%(b)
- ----------------------------------------------------------------
  Expense waiver/reimbursement (a)                                    0.37%           1.04%(b)
- ----------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------
  Net assets, end of period (000 omitted)                          $100,084         $45,648
- ----------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from September 16, 1993 (date of initial
   public investment) to October 31, 1993.

** Based on net asset value, which does not reflect the sales load or contingent
   deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.

(b) Computed on an annualized basis.


GENERAL INFORMATION
- --------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established two classes of shares known as Institutional Service Shares and
Institutional Shares. This prospectus relates only to Institutional Service
Shares of the Fund, which are designed primarily for financial institutions
acting in an agency capacity as a convenient means of accumulating an interest
in a professionally managed, non-diversified portfolio investing primarily in
short-term Virginia municipal securities. The Fund may not be a suitable
investment for retirement plans or for non-Virginia taxpayers because it invests
in municipal securities of Virginia. A minimum initial investment of $25,000
over a 90-day period is required.

The Fund attempts to stabilize the value of a share at $1.00. Shares are
currently sold and redeemed at that price.

INVESTMENT INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The investment objective of the Fund is current income exempt from federal
regular income tax and the income tax imposed by the Commonwealth of Virginia
consistent with stability of principal. This investment objective cannot be
changed without shareholder approval. While there is no assurance that the Fund
will achieve its investment objective, it endeavors to do so by following the
investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
Virginia municipal securities (as defined below) maturing in 13 months or less.
As a matter of investment policy, which cannot be changed without shareholder
approval, at least 80% of the Fund's annual interest income will be exempt from
federal regular tax and Virginia state income tax or at least 80% of its net
assets will be invested in obligations, the interest income from which is exempt
from federal regular and Virginia state income tax. (Federal regular income tax
does not include the federal individual alternative minimum tax or the federal
alternative minimum tax for corporations.) The average maturity of the
securities in the Fund's portfolio, computed on a dollar-weighted basis, will be
90 days or less. Unless indicated otherwise, the investment policies may be
changed by the Trustees without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS. The Fund invests primarily in debt obligations issued by
or on behalf of Virginia and its political subdivisions and financing
authorities, and obligations of other states, territories, and possessions of
the United States, including the District of Columbia, and any political
subdivision or financing authority of any of these, the income from which is, in
the opinion of qualified legal counsel, exempt from federal regular income tax
and the income tax imposed by the


Commonwealth of Virginia ("Virginia municipal securities".) Examples of Virginia
municipal securities include, but are not limited to:

     - tax and revenue anticipation notes ("TRANs") issued to finance working
       capital needs in anticipation of receiving taxes or other revenues;

     - bond anticipation notes ("BANs") that are intended to be refinanced
       through a later issuance of longer-term bonds;

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

     - municipal bonds (including bonds having serial maturities and
       pre-refunded bonds) and leases; and

     - participation, trust and partnership interests in any of the foregoing
       obligations.

     VARIABLE RATE DEMAND NOTES. Variable rate demand notes are long-term debt
     instruments that have variable or floating interest rates and provide the
     Fund with the right to tender the security for repurchase at its stated
     principal amount plus accrued interest. Such securities typically bear
     interest at a rate that is intended to cause the securities to trade at
     par. The interest rate may float or be adjusted at regular intervals
     (ranging from daily to annually), and is normally based on a published
     interest rate or interest rate index. Most variable rate demand notes allow
     the Fund to demand the repurchase of the security on not more than seven
     days prior notice. Other notes only permit the Fund to tender the security
     at the time of each interest rate adjustment or at other fixed intervals.
     See "Demand Features." The Fund treats variable rate demand notes as
     maturing on the later of the date of the next interest rate adjustment or
     the date on which the Fund may next tender the security for repurchase.

     PARTICIPATION INTERESTS. The Fund may purchase interests in Virginia
     municipal securities from financial institutions such as commercial and
     investment banks, savings 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 Virginia municipal
     securities.

     MUNICIPAL LEASES. Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities. They may take the form of a lease, an installment purchase
     contract, a conditional sales contract, or a participation interest in any
     of the above.

RATINGS. The Virginia municipal 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 Virginia
municipal securities is subject to the federal alternative minimum tax.

VIRGINIA MUNICIPAL SECURITIES

Virginia municipal securities are generally issued to finance public works, such
as airports, bridges, highways, housing, hospitals, mass transportation
projects, schools, streets, and water and sewer works. They are also issued to
repay outstanding obligations, to raise funds for general operating expenses,
and to make loans to other public institutions and facilities.

Virginia municipal securities include industrial development bonds issued by or
on behalf of public authorities to provide financing aid to acquire sites or
construct and equip facilities for privately or publicly owned corporations. The
availability of this financing encourages these corporations to locate within
the sponsoring communities and thereby increases local employment.

The two principal classifications of Virginia municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. Interest on and principal of revenue bonds, however, are
payable only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. Revenue bonds do not represent a pledge of
credit or create any debt of or charge against the general revenues of a
municipality or public authority. Industrial development bonds are typically
classified as revenue bonds.

INVESTMENT RISKS

Yields on Virginia municipal securities depend on a variety of factors,
including: the general conditions of the short-term municipal note market and of
the municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of the Fund to achieve
its investment objective also depends on the continuing ability of the issuers
of Virginia municipal securities and participation interests, or the credit
enhancers of either, to meet their obligations for the payment of interest and
principal when due. In addition, from time to time, the supply of Virginia
municipal securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Virginia municipal securities which are repayable out of
revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in these
Virginia municipal securities could involve an increased risk to the Fund should
any of these related projects or facilities experience financial difficulties.


Obligations of issuers of Virginia municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.

NON-DIVERSIFICATION

The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

However, the Fund intends to comply with Subchapter M of the Internal Revenue
Code. This undertaking requires that, at the end of each quarter of each taxable
year, with regard to at least 50% of the Fund's total assets, no more than 5% of
its total assets are invested in the securities of a single issuer and that with
respect to the remainder of the Fund's total assets, no more than 25% of its
total assets are invested in the securities of a single issuer.

INVESTMENT LIMITATIONS

The Fund will not borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of its cash value with an agreement to but it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow up to
one-third of the value of its total assets and pledge up to 15% of the value of
total assets to secure such borrowings. 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 Combined Statement of Additional Information, in order to
comply with applicable laws and regulations, including the provisions of and
regulations under the Investment Company Act of 1940, as amended. In particular,
the Fund will comply with the various requirements of Rule 2a-7, which regulates
money market mutual funds. The Fund will determine the effective maturity of its
investments, as well as its ability to consider a security as having received
the requisite short-term ratings by NRSROs, according to Rule 2a-7. The Fund may
change these operational policies to reflect changes in the laws and regulations
without the approval of its shareholders.


TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees. The Trustees are
responsible for managing the Trust's business affairs and for exercising all the
Trust's powers except those reserved for the shareholders. An Executive
Committee of the Board of Trustees handles the Board's responsibilities between
meetings of the Board.

INVESTMENT ADVISER. Investment decisions for the Fund are made by Federated
Management, the Fund's investment adviser, subject to direction by the Trustees.
The adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase and sale of portfolio instruments.

     ADVISORY FEES. The adviser receives an annual investment advisory fee equal
     to .40 of 1% of the Fund's average daily net assets. The adviser has
     undertaken to reimburse the Fund up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     The adviser also may voluntarily choose to waive a portion of its fee or
     reimburse other expenses of the Fund, but reserves the right to terminate
     such waiver or reimbursement at any time at its sole discretion.

     ADVISER'S BACKGROUND. Federated Management, a Delaware business trust,
     organized on April 11, 1989, is a registered investment adviser under the
     Investment Advisers Act of 1940. It is a subsidiary of Federated Investors.
     All of the Class A (voting) shares of Federated Investors are owned by a
     trust, the trustees of which are John F. Donahue, Chairman and Trustee of
     Federated Investors, Mr. Donahue's wife, and Mr. Donahue's son, J.
     Christopher Donahue, who is President and Trustee of Federated Investors.

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. 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 INSTITUTIONAL SERVICE SHARES

Federated Securities Corp. is the principal distributor for Institutional
Service Shares of the Fund. It is a Pennsylvania corporation organized on
November 14, 1969, and is the principal distributor for a number of investment
companies. Federated Securities Corp. is a subsidiary of Federated Investors.

SHAREHOLDER SERVICES PLAN. The Fund has adopted a Shareholder Services Plan (the
"Services Plan") under which it will pay Federated Shareholder Services, an
affiliate of Federated Investors, an amount not exceeding .25 of 1% of the
average daily net asset value of the Institutional Service Shares


to provide personal services and/or maintenance of shareholder accounts to the
Fund and its shareholders. From time to time and for such periods as deemed
appropriate, the amount stated above may be reduced voluntarily.

Federated Shareholder Services may elect to pay financial institutions fees
based upon shares owned by their clients or customers for services provided to
those clients or customers. The schedules of such fees and the basis upon which
such fees will be paid will be determined from time to time by Federated
Shareholder Services.

SHAREHOLDER SERVICING ARRANGEMENTS. The distributor may pay financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide certain services to shareholders. These
services may include, but are not limited to, distributing prospectuses and
other information, providing accounting assistance, and communicating or
facilitating purchases and redemptions of shares. Any fees paid for these
services by the distributor will be reimbursed by the adviser and not the Fund.

GLASS-STEAGALL ACT. The Glass-Steagall Act prohibits a depository institution
(such as a commercial bank or a savings and loan association) from being an
underwriter or distributor of most securities. In the event the Glass-Steagall
Act is deemed to prohibit depository institutions from acting in the
administrative capacities described above or should Congress relax current
restrictions on depository institutions, the Trustees will consider appropriate
changes in the administrative services.

State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to the Glass-Steagall Act and, therefore, banks and financial institutions may
be required to register as dealers pursuant to state law.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:

<TABLE>
<CAPTION>
                                                 AVERAGE AGGREGATE
             MAXIMUM FEE                          DAILY NET ASSETS
 ------------------------------------   ------------------------------------
 <S>                                    <C>
              .15 of 1%                      on the first $250 million
              .125 of 1%                      on the next $250 million
              .10 of 1%                       on the next $250 million
              .075 of 1%                on assets in excess of $750 million
</TABLE>

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares. 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.

INDEPENDENT PUBLIC ACCOUNTANTS. The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The Fund attempts to stabilize the net asset value of Institutional Service
Shares at $1.00 by valuing the portfolio securities using the amortized cost
method. The net asset value per share is determined by subtracting liabilities
attributable to Institutional Service Shares from the value of Fund assets
attributable to Institutional Service Shares, and dividing the remainder by the
number of Institutional Service 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., and 4:00 p.m.
(Eastern time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its net
asset value might be materially affected; (ii) days during which no shares are
tendered for redemption and no orders to purchase shares are received; or (iii)
the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

INVESTING IN THE FUND
- --------------------------------------------------------------------------------

SHARE PURCHASES

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days on which the New York Stock
Exchange and the Federal Reserve Wire System are open for business. Shares may
be purchased either by wire or mail. The Fund reserves the right to reject any
purchase request.

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone.

BY WIRE. To purchase by Federal Reserve wire, call the Fund before 1:00 p.m.
(Eastern time) to place an order. The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) that
day. Federal funds should be wired as follows: Federated Services Company, c/o
State Street Bank and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit
to: Virginia Municipal Cash Trust--Institutional Service Shares; Fund Number
(this number can be found on the account statement or by contacting the Fund);
Group Number or Order Number; Nominee or Institution Name; and ABA Number
011000028.

BY MAIL. To purchase by mail, send a check made payable to Virginia Municipal
Cash Trust--Institutional Service Shares to: Federated Services Company, c/o
State Street Bank and Trust Company, P.O. Box 8602, Boston, MA 02266-8602.
Orders by mail are considered received when payment by check is converted into
federal funds. This is normally the next business day after the check is
received.


MINIMUM INVESTMENT REQUIRED

The minimum initial investment is $25,000. However, an account may be opened
with a smaller amount as long as the minimum is reached within 90 days. Minimum
investments will be calculated by combining all accounts maintained with the
Fund. Financial institutions may impose different minimum investment
requirements on their customers.

SUBACCOUNTING SERVICES

Financial institutions are encouraged to open single master accounts. However,
certain financial institutions may wish to use the transfer agent's
subaccounting system to minimize their internal recordkeeping requirements. The
transfer agent charges a fee based on the level of subaccounting services
rendered. Financial institutions may charge or pass through subaccounting fees
as part of or in addition to normal trust or agency account fees. They may also
charge fees for other services provided which may be related to the ownership of
Fund shares. This prospectus should, therefore, be read together with any
agreement between the customer and the financial institution with regard to the
services provided, the fees charged for those services and any restrictions and
limitations imposed.

CERTIFICATES AND CONFIRMATIONS

As transfer agent for the Fund, Federated Services Company maintains a share
account for each shareholder. Share certificates are not issued unless requested
by contacting the Fund 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.

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund. Shares purchased by wire before
1:00 p.m. (Eastern time) begin earning dividends that day. Shares purchased by
check begin earning dividends the day after the check is converted into federal
funds.

CAPITAL GAINS

The Fund does not expect to realize any capital gains or losses. If capital
gains or losses were to occur, they could result in an increase or decrease in
dividends. The Fund will distribute in cash or additional shares any realized
net long-term capital gains at least once every 12 months.

REDEEMING SHARES
- --------------------------------------------------------------------------------

Shares are redeemed at their net asset value next determined after Federated
Services Company receives the redemption request. Redemptions will be made on
days on which the Fund computes its net asset value. Redemption requests must be
received in proper form and can be made as described below.


BY MAIL

Shares may be redeemed by sending a written request to: Federated Services
Company, c/o State Street Bank and Trust Company, P.O. Box 8602, Boston, MA
02266-8602. The written request should state: Virginia Municipal Cash
Trust--Institutional Service Shares; shareholder's name; the account number; and
the share or dollar amount requested. Sign the request exactly as the shares are
registered. Shareholders should call the Fund for assistance in redeeming by
mail.

If share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.

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 trust company or commercial bank whose deposits are insured by the Bank
       Insurance Fund which is administered by the Federal Deposit Insurance
       Corporation ("FDIC");

     - a member of the New York, American, Boston, Midwest, or Pacific Stock
       Exchanges;

     - a savings bank or savings and loan association whose deposits are insured
       by the Savings Association Insurance Fund, which is administered by the
       FDIC; or

     - any other "eligible guarantor institution," as defined in the Securities
       Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

The Fund and the transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Fund may elect in the future to
limit eligible signature guarantors to institutions that are members of the
signature guarantee program. The Fund and its transfer agent reserve the right
to amend these standards at any time without notice.

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.

BY WRITING A CHECK. At the shareholder's request, State Street Bank and Trust
Company will establish a checking account for redeeming shares. For further
information, contact the Fund.

With this checking account, shares may be redeemed by writing a check for
$100.00 or more. The redemption will be made at the net asset value on the date
that the check is presented to the Fund. A check may not be written to close an
account. A shareholder may obtain cash by negotiating the check through the
shareholder's local bank. Checks should never be made payable or sent to State
Street Bank and Trust Company to redeem shares. Canceled checks are sent to the
shareholder each month.

TELEPHONE REDEMPTION

Shares may be redeemed by telephoning the Fund. Telephone instructions may be
recorded. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions. An
authorization form permitting the Fund to accept telephone requests must first
be completed. Authorization forms and information on this service are available
from Federated Securities Corp.


If the redemption request is received before 12:00 noon (Eastern time), the
proceeds 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, and those
shares redeemed will not be entitled to that day's dividend. A daily dividend
will be paid on shares redeemed if the redemption request is received after
12:00 noon (Eastern time). However, the proceeds are not wired until the
following business day.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as "By Mail," should be considered. If at any time
the Fund shall determine it necessary to terminate or modify this method of
redemption, shareholders would be promptly notified.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $25,000 due to
shareholder redemptions.

Before shares are redeemed to close an account, the shareholder is notified in
writing and allowed 30 days to purchase additional shares to meet the minimum
requirement.

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of all classes of
each portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. As a Massachusetts business trust, the Trust is not
required to hold annual shareholder meetings. Shareholder approval will be
sought only for certain changes in the Trust's or the Fund's operation and for
the election of Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting of the shareholders for this purpose shall be called by the
Trustees upon the written request of shareholders owning at least 10% of the
outstanding shares of 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
Virginia. Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.

VIRGINIA TAXES. Under existing Virginia laws, distributions made by the Fund
will not be subject to Virginia income taxes to the extent that such
distributions qualify as exempt-interest dividends under the Internal Revenue
Code, and represent (i) interest from obligations issued by or on behalf of the
Commonwealth of Virginia or any political subdivision thereof; or (ii) interest
from obligations issued by a territory or possession of the United States or any
political subdivision thereof which federal law exempts from state income taxes.
Conversely, to the extent that distributions made by the Fund are attributable
to other types of obligations, such distributions will be subject to Virginia
income taxes.


PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From time to time the Fund advertises its yield, effective yield, and
tax-equivalent yield for Institutional Service Shares.

Yield represents the annualized rate of income earned on an investment over a
seven-day period. It is the annualized dividends earned during the period on an
investment shown as a percentage of the investment. The effective yield is
calculated similarly to the yield, but when annualized, the income earned by an
investment is assumed to be reinvested daily. The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment. The tax-equivalent yield is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that would have to be earned to equal
Institutional Service Shares' 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 Institutional Service Shares after reinvesting all income
distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.

The performance figures will be calculated separately for each class of shares.
Because each class of shares is subject to different expenses, the yield,
effective yield and tax-equivalent yield of Institutional Shares will exceed the
yield, effective yield and tax-equivalent yield of Institutional Service Shares
for the same period.

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare its
performance to certain indices.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund also offers the following class.

Institutional Shares are sold at net asset value primarily to financial
institutions acting in a fiduciary capacity. Investments in Institutional Shares
are subject to a minimum initial investment of $25,000. Institutional Shares are
sold with no 12b-1 fees.

Financial institutions providing distribution or administrative services may
receive additional compensation depending upon which class of shares of the Fund
is sold. The distributor pays this compensation and is reimbursed from sources
other than the assets of the Fund.

The amount of dividends payable to shareholders of any particular class may be
more or less than that payable to the shareholders of any other class depending
upon the existence of and differences in class expenses, 12b-1 Plan expenses,
and Shareholder Services Plan expenses. The stated advisory fee is the same for
all classes of shares.


VIRGINIA MUNICIPAL CASH TRUST

FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated December 14, 1994, on the
Fund's financial statements for the year ended October 31, 1994, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                      YEAR ENDED OCTOBER
                                                                              31,
                                                                     ---------------------
                                                                     1994           1993*
                                                                     -----          ------
<S>                                                                 <C>             <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                 $1.00           $1.00
- ----------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------
  Net investment income                                               0.03           0.003
- ----------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------
  Dividends to shareholders from net investment income               (0.03)         (0.003)
- ----------------------------------------------------------------     -----           -----
NET ASSET VALUE, END OF PERIOD                                       $1.00           $1.00
- ----------------------------------------------------------------     -----           -----
TOTAL RETURN**                                                        2.57%           0.35%
- ----------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------
  Expenses                                                            0.33%           0.09%(b)
- ----------------------------------------------------------------
  Net investment income                                               2.56%           2.68%(b)
- ----------------------------------------------------------------
  Expense waiver/reimbursement (a)                                    0.37%           1.04%(b)
- ----------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------
  Net assets, end of period (000 omitted)                          $20,360          $7,210
- ----------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from September 16, 1993 (date of initial
   public investment) to October 31, 1993.

** Based on net asset value, which does not reflect the sales load or contingent
   deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.

(b) Computed on an annualized basis.


ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>            <C>                                          <C>
Virginia Municipal Cash Trust
                Institutional Service Shares
                                                             Federated Investors Tower
                                                             Pittsburgh, PA 15222-3779
- ------------------------------------------------------------------------------------------------
Distributor
                Federated Securities Corp.                   Federated Investors Tower
                                                             Pittsburgh, PA 15222-3779
- ------------------------------------------------------------------------------------------------
Investment Adviser
                Federated Management                         Federated Investors Tower
                                                             Pittsburgh, PA 15222-3779
- ------------------------------------------------------------------------------------------------
Custodian
                State Street Bank and                        P.O. Box 8602
                Trust Company                                Boston, MA 02266-8602
- ------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------
</TABLE>


                                      VIRGINIA MUNICIPAL

                                      CASH TRUST
                                      INSTITUTIONAL SERVICE SHARES
                                      PROSPECTUS

                                      A Non-Diversified Portfolio of
                                      Federated Municipal Trust,
                                      an Open-End Management
                                      Investment Company

                                      Prospectus dated February 28, 1995

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER
      PITTSBURGH, PA 15222-3779

      314229824
      3080501A-ISS (2/95)





Virginia Municipal Cash Trust

(A Portfolio of Federated Municipal Trust)
Institutional Shares
Institutional Service Shares
Combined Statement of Additional Information










    This Combined Statement of Additional
    Information should be read with the
    prospectus(es) of Virginia Municipal Cash Trust
    (the "Fund") dated February 28, 1995. This
    Statement is not a prospectus. To receive a copy
    of a prospectus, write or call the Fund.
    
    FEDERATED INVESTORS TOWER
    PITTSBURGH, PENNSYLVANIA 15222-3779
    
    Statement dated February 28, 1995.
   
Federated
Securitie
s Corp.
Distr
ibuto
r
A
subsidiar
y 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
 Reverse Repurchase
   Agreements                           2
Virginia Investment
Risks                                   2
Investment Limitations                  2
Brokerage Transactions                  4
Federated Municipal
Trust Management                        5
 The Funds                             8
 Share Ownership                       9
 Trustees Compensation                10
 Trustee Liability                    10
 Investment Adviser                   11
 Advisory Fees                        11
Fund Administration                    11
Shareholder Services
Plan                                   12
Determining Net Asset
Value                                  12
 Redemption in Kind                   12
 The Fund's Tax Status                12
Performance Information                13
 Yield                                13
 Effective Yield                      13
 Tax-Equivalent Yield                 13
 Tax-Equivalency Table                13
 Total Return                         14
 Performance
   Comparisons                         15
Investment Policies
Unless indicated otherwise, the policies described
below may be changed by the Trustees without
shareholder approval. Shareholders will be notified
before any material change in these policies becomes
effective.
Acceptable Investments
When determining whether a security presents minimal
credit risks, the investment adviser will consider the
creditworthiness of: the issuer of the security, the
issuer of any demand feature applicable to the
security, or any guarantor of either the security or
any demand feature.
Participation Interests
The financial institutions from which the Fund
purchases participation interests frequently provide
or secure from another financial institution
irrevocable letters of credit or guarantees and give
the Fund the right to demand payment of the principal
amounts of the participation interests plus accrued
interest on short notice (usually within seven days).
The municipal securities subject to the participation
interests are not limited to the Fund's maximum
maturity requirements so long as the participation
interests include the right to demand payment from the
issuers of those interests. By purchasing
participation interests having a seven day demand
feature, the Fund is buying a security meeting the
maturity and quality requirements of the Fund and also
is receiving the tax-free benefits of the underlying
securities.
Municipal Leases
The Fund may purchase municipal securities in the form
of participation interests that represent an undivided
proportional interest in lease payments by a
governmental or nonprofit entity. The lease payments
and other rights under the lease provide for and
secure payments on the certificates. Lease obligations
may be limited by municipal charter or the nature of
the appropriation for the lease. Furthermore, a lease
may provide that the participants cannot accelerate
lease obligations upon default. The participants would
only be able to enforce lease payments as they became
due. In the event of a default or failure of
appropriation, unless the participation interests are
credit enhanced, it is unlikely that the participants
would be able to obtain an acceptable substitute
source of payment.
In determining the liquidity of municipal lease
securities, the investment adviser, under the
authority delegated by the Board of Trustees, will
base its determination on the following factors:
whether the lease can be terminated by the lessee; the
potential recovery, if any, from a sale of the leased
property upon termination of the lease; the lessee's
general credit strength (e.g., its debt,
administrative, economic and financial characteristics
and prospects); the likelihood that the lessee will
discontinue appropriating funding for the leased
property because the property is no longer deemed
essential to its operations (e.g., the potential for
an "event of non-appropriation"); and any credit
enhancement or legal recourse provided upon an event
of non-appropriation or other termination of the
lease.
When-Issued And Delayed Delivery Transactions
These transactions are made to secure what is
considered to be an advantageous price or yield for
the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid
assets of the Fund sufficient to make payment for the
securities to be purchased are segregated on the
Fund's records at the trade date. These assets are
marked to market daily and are maintained until the
transaction has been settled. The Fund does not intend
to engage in when-issued and delayed delivery
transactions to an extent that would cause the
segregation of more than 20% of the total value of its
assets.
Repurchase Agreements
Certain securities in which the Fund invests may be
purchased pursuant to repurchase agreements.
Repurchase agreements are arrangements in which banks,
brokers/dealers, and other recognized financial
institutions sell securities to the Fund and agree at
the time of sale to repurchase them at a mutually
agreed upon time and price. To the extent that the
seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase
price on any sale of such securities. The Fund or its
custodian will take possession of the securities
subject to repurchase agreements, and these securities
will be marked to market daily. In the event that a
defaulting seller filed for bankruptcy or became
insolvent, disposition of such securities by the Fund
might be delayed pending court action. The Fund
believes that under the regular procedures normally in
effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Fund and allow
retention or disposition of such securities. The Fund
will only enter into repurchase agreements with banks
and other recognized financial institutions, such as
broker/dealers, which are deemed by the Fund's adviser
to be creditworthy pursuant to guidelines established
by the Trustees.
Reverse Repurchase Agreements
The Fund may also enter into reverse repurchase
agreements. These transactions are similar to
borrowing cash. In a reverse repurchase agreement, the
Fund transfers possession of a portfolio instrument in
return for a percentage of the instrument's market
value in cash and agrees that on a stipulated date in
the future the Fund will repurchase the portfolio
instrument by remitting the original consideration
plus interest at an agreed upon rate. The use of
reverse repurchase agreements may enable the Fund to
avoid selling portfolio instruments at a time when a
sale may be deemed to be disadvantageous, but does not
ensure this result. When effecting reverse repurchase
agreements, liquid assets of the Fund, in a dollar
amount sufficient to make payment for the obligations
to be purchased, are: segregated on the Fund's records
at the trade date; marked to market daily; and
maintained until the transaction is settled.
Virginia Investment Risks
The Commonwealth of Virginia's credit strength is
derived from a diversified economy, relatively low
unemployment rates, strong financial management, and a
low debt burden. The Commonwealth's economy benefits
significantly from its proximity to Washington, D.C.
Government is the Commonwealth's third-largest
employment sector, comprising 21% of total employment.
Other important sectors of the economy include
shipbuilding, tourism, construction, and agriculture.
The effects of the most recent base-closing
legislation were muted because of consolidation from
out-of-state bases to Virginia installations. While
military operations at the Pentagon are unlikely to be
threatened, another round of base closings scheduled
for 1995 may jeopardize a number of Virginia
installations.
Virginia is a very conservative debt issuer and has
maintained debt levels that are low in relation to its
substantial resources. Conservative policies also
dominate the Commonwealth's financial operations; and
the Commonwealth administration continually
demonstrates its ability and willingness to adjust
financial planning and budgeting to preserve financial
balance. For example, economic weakness in the
Commonwealth and the region caused personal income and
sale and corporate tax collections to fall below
projected forecasts and placed the Commonwealth under
budgetary strain. The Commonwealth reacted by reducing
its revenue expectations for the 1990-92 biennium and
preserved financial balance through a series of
transfers, appropriation reductions, and other
budgetary revisions. Management's actions resulted in
modest budget surpluses for fiscal 1992 and 1993 and
another modest surplus was reported for fiscal year
1994, which ended June 30.
The Fund's concentration in securities issued by the
Commonwealth and its political subdivisions provides a
greater level of risk than a fund which is diversified
across numerous states and municipal entities. The
ability of the Commonwealth or its municipalities to
meet their obligations will depend on the availability
of tax and other revenues; economic, political, and
demographic conditions within the Commonwealth; and
the underlying fiscal condition of the Commonwealth,
its counties, and its municipalities.
Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or
      purchase any securities on margin but may obtain
      such short-term credits as may be necessary for
      the clearance of transactions.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities except
      that the Fund may borrow money directly or
      through reverse repurchase agreements in amounts
      up to one-third of the value of its net assets,
      including the amounts borrowed.
      The Fund will not borrow money or engage in
      reverse repurchase agreements for investment
      leverage, but rather as a temporary,
      extraordinary, or emergency measure or to
      facilitate management of the portfolio by
      enabling the Fund to meet redemption requests
      when the liquidation of portfolio securities is
      deemed to be inconvenient or disadvantageous.
      The Fund will not purchase any securities while
      borrowings in excess of 5% of its total assets
      are outstanding.
   Pledging Assets
      The Fund will not mortgage, pledge, or
      hypothecate any assets except to secure
      permitted borrowings. In those cases, it may
      pledge assets having a market value not
      exceeding the lesser of the dollar amounts
      borrowed or 15% of the value of its total assets
      at the time of the pledge.
   Lending Cash or Securities
      The Fund will not lend any of its assets, except
      that it may acquire publicly or nonpublicly
      issued Virginia municipal securities or
      temporary investments or enter into repurchase
      agreements, in accordance with its investment
      objective, policies, limitations or its
      Declaration of Trust.
   Investing in Commodities
      The Fund will not purchase or sell commodities,
      commodity contracts, or commodity futures
      contracts.
   Investing in Real Estate
      The Fund will not purchase or sell real estate
      or real estate limited partnerships, although it
      may invest in securities of issuers whose
      business involves the purchase or sale of real
      estate or in securities which are secured by
      real estate or interests in real estate.
   Underwriting
      The Fund will not underwrite any issue of
      securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in
      connection with the sale of securities in
      accordance with its investment objective,
      policies, and limitations.
   Concentration of Investments
      The Fund will not purchase securities if, as a
      result of such purchase, 25% or more of the
      value of its total assets would be invested in
      any one industry or in industrial development
      bonds or other securities, the interest upon
      which is paid from revenues of similar types of
      projects. However, the Fund may invest as
      temporary investments more than 25% of the value
      of its assets in cash or cash items, securities
      issued or guaranteed by the U.S. government, its
      agencies, or instrumentalities, or instruments
      secured by these money market instruments, such
      as repurchase agreements.
The above limitations cannot be changed without
shareholder approval. The following investment
limitations, however, may be changed by the Trustees
without shareholder approval. Shareholders will be
notified before any material change in these
limitations becomes effective.
   Investing in Restricted Securities
      The Fund will not invest more than 10% of its
      total assets in securities subject to
      restrictions on resale under federal securities
      law.
   Investing in Illiquid Securities
      The Fund will not invest more than 10% of the
      value of its net assets in illiquid securities.
   Investing in Securities of Other Investment
   Companies
      The Fund will not purchase securities of other
      investment companies, except as part of a
      merger, consolidation, or other acquisition.
   Investing in New Issuers
      The Fund will not invest more than 5% of the
      value of its total assets in securities of
      issuers (including companies responsible for
      paying principal and interest on industrial
      development bonds) which have records of less
      than three years of continuous operations,
      including the operation of any predecessor.
   Investing for Control
      The Fund will not invest in securities of a
      company for the purpose of exercising control or
      management.
   Investing in Issuers Whose Securities Are Owned by
   Officers and Trustees of the Trust
      The Fund will not purchase or retain the
      securities of any issuer if the Officers and
      Trustees of the Trust or its investment adviser,
      owning individually more than .50 of 1% of the
      issuer's securities, together own more than 5%
      of the issuer's securities.
   Investing in Options
      The Fund will not invest in puts, calls,
      straddles, spreads, or any combination of them.
   Investing in Minerals
      The Fund will not purchase or sell interests in
      oil, gas, or other mineral exploration or
      development programs or leases, although it may
      purchase the securities of issuers which invest
      in or sponsor such programs.
For purposes of the above limitations, the Fund
considers instruments issued by a U.S. branch of a
domestic bank or savings and loan having capital,
surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash
items." Except with respect to borrowing money, if a
percentage limitation is adhered to at the time of
investment, a later increase or decrease in percentage
resulting from any change in value or net assets will
not result in a violation of such limitation.
The Fund did not borrow money or pledge securities in
excess of 5% of the value of its net assets during the
last fiscal year and has no present intent to do so
during the coming fiscal year.
Brokerage Transactions
When selecting brokers and dealers to handle the
purchase and sale of portfolio instruments, the
adviser looks for prompt execution of the order at a
favorable price. In working with dealers, the adviser
will generally use those who are recognized dealers in
specific portfolio instruments, except when a better
price and execution of the order can be obtained
elsewhere. The adviser makes decisions on portfolio
transactions and selects brokers and dealers subject
to guidelines established by the Board of Trustees.
The adviser may select brokers and dealers who offer
brokerage and research services. These services may be
furnished directly to the Fund or to the adviser and
may include: advice as to the advisability of
investing in securities; security analysis and
reports; economic studies; industry studies; receipt
of quotations for portfolio evaluations; and similar
services. Research services provided by brokers and
dealers may be used by the adviser or its affiliates
in advising the Trust and other accounts. To the
extent that receipt of these services may supplant
services for which the adviser or its affiliates might
otherwise have paid, it would tend to reduce their
expenses. The adviser and its affiliates exercise
reasonable business judgment in selecting brokers who
offer brokerage and research services to execute
securities transactions. They determine in good faith
that commissions charged by such persons are
reasonable in relationship to the value of the
brokerage and research services provided. During the
period from September 16, 1993 (date of initial public
investment) to October 31, 1993 and for the fiscal
year ended October 31, 1994 , the Fund paid no
brokerage commissions.
Although investment decisions for the Fund are made
independently from those of the other accounts managed
by the adviser, investments of the type the Fund may
make may also be made by those other accounts. When
the Fund and one or more other accounts managed by the
adviser are prepared to invest in, or desire to
dispose of, the same security, available investments
or opportunities for sales will be allocated in a
manner believed by the adviser to be equitable to
each. In some cases, this procedure may adversely
affect the price paid or received by the Fund or the
size of the position obtained or disposed of by the
Fund. In other cases, however, it is believed that
coordination and the ability to participate in volume
transactions will be to the benefit of the Fund.
Federated Municipal Trust Management
Officers and Trustees are listed with their
addresses, present positions with Federated Municipal
Trust, and principal occupations.

John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
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 Center
Pittsburgh, PA 15219

Trustee

Director, Oberg Manufacturing Co.; Chairman of
the Board, Children's Hospital of Pittsburgh;
Director, Trustee or Managing General Partner of
the Funds; formerly, Senior Partner, Ernst &
Young LLP.

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
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
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
Trustee
Attorney-at-law; Director, The Emerging Germany Fund,
Inc.; Director, Trustee, or Managing General Partner
of the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.

Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
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.@
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and
Flaherty; Director, Eat'N Park Restaurants, Inc., and
Statewide Settlement Agency, Inc.; Director, Trustee,
or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.

Peter E. Madden
225 Franklin Street
Boston, MA
Trustee
Consultant; State Representative, Commonwealth of
Massachusetts; Director, Trustee, or Managing General
Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston
Corporation and Trustee, Lahey Clinic Foundation, Inc.

Gregor F. Meyer
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and
Flaherty; Chairman, Meritcare, Inc.; Director, Eat'N
Park Restaurants, Inc.; Director, Trustee, or Managing
General Partner of the Funds; formerly, Vice Chairman,
Horizon Financial, F.A.


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
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
Trustee
Public relations/marketing consultant; Director,
Trustee, or Managing General Partner of the Funds.

Glen R. Johnson*
Federated Investors Tower
Pittsburgh, PA
President and Trustee
Trustee, Federated Investors; President and/or Trustee
of some of the Funds; staff member, Federated
Securities Corp. and Federated Administrative
Services.

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
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
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
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
Vice President and Secretary
Vice President, Secretary, General Counsel, and
Trustee, Federated Investors; Vice President,
Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Vice President and
Secretary, Federated Research Corp. and Passport
Research, Ltd.; Trustee, Federated Services Company;
Executive Vice President, Secretary, and Trustee,
Federated Administrative Services; Secretary and
Trustee, Federated Shareholder Services; Executive
Vice President and Director, Federated Securities
Corp.; Vice President and Secretary of the Funds.

     * This Trustee is deemed to be an "interested
        person" as defined in the Investment Company
        Act of 1940, as amended.
     @ Member of the Executive Committee. The
        Executive Committee of the Board of Trustees
        handles the responsibilities of the Board of
        Trustees between meetings of the Board.
The Funds
As referred to in the list of Trustees and Officers,
"Funds" includes the following investment companies:
American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust;
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 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; The Medalist Funds; Money
Market Management, Inc.; Money Market Obligations
Trust; Money Market Trust; Municipal Securities Income
Trust; 111 Corcoran Funds; Peachtree Funds; The
Planters Funds; Portage Funds; RIMCO Monument Funds;
The Shawmut Funds; Short-Term Municipal Trust; Star
Funds; The Starburst Funds; The Starburst Funds II;
Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For
Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury
Obligations; World Investment Series, Inc.
Share Ownership
Officers and Trustees own less than 1% of the Trust's
outstanding shares.
As of January 10, 1995, the following shareholder(s)
of record owned 5% or more of the outstanding
Institutional Shares of the Fund: Firstblue & Company,
Bluefield, West Virginia, owned approximately
1,284,917 shares (5.73%), VATCO, Richland, Virginia,
owned approximately 1,337,086 shares (5.96%),
Warrtrust & Company, Warrenton, Virginia, owned
approximately 1,944,917 shares (8.67%), Nabaf &
Company, Fredericksburg, Virginia, owned approximately
2,374,832 shares (10.59%), Planta & Co., Staunton,
Virginia, owned approximately 1,837,846 shares
(8.19%), Hamac & Co., Richmond, Virginia, owned
approximately 6,202,568 shares (27.66%), Comfort &
Co., Hampton, Virginia, owned approximately 3,472,358
shares (15.48%) and Chesnat, Kilmarnock, Virginia,
owned approximately 1,321,463 shares(5.89%).
As of January 10, 1995, the following shareholder(s)
of record owned 5% or more of the outstanding
Institutional Service Shares of the Fund: PM Beef
Group, LP, Ashland, Virginia, owned approximately
5,336,552 shares (5.42%), Datatel, Inc., Fairfax,
Virginia, owned approximately 5,742,000 shares (5.83%)
and Hilb Rogal & Hamilton Company, Glen Allen,
Virginia, owned approximately 10,051,375 shares
(10.21%).
Trustees Compensation

                      AGGREGATE            TOTAL COMPENSATION PAID
NAME ,              COMPENSATION               TO TRUSTEES FROM
POSITION WITH            FROM                       TRUST
TRUST                   TRUST#                AND 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


#The aggregate compensation is provided for the Trust
which is comprised of 13 portfolios.
Trustee Liability
The Declaration of Trust provides that the Trustees
will not be liable for errors of judgment or mistakes
of fact or law. However, they are not protected
against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties
involved in the conduct of their office.
Investment Advisory Services
Investment Adviser
The Fund's investment adviser is Federated Management.
It is a subsidiary of Federated Investors. All the
voting securities of Federated Investors are owned by
a trust, the trustees of which are John F. Donahue,
his wife and his son, J. Christopher Donahue.
The adviser shall not be liable to Trust, the Fund, or
any shareholder of the Fund for any losses that may be
sustained in the purchase, holding, or sale of any
security or for anything done or omitted by it, except
acts or omissions involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the
duties imposed upon it by its contract with the Trust.
Advisory Fees
For its advisory services, Federated Management
receives an annual investment advisory fee as
described in the prospectus.
For the fiscal years ended October 31, 1994 and 1993,
the adviser earned $470,783 and $20,894, respectively,
of which $435,418 and $20,894, respectively, was
voluntarily waived.
   State Expense Limitations
      The adviser has undertaken to comply with the
      expense limitations established by certain
      states for investment companies whose shares are
      registered for sale in those states. If the
      Fund's normal operating expenses (including the
      investment advisory fee, but not including
      brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2-1/2% per year
      of the first $30 million of average net assets,
      2% per year of the next $70 million of average
      net assets, and 1-1/2% per year of the remaining
      average net assets, the adviser will reimburse
      the Fund for its expenses over the limitation.
      If the Fund's monthly projected operating
      expenses exceed this limitation, the investment
      advisory fee paid will be reduced by the amount
      of the excess, subject to an annual adjustment.
      If the expense limitation is exceeded, the
      amount to be reimbursed by the adviser will be
      limited, in any single fiscal year, by the
      amount of the investment advisory fees.
      This arrangement is not part of the advisory
      contract and may be amended or rescinded in the
      future.
Fund Administration
Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel
and services to the Fund for a fee as described in the
prospectus. Prior to March 1, 1994, Federated
Administrative Services, Inc., also a subsidiary of
Federated Investors, served as the Fund's
Administrator. (For purposes of this Statement of
Additional Information, Federated Administrative
Services and Federated Administrative Services, Inc.
may hereinafter collectively be referred to as the
"Administrators".) For the fiscal year ended October
31, 1994, the Administrators collectively earned
$145,109. For the fiscal year ended October 31, 1993,
Federated Administrative Services, Inc. earned
$24,647. 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. For the fiscal period
ending October 31, 1994, payments in the amount of $0
and $102,290, respectively, were made pursuant to the
Shareholder Services Plan on behalf of Institutional
Shares and Institutional Service Shares, respectively.
Determining Net Asset Value
The Trustees have decided that the best method for
determining the value of portfolio instruments is
amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as
adjusted for amortization of premium or accumulation
of discount rather than at current market value.
Accordingly, neither the amount of daily income nor
the net asset value is affected by any unrealized
appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated
daily yield on shares of the Fund computed by dividing
the annualized daily income on the Fund's portfolio by
the net asset value computed as above may tend to be
higher than a similar computation made by using a
method of valuation based upon market prices and
estimates. In periods of rising interest rates, the
opposite may be true.
The Fund's use of the amortized cost method of valuing
portfolio instruments depends on its compliance with
certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission
under the Investment Company Act of 1940. Under the
Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value
per share, as computed for purposes of distribution
and redemption, at $1.00 per share, taking into
account current market conditions and the Fund's
investment objective. The procedures include
monitoring the relationship between the amortized cost
value per share and the net asset value per share
based upon available indications of market value. The
Trustees will decide what, if any, steps should be
taken if there is a difference of more than 0.5 of 1%
between the two values. The Trustees will take any
steps they consider appropriate (such as redemption in
kind or shortening the average portfolio maturity) to
minimize any material dilution or other unfair results
arising from differences between the two methods of
determining net asset value.
Redemption in Kind
The Fund is obligated to redeem shares solely in cash
up to $250,000 or 1% of the Fund's net asset value,
whichever is less, for any one shareholder within a 90-
day period. Any redemption beyond this amount will
also be in cash unless the Trustees determine that
further payments should be in kind. In such cases, the
Fund will pay all or a portion of the remainder of the
redemption in portfolio instruments valued in the same
way as the Fund determines net asset value. The
portfolio instruments will be selected in a manner
that the Trustees deem fair and equitable. Redemption
in kind is not as liquid as a cash redemption. If
redemption is made in kind, shareholders who sell
these securities could receive less than the
redemption value and could incur certain transaction
costs.
The Fund's Tax Status
To qualify for the special tax treatment afforded to
regulated investment companies, the Fund must, among
other requirements: derive at least 90% of its gross
income from dividends, interest, and gains from the
sale of securities; derive less than 30% of its gross
income from the sale of securities held less than
three months; invest in securities within certain
statutory limits; and distribute to its shareholders
at least 90% of its net income earned during the year.
Performance Information
Performance depends upon such variables as: portfolio
quality; average portfolio maturity; type of
instruments in which the portfolio is invested;
changes in interest rates; changes in expenses; and
the relative amount of cash flow. To the extent that
financial institutions and broker/dealers charge fees
in connection with services provided in conjunction
with an investment in shares of the Fund, the
performance will be reduced for those shareholders
paying those fees.
Yield
The Fund calculates its yield based upon the seven
days ending on the day of the calculation, called the
"base period." This yield is computed by: determining
the net change in the value of a hypothetical account
with a balance of one share at the beginning of the
base period, with the net change excluding capital
changes but including the value of any additional
shares purchased with dividends earned from the
original one share and all dividends declared on the
original and any purchased shares; dividing the net
change in the account's value by the value of the
account at the beginning of the base period to
determine the base period return; and multiplying the
base period return by 365/7.
For the seven-day period ended October 31, 1994, the
yields for Institutional Shares and Institutional
Service Shares were 2.97% and 2.87%, respectively.
Effective Yield
The Fund calculates its effective yield by compounding
the unannualized base period return by: adding 1 to
the base period return; raising the sum to the 365/7th
power; and subtracting 1 from the result.
For the seven-day period ended October 31, 1994, the
effective yields for Institutional Shares and
Institutional Service Shares were 3.01% and 2.91%,
respectively.
Tax-Equivalent Yield
The tax-equivalent yield of the Fund is calculated
similarly to the yield but is adjusted to reflect the
taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a 39.6% tax rate (the
maximum effective federal rate for individuals) and
assuming that income is 100% exempt.
For the seven-day period ended October 31, 1994, the
tax-equivalent yields for Institutional Shares and
Institutional Service Shares were 5.43% and 5.25%,
respectively.
Tax-Equivalency Table
A tax-equivalency table may be used in advertising and
sales literature. The interest earned by the municipal
securities in the Fund's portfolio generally remains
free from federal regular income tax,* and is often
free from state and local taxes as well. As the table
below indicates, a "tax-free" investment can be an
attractive choice for investors, particularly in times
of narrow spreads between tax-free and taxable yields.
     TAXABLE YIELD EQUIVALENT FOR 1995
STATE OF VIRGINIA
     
     COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
                20.75%     33.75%      36.75%       41.75%        45.35%
     
     JOINT        $1-    $39,001-     $94,251-     $143,601-       OVER
     RETURN      39,000   94,250      143,600       256,000       $256,500
     
     SINGLE       $1-    $23,351-     $56,551-     $117,951-        OVER
     RETURN      23,350   56,550      117,950       256,500       $256,500
     
     TAX-EXEMPT
     YIELD                   TAXABLE YIELD
     EQUIVALENT
      3.50%      4.42%      5.28%       5.53%        6.01%         6.40%
      4.00%      5.05%      6.04%       6.32%        6.87%         7.32%
      4.50%      5.68%      6.79%       7.11%        7.73%         8.23%
      5.00%      6.31%      7.55%       7.91%        8.58%         9.15%
      5.50%      6.94%      8.30%       8.70%        9.44%        10.06%
      6.00%      7.57%      9.06%       9.49%       10.30%        10.98%
      6.50%      8.20%      9.81%      10.28%       11.16%        11.89%
      7.00%      8.83%     10.57%      11.07%       12.02%        12.81%
      7.50%      9.46%     11.32%      11.86%       12.88%        13.72%
      8.00%     10.09%     12.08%      12.65%       13.73%        14.64%
     
     NOTE: THE MAXIMUM MARGINAL TAX RATE FOR EACH
     BRACKET WAS USED IN CALCULATING THE TAXABLE
     YIELD EQUIVALENT. FURTHERMORE, ADDITIONAL STATE
     AND LOCAL TAXES PAID ON COMPARABLE TAXABLE
     INVESTMENTS WERE NOT USED TO INCREASE FEDERAL
     DEDUCTIONS. IF YOU ITEMIZE DEDUCTIONS, YOUR
     TAXABLE YIELD EQUIVALENT WILL BE LOWER.
The chart above is for illustrative purposes only. It
is not an indicator of past or future performance of
the Fund.
*Some portion of the Fund's income may be subject to
the federal alternative minimum tax and state and
local taxes.
Total Return
Average annual total return is the average compounded
rate of return for a given period that would equate a
$1,000 initial investment to the ending redeemable
value of that investment. The ending redeemable value
is computed by multiplying the number of shares owned
at the end of the period by the net asset value per
share at the end of the period. The number of shares
owned at the end of the period is based on the number
of shares purchased at the beginning of the period
with $1,000, adjusted over the period by any
additional shares, assuming the monthly reinvestment
of all dividends and distributions.
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.
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