FEDERATED MUNICIPAL TRUST
497, 1996-05-20
Previous: ELEGANT ILLUSIONS INC /DE/, 10-Q, 1996-05-20
Next: HANCOCK JOHN CALIFORNIA TAX FREE INCOME FUND, DEF 14A, 1996-05-20










   TENNESSEE MUNICIPAL CASH TRUST
   (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
   INSTITUTIONAL SHARES

   PROSPECTUS

    The Institutional Shares of Tennessee Municipal Cash Trust (the "Fund")
    offered by this prospectus represent interests in a non-diversified
    portfolio of Federated Municipal Trust (the "Trust"), an open-end
    management investment company (a mutual fund). The Fund invests primarily
    in short-term Tennessee municipal securities, including securities of
    states, territories, and possessions of the United States which are not
    issued by or on behalf of Tennessee, or its political subdivisions and
    financing authorities, but which provide current income exempt from
    federal regular income tax and the personal income tax imposed by the
    State of Tennessee 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 May
    14, 1996, with the Securities and Exchange Commission. The information
    contained in the Statement of Additional Information is incorporated by
    reference into this prospectus. You may request a copy of the Statement
    of Additional Information or a paper copy of this prospectus, if you have
    received your prospectus electronically, free of charge by calling 1-800-
    235-4669. To obtain other information, or make inquiries about the Fund,
    contact the Fund at the address listed in the back of this prospectus.
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
    AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
    PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
    REPRESENTATION TO THE CONTRARY IS A CRIMINAL  OFFENSE.
    Prospectus dated May 14, 1996




   SUMMARY OF FUND EXPENSES          1

   GENERAL INFORMATION               3

   INVESTMENT INFORMATION            4

     Investment Objective            4
     Investment Policies             4
     Tennessee Municipal Securities 10
     Investment Risks               11
     Non-Diversification            13
     Investment Limitations         14
   FUND INFORMATION                 14

     Management of the Fund         14
     Distribution of Institutional
      Shares                        16
     Administration of the Fund      9
     Expenses of the Fund and
      Institutional Shares          18
   NET ASSET VALUE                  20

   HOW TO PURCHASE SHARES           20

   HOW TO REDEEM SHARES             22




   ACCOUNT AND SHARE INFORMATION    12

   TAX INFORMATION                  26

     Federal Income Tax             26
     State and Local Taxes          28
     State of Tennessee Taxes       13
   OTHER CLASSES OF SHARES          28

   PERFORMANCE INFORMATION          29

   ADDRESSES                        30




   SUMMARY OF FUND EXPENSES


                              INSTITUTIONAL SHARES
                        SHAREHOLDER TRANSACTION EXPENSES
   Maximum Sales Charge Imposed on Purchases
      (as a percentage of offering price) ..........   None
   Maximum Sales Charge Imposed on Reinvested Dividends
      (as a percentage of offering price) ..........   None
   Contingent Deferred Sales Charge
      (as a percentage of original purchase price or
          redemption proceeds, as applicable)  .....   None
   Redemption Fee (as a percentage of
      amount redeemed, if applicable) ............None
   Exchange Fee ....................................   None
                            ANNUAL OPERATING EXPENSES
               (As a percentage of projected average net assets) *
   Management Fee (after waiver) (1)  ..............   0.00%
   12b-1 Fee  .................................... .   None
   Total Other Expenses (after expense reimbursement)  0.35%
                  Shareholder Services Fee (2) .....       0.00%
   Total Operating Expenses (3) ....................   0.35%




   (1)  The estimated management fee has been reduced to reflect the
   anticipated voluntary waiver of the management fee.  The adviser can
   terminate this anticipated voluntary waiver at any time at its sole
   discretion.  The maximum management fee is 0.50%.
   (2)  The maximum shareholder services fee is 0.25%.
   (3)  The total operating expenses are estimated to be 1.68% absent the
   anticipated voluntary waivers of the management fee and the shareholder
   services fee and the anticipated voluntary reimbursement of certain other
   operating expenses.
   *Total Institutional Shares operating expenses are estimated based on
   average expenses expected to be incurred during the period ending October
   31, 1996.  During the course of this period, expenses may be more or less
   than the average amount shown.
      The purpose of this table is to assist an investor in understanding the
   various costs and expenses that a shareholder of the Institutional Shares
   will bear, either directly or indirectly.  For more complete descriptions
   of the various costs and expenses, see "How To Purchase Shares" and "Fund
   Information".  Wire--transferred redemptions of less than $5,000 may be
   subject to additional fees.
   EXAMPLE                              1 year    3 years
   You would pay the following expenses on a $1,000
   investment, assuming (1) 5% annual return and




   (2) redemption at the end of each time period.....
                    $4   $11
      THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
   FUTURE EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
   SHOWN.  THIS EXAMPLE IS BASED ON ESTIMATED DATA FOR THE INSTITUTIONAL
   SHARES' FISCAL YEAR ENDING OCTOBER 31, 1996.


    GENERAL INFORMATION

    The Trust was established as a Massachusetts business trust under a
    Declaration of Trust dated September 1, 1989. The Declaration of Trust
    permits the Trust to offer separate series of shares representing
    interests in separate portfolios of securities. The shares in any one
    portfolio may be offered in separate classes. With respect to this Fund,
    as of the date of this prospectus, the Board of Trustees 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 in
    short-term Tennessee municipal securities. The Fund may not be a suitable
    investment for retirement plans or for non-Tennessee taxpayers because it




    invests in municipal securities of that state. A minimum initial
    investment of $25,000 within a 90-day period is required.
    The Fund attempts to stabilize the value of a share at $1.00.  Shares are
    currently sold and redeemed at that price.
    INVESTMENT INFORMATION

    INVESTMENT OBJECTIVE
    The investment objective of the Fund is current income exempt from
    federal regular income tax and the personal income tax imposed by the
    State of Tennessee consistent with stability of principal and liquidity.
    This investment objective cannot be changed without shareholder approval.
    While there is no assurance that the Fund will achieve its investment
    objective, it endeavors to do so by complying with the various
    requirements of Rule 2a-7 under the Investment Company Act of 1940, which
    regulates money market mutual funds, and by following the investment
    policies described in this prospectus.
    INVESTMENT POLICIES
    The Fund pursues its investment objective by investing in a portfolio of
    Tennessee municipal securities maturing in 13 months or less. The average
    maturity of the securities in the Fund's portfolio, computed on a dollar-
    weighted basis, will be 90 days 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 tax imposed by the State of
    Tennessee (Federal regular income tax does not include the federal
    individual alternative minimum tax or the federal alternative minimum tax
    for corporations.) Unless indicated otherwise, the investment policies
    may be changed by the Board of Trustees without shareholder approval.
    Shareholders will be notified before any material change in these
    policies becomes effective.
    ACCEPTABLE INVESTMENTS. The Fund invests primarily in debt obligations
    issued by or on behalf of Tennessee and its political subdivisions and
    financing authorities, and obligations of other states, territories, and
    possessions of the United States, including the District of Columbia, and
    any political subdivision or financing authority of any of these, the
    income from which is, in the opinion of qualified legal counsel, exempt
    from federal regular income tax and the personal income tax imposed by
    the State of Tennessee ("Tennessee Municipal Securities"). Examples of
    Tennessee Municipal Securities include, but are not limited to:
      o tax and revenue anticipation notes ("TRANs") issued to finance
        working capital needs in anticipation of receiving taxes or other
        revenues;
      o bond anticipation notes ("BANs") that are intended to be refinanced
        through a later issuance of longer-term bonds;
      o municipal commercial paper and other short-term notes;




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




        PARTICIPATION INTERESTS.  The Fund may purchase interests in
        Tennessee Municipal Securities from financial institutions such as
        commercial and investment banks, savings associations, and insurance
        companies. These interests may take the form of participations,
        beneficial interests in a trust, partnership interests or any other
        form of indirect ownership that allows the Fund to treat the income
        from the investment as exempt from federal income tax. The Fund
        invests in these participation interests in order to obtain credit
        enhancement or demand features that would not be available through
        direct ownership of the underlying Tennessee Municipal Securities.
        MUNICIPAL LEASES.  Municipal leases are obligations issued by state
        and local governments or authorities to finance the acquisition of
        equipment and facilities. They may take the form of a lease, an
        installment purchase contract, a conditional sales contract, or a
        participation interest in any of the above. Lease obligations may be
        subject to periodic appropriation. Municipal leases are subject to
        certain specific risks in the event of default or failure of
        appropriation.
    CREDIT ENHANCEMENT.  Certain of the Fund's acceptable investments may be
    credit-enhanced by a guaranty, letter of credit, or insurance. Any
    bankruptcy, receivership, or default of the party providing the credit
    enhancement will adversely affect the quality and marketability of the




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


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




    delivery scheduled for a future time. The seller's failure to complete
    these transactions  may cause the Fund to miss a price or yield
    considered to be advantageous. Settlement dates may be a month or more
    after entering into these transactions, and the market values of the
    securities purchased may vary from the purchase prices. Accordingly, the
    Fund may pay more or less than the market value of the securities on the
    settlement date.
    The Fund may dispose of a commitment prior to settlement if the adviser
    deems it appropriate to do so. In addition, the Fund may enter into
    transactions to sell its purchase commitments to third parties at current
    market values and simultaneously acquire other commitments to purchase
    similar securities at later dates. The Fund may realize short-term
    profits or losses upon the sale of such commitments.
    RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest in restricted
    securities. Restricted securities are any securities in which the Fund
    may invest pursuant to its investment objective and policies but which
    are subject to restrictions on resale under federal securities law. Under
    criteria established by the Trustees, certain restricted securities are
    determined to be liquid. To the extent that restricted securities are not
    determined to be liquid, the Fund will limit their purchase, together
    with other illiquid securities, to 10% of its net assets.




    TEMPORARY INVESTMENTS. From time to time, when the investment adviser
    determines that market conditions call for a temporary defensive posture,
    the Fund may invest in tax-exempt or taxable securities, all of
    comparable quality to other securities in which the Fund invests, such
    as: obligations issued by or on behalf of municipal or corporate issuers;
    obligations issued or guaranteed by the U.S. government, its agencies, or
    instrumentalities; instruments issued by a U.S. branch of a domestic bank
    or other deposit institutions 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 Tennessee Municipal Securities is subject to the federal
    alternative minimum tax.
    TENNESSEE MUNICIPAL SECURITIES
    Tennessee 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.
    Tennessee 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 Tennessee 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 Tennessee 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 Tennessee 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
    Tennessee Municipal Securities acceptable for purchase by the Fund could
    become limited.
    The Fund may invest in Tennessee 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 Tennessee 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 Tennessee Municipal Securities are subject to
    the provisions of bankruptcy, insolvency, and other laws affecting the
    rights and remedies of creditors. In addition, the obligations of such
    issuers may become subject to laws enacted in the future by Congress,
    state legislators, or referenda extending the time for payment of
    principal and/or interest, or imposing other constraints upon enforcement
    of such obligations or upon the ability of states or municipalities to
    levy taxes. There is also the possibility that, as a result of litigation




    or other conditions, the power or ability of any issuer to pay, when due,
    the principal of and interest on its municipal securities may be
    materially affected.


    NON-DIVERSIFICATION
    The Fund is non-diversified. An investment in the Fund, therefore, will
    entail greater risk than would exist if it were diversified because the
    higher percentage of investments among fewer issuers may result in
    greater fluctuation in the total market value of the Fund's portfolio.
    Any economic, political, or regulatory developments affecting the value
    of the securities in the Fund's portfolio will have a greater impact on
    the total value of the portfolio than would be the case if the portfolio
    were diversified among more issuers.
    However, the Fund intends to comply with Subchapter M of the Internal
    Revenue Code. This undertaking requires that, at the end of each quarter
    of each taxable year, with regard to at least 50% of the Fund's total
    assets, no more than 5% of its total assets are invested in the
    securities of a single issuer and that with respect to the remainder of
    the Fund's total assets, no more than 25% of its total assets are
    invested in the securities of a single issuer.




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

    MANAGEMENT OF THE FUND
    BOARD OF  TRUSTEES.  The Fund is managed by a Board of Trustees. The
    Trustees are responsible for managing the Fund's business affairs and for
    exercising all the Trust's powers except those reserved for the
    shareholders. An Executive Committee of the Board of Trustees handles the
    Board's responsibilities between meetings of the Board.
    INVESTMENT ADVISER.  Investment decisions for the Fund are made by
    Federated Management, the Fund's investment adviser, subject to direction
    by the Trustees. The adviser continually conducts investment research and
    supervision for the Fund and is responsible for the purchase and sale of
    portfolio instruments.
        ADVISORY FEES.  The adviser receives an annual investment advisory
        fee equal to .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. Also, the adviser 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. This does not
        include reimbursement to the Fund of any expenses incurred by
        shareholders who use the transfer agent's subaccounting facilities.
        ADVISER'S BACKGROUND. Federated Management, a Delaware business
        trust, organized on April 11, 1989, is a registered investment
        adviser under the Investment Advisers Act of 1940. It is a
        subsidiary of Federated Investors. All of the Class A (voting)
        shares of Federated Investors are owned by a trust, the trustees of
        which are John F. Donahue, Chairman and Trustee of Federated
        Investors, Mr. Donahue's wife, and Mr. Donahue's son, J. Christopher
        Donahue, who is President and Trustee of Federated Investors.
        Federated Management and other subsidiaries of Federated Investors
        serve as investment advisers to a number of investment companies and
        private accounts. Certain other subsidiaries also provide
        administrative services to a number of investment companies. With
        over $80 billion invested across more than 250 funds under
        management and/or administration by its subsidiaries, as of December




        31, 1995, Federated Investors is one of the largest mutual fund
        investment managers in the United States. With more than 1,800
        employees, Federated continues to be led by the management who
        founded the company in 1955. Federated funds are presently at work
        in and through 4,000 financial institutions nationwide. More than
        100,000 investment professionals have selected Federated funds for
        their clients.
    Both the Trust and the adviser have adopted strict codes of ethics
    governing the conduct of all employees who manage the Fund and its
    portfolio securities. These codes recognize that such persons owe a
    fiduciary duty to the Fund's shareholders and must place the interests of
    shareholders ahead of the employees' own interests. Among other things,
    the codes: require preclearance and periodic reporting of personal
    securities transactions; prohibit personal transactions in securities
    being purchased or sold, or being considered for purchase or sale, by the
    Fund; prohibit purchasing securities in initial public offerings; and
    prohibit taking profits on securities held for less than sixty days.
    Violations of the codes are subject to review by the Trustees, and could
    result in severe penalties.
    DISTRIBUTION OF INSTITUTIONAL SHARES
    Federated Securities Corp. is the principal distributor for Institutional
    Shares of the Fund. It is a Pennsylvania corporation organized on




    November 14, 1969, and is the principal distributor for a number of
    investment companies. Federated Securities Corp. is a subsidiary of
    Federated Investors.
    SHAREHOLDER SERVICES.  The Fund has entered into a Shareholder Services
    Agreement with Federated Shareholder Services, a subsidiary of Federated
    Investors, under which the Fund may make payments up to .25 of 1% of the
    average daily net asset value of the Institutional Service Shares,
    computed at an annual rate, to obtain personal services for shareholders
    and to provide the maintenance of shareholder accounts. From time to time
    and for such periods as deemed appropriate, the amount stated above may
    be reduced voluntarily.
    Under the Shareholder Services Agreement, Federated Shareholder Services
    will either perform shareholder services directly or will select
    financial institutions to perform shareholder services.  Financial
    institutions will receive fees based upon shares owned by their clients
    or customers. The schedules of such fees and the basis upon which such
    fees will be paid will be determined from time to time by Federated
    Shareholder Services.






    ADMINISTRATION OF THE FUND
    ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary
    of Federated Investors, provides administrative personnel and services
    (including certain legal and financial reporting services) necessary to
    operate the Fund. Federated Administrative Services provides these at an
    annual rate as specified below:
                                AVERAGE AGGREGATE
          MAXIMUM FEE           DAILY NET ASSETS
          .15 of 1%             on the first $250 million
          .125 of 1%            on the next $250 million
          .10 of 1%             on the next $250 million
          .075 of 1%            on assets in excess of $750 million
    The administrative fee received during any fiscal year shall be at least
    $125,000 per portfolio and $30,000 per each additional class of shares.
    Federated Administrative Services may choose voluntarily to waive a
    portion of its fee.
    EXPENSES OF THE FUND AND INSTITUTIONAL SHARES
    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 Trustees reserve the right to allocate certain expenses to holders of
    shares as they deem 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 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. (Eastern
    time), and as of the close of trading (normally 4:00 p.m., Eastern time)
    on the New York Stock Exchange, Monday through Friday, except on New
    Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
    Labor Day, Thanksgiving Day, and Christmas Day.
    HOW TO PURCHASE SHARES

    Shares are sold at their net asset value, without a sales charge, next
    determined after an order is received, on days on which the New York
    Stock Exchange is open for business. Shares may be purchased either by
    wire or by check. The Fund reserves the right to reject any purchase
    request.
    To make a purchase, open an account by calling Federated Securities Corp.
    Information needed to establish the account will be taken by telephone.




    The minimum initial investment is $25,000. However, an account may be
    opened with a smaller amount as long as the minimum is reached within 90
    days. Minimum investments will be calculated by combining all accounts
    maintained with the Fund. Financial institutions may impose different
    minimum investment requirements on their customers.
    PURCHASING SHARES BY WIRE. Shares may be purchased by Federal Reserve
    wire by calling the Fund before 1:00 p.m. (Eastern time) to place an
    order. The order is considered received immediately. Payment by federal
    funds must be received before 3:00 p.m. (Eastern time) that day. Federal
    funds should be wired as follows: Federated Shareholder Services Company,
    c/o State Street Bank and Trust Company, Boston, MA; Attention: EDGEWIRE;
    For Credit to: Tennessee Municipal Cash Trust-Institutional Shares; Fund
    Number (this number can be found on the account statement or by
    contacting the Fund); Group Number or Order Number; Nominee or
    Institution Name; and ABA Number 011000028. Shares cannot be purchased by
    wire on holidays when wire transfers are restricted.  Questions on wire
    purchases should be directed to your shareholder services representative
    at the telephone number listed on your account statement.
    PURCHASING SHARES BY CHECK. Shares may be purchased by sending a check
    to: Federated Shareholder Services Company, P.O. Box 8600, Boston, MA
    02266-8600. The check should be made payable to Tennessee Municipal Cash
    Trust-Institutional Shares. Orders by mail are considered received when




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

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




    REDEEMING SHARES BY TELEPHONE. Redemptions in any amount may be made by
    calling the Fund provided the Fund has a properly completed authorization
    form. These forms can be obtained from Federated Securities Corp.
    Proceeds from redemption requests received before 12:00 noon (Eastern
    time) will be wired the same day to the shareholder's account at a
    domestic commercial bank which is a member of the Federal Reserve System,
    but will not include that day's dividend. Proceeds from redemption
    requests received after that time include that day's dividend but will be
    wired the following business day. Questions about telephone redemptions
    on days when wire transfers are restricted should be directed to your
    shareholder services representative at the telephone number listed on
    your account statement.
    Telephone instructions may be recorded and if reasonable procedures are
    not followed by the Fund, it may be liable for losses due to unauthorized
    or fraudulent telephone instructions.
    In the event of drastic economic or market changes, a shareholder may
    experience difficulty in redeeming by telephone. If this occurs,
    "Redeeming Shares By Mail" should be considered. If at any time the Fund
    shall determine it necessary to terminate or modify the telephone
    redemption privilege, shareholders would be promptly notified.
    REDEEMING SHARES BY MAIL. Shares may be redeemed in any amount by mailing
    a written request to: Federated Shareholder Services Company, P.O. Box




    8600, Boston, MA 02266-8600. If share certificates have been issued, they
    should be sent unendorsed with the written request by registered or
    certified mail to the address noted above.
    The written request should state: the Fund name and the class
    designation; the account name as registered with the Fund; the account
    number; and the number of shares to be redeemed or the dollar amount
    requested. All owners of the account must sign the request exactly as the
    shares are registered. Normally, a check for the proceeds is mailed
    within one business day, but in no event more than seven days, after the
    receipt of a proper written redemption request. Dividends are paid up to
    and including the day that a redemption request is processed.
    Shareholders requesting a redemption of any amount to be sent to an
    address other than that on record with the Fund or a redemption payable
    other than to the shareholder of record must have their signatures
    guaranteed by a commercial or savings bank, trust company or savings
    association whose deposits are insured by an organization which is
    administered by the Federal Deposit Insurance Corporation; a member firm
    of a domestic stock exchange; or any other "eligible guarantor
    institution," as defined in the Securities Exchange Act of 1934. The Fund
    does not accept signatures guaranteed by a notary public.






    ACCOUNT AND SHARE INFORMATION

    DIVIDENDS. Dividends are declared daily and paid monthly. Dividends are
    automatically reinvested on payment dates in additional shares of the
    Fund unless cash payments are requested by writing to the Fund. Shares
    purchased by wire before 1:00 p.m. (Eastern time) begin earning dividends
    that day. Shares purchased by check begin earning dividends the day after
    the check is converted into federal funds.
    CAPITAL GAINS. The Fund does not expect to realize any capital gains or
    losses. If capital gains or losses were to occur, they could result in an
    increase or decrease in dividends. The Fund will distribute in cash or
    additional shares any realized net long-term capital gains at least once
    every 12 months.
    CERTIFICATES AND CONFIRMATIONS. As transfer agent for the Fund, Federated
    Shareholder Services Company maintains a share account for each
    shareholder. Share certificates are not issued unless requested by
    contacting the Fund or Federated Shareholder Services Company in writing.
    Monthly confirmations are sent to report all transactions as well as
    dividends paid during the month.
    ACCOUNTS WITH LOW BALANCES. Due to the high cost of maintaining accounts
    with low balances, the Fund may redeem shares in any account and pay the




    proceeds to the shareholder if the account balance falls below a required
    minimum value of $25,000 due to shareholder redemptions. Before shares
    are redeemed to close an account, the shareholder is notified in writing
    and allowed 30 days to purchase additional shares to meet the minimum
    requirement.
    VOTING RIGHTS. Each share of the Trust owned by a shareholder gives that
    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 shareholders of that portfolio or
    class are entitled to vote. The Trust is not required to hold annual
    shareholder meetings. Shareholder approval will be sought only for
    certain changes in the Trust's or the Fund's operation and for election
    of Trustees under certain circumstances.
    Trustees may be removed by the Trustees or by shareholders at a special
    meeting. A special meeting shall be called by the Trustees upon the
    written request of shareholders owning at least 10% of the outstanding
    shares of the Trust.
    TAX INFORMATION

    FEDERAL INCOME TAX
    The Fund will pay no federal income tax because it expects to meet
    requirements of the Internal Revenue Code applicable to regulated




    investment companies and to receive the special tax treatment afforded to
    such companies. The Fund will be treated as a single, separate entity for
    federal income tax purposes so that income (including capital gains) and
    losses realized by the Trust's other portfolios will not be combined for
    tax purposes with those realized by the Fund.
    Shareholders are not required to pay the federal regular income tax on
    any dividends received from the Fund that represent net interest on tax-
    exempt municipal bonds. However, under the Tax Reform Act of 1986,
    dividends representing net interest earned on certain "private activity"
    bonds issued after August 7, 1986, may be included in calculating the
    federal individual alternative minimum tax or the federal alternative
    minimum tax for corporations. The Fund may purchase, within the limits of
    its investment policies, 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 Tennessee. Shareholders are urged to consult their own tax advisers
    regarding the status of their accounts under state and local tax laws.
    STATE OF TENNESSEE TAXES
    Under existing Tennessee law, distributions made by the Fund will not be
    subject to Tennessee personal 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
    Tennessee or its political subdivisions; or (ii) interest on certain
    obligations of the United States, or any agency or instrumentality
    thereof. To the extent that distributions by the Fund are derived from
    distributions on other types of obligations, such distributions will be
    subject to Tennessee personal income taxes.
    Distributions made by the Fund will be subject to the excise taxes
    imposed on corporations.




    OTHER CLASSES OF SHARES

    The Fund also offers another class of shares called Institutional Service
    Shares. Institutional Service Shares are sold primarily to financial
    institutions acting in an agency capacity. Institutional Service Shares
    are sold at net asset value and are subject to a Shareholder Services
    Agreement. Investments in Institutional Service Shares are subject to a
    minimum initial investment of $10,000 over a 90-day period.
    Institutional Shares and Institutional Service Shares are subject to
    certain of the same expenses. Expense differences between classes may
    affect the performance of each class.
    To obtain more information and a prospectus for any other class,
    investors may call 1-800-235-4669.
    PERFORMANCE INFORMATION

    From time to time, the Fund advertises its total return, yield, effective
    yield, and tax-equivalent yield. The performance figures will be
    calculated separately for each class of shares.
    Yield represents the annualized rate of income earned on an investment
    over a seven-day period. It is the annualized dividends earned during the
    period on an investment shown as a percentage of the investment. The
    effective yield is calculated similarly to the yield, but when
    annualized, the income earned by an investment is assumed to be




    reinvested daily. The effective yield will be slightly higher than the
    yield because of the compounding effect of this assumed reinvestment. The
    tax-equivalent yield is calculated similarly to the yield, but is
    adjusted to reflect the taxable yield that would have to be earned to
    equal the Fund's tax exempt yield, assuming a specific tax rate.
    Total return represents the change, over a specified period of time, in
    the value of an investment in the shares after reinvesting all income
    distributions. It is calculated by dividing that change by the initial
    investment and is expressed as a percentage.
    From time to time, advertisements for the Fund may refer to ratings,
    rankings, and other information in certain financial publications and/or
    compare the Fund's performance to certain indices.


    ADDRESSES

    Tennessee Municipal Cash Trust
          Institutional Shares     Federated Investors Tower
                                   Pittsburgh, PA 15222-3779


    Distributor




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


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


    Custodian
          State Street Bank and Trust Company                    P.O. Box
    8600                           P.O. Box 8600
                                   Boston, MA  02266-8600


    Transfer Agent and Dividend Disbursing Agent
          Federated Shareholder
            Services Company       P.O. Box 8600
                                   Boston, MA  02266-8600


    Independent Public Accountants
          Arthur Andersen LLP      2100 One PPG Place




                                   Pittsburgh, PA  15222







   TENNESSEE MUNICIPAL CASH TRUST
   INSTITUTIONAL SHARES

   Prospectus

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

    Prospectus dated May 14, 1996

    CUSIP
    G01682-01 (5/96)






          FEDERATED SECURITIES CORP.
          Distributor
          A subsidiary of FEDERATED INVESTORS
          Federated Investors Tower
          Pittsburgh, PA  15222-3779






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

   PROSPECTUS

    The Institutional Service Shares of Tennessee Municipal Cash Trust (the
    "Fund") offered by this prospectus represent interests in a non-
    diversified portfolio of Federated Municipal Trust (the "Trust"), an
    open-end management investment company (a mutual fund). The Fund invests
    primarily in short-term Tennessee municipal securities, including
    securities of states, territories, and possessions of the United States
    which are not issued by or on behalf of Tennessee, or its political
    subdivisions and financing authorities, but which provide current income
    exempt from federal regular income tax and the personal income tax
    imposed by the State of Tennessee 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 May
    14, 1996, with the Securities and Exchange Commission. The information
    contained in the Statement of Additional Information is incorporated by
    reference into this prospectus. You may request a copy of the Statement
    of Additional Information or a paper copy of this prospectus, if you have
    received your prospectus electronically, free of charge by calling 1-800-
    235-4669. To obtain other information, or make inquiries about the Fund,
    contact the Fund at the address listed in the back of this prospectus.
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
    AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
    PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
    REPRESENTATION TO THE CONTRARY IS A CRIMINAL  OFFENSE.
    Prospectus dated May 14, 1996




   SUMMARY OF FUND EXPENSES          1

   GENERAL INFORMATION               2

   INVESTMENT INFORMATION            2

     Investment Objective            2
     Investment Policies             2
     Tennessee Municipal Securities  4
     Investment Risks                5
     Non-Diversification             5
     Investment Limitations          6
   FUND INFORMATION                  6

     Management of the Fund          6
     Distribution of Institutional
      Service Shares                 7
     Administration of the Fund      7
     Expenses of the Fund and
      Institutional Service Shares   8
   NET ASSET VALUE                   8

   HOW TO PURCHASE SHARES            9

     Special Purchase Features       9




   HOW TO REDEEM SHARES             10

     Special Redemption Features    11
   ACCOUNT AND SHARE INFORMATION    11

   TAX INFORMATION                  12

     Federal Income Tax             12
     State and Local Taxes          12
     State of Tennessee Taxes       12
   OTHER CLASSES OF SHARES          13

   PERFORMANCE INFORMATION          13

   ADDRESSES                        14





    SUMMARY OF FUND EXPENSES

                          INSTITUTIONAL SERVICE SHARES
                        SHAREHOLDER TRANSACTION EXPENSES
    Maximum Sales Charge Imposed on Purchases
        (as a percentage of offering price) ........   None
    Maximum Sales Charge Imposed on Reinvested Dividends
       (as a percentage of offering price) .........   None
    Contingent Deferred Sales Charge
       (as a percentage of original purchase
        price or redemption proceeds, as applicable)   None
    Redemption Fee (as a percentage of
       amount redeemed, if applicable) .............   None
    Exchange Fee ...................................   None
                            ANNUAL OPERATING EXPENSES
               (As a percentage of projected average net assets) *
    Management Fee (after waiver) (1)  .............   0.00%
    12b-1 Fee  ................................... .   None
    Total Other Expenses (after expense reimbursement) 0.60%
                   Shareholder Services Fee  .......        0.25%
    Total Operating Expenses (2)  ..................   0.60%
    (1)  The estimated management fee has been reduced to reflect the
    anticipated voluntary waiver of the management fee.  The adviser can




    terminate this anticipated voluntary waiver at any time at its sole
    discretion.  The maximum management fee is 0.50%.
    (2)  The total operating expenses are estimated to be 1.68% absent the
    anticipated voluntary waiver of a portion of the management fee and the
    anticipated voluntary reimbursement of certain other operating expenses.
    *Total Institutional Service Shares operating expenses are estimated
    based on average expenses expected to be incurred during the period
    ending October 31, 1996.  During the course of this period, expenses may
    be more or less than the average amount shown.
      The purpose of this table is to assist an investor in understanding
    the various costs and expenses that a shareholder of the 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 "Fund Information".  Wire--transferred redemptions
    of less than $5,000 may be subject to additional fees.
    EXAMPLE                             1 year    3 years
    You would pay the following expenses on a $1,000
    investment, assuming (1) 5% annual return and
    (2) redemption at the end of each time period.....
                    $6        $19
      THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
    FUTURE EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE




    SHOWN.  THIS EXAMPLE IS BASED ON ESTIMATED DATA FOR THE INSTITUTIONAL
    SERVICE SHARES' FISCAL YEAR ENDING OCTOBER 31, 1996.


    GENERAL INFORMATION

    The Trust was established as a Massachusetts business trust under a
    Declaration of Trust dated September 1, 1989. The Declaration of Trust
    permits the Trust to offer separate series of shares representing
    interests in separate portfolios of securities. The shares in any one
    portfolio may be offered in separate classes. With respect to this Fund,
    as of the date of this prospectus, the Board of Trustees 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 in short-term Tennessee municipal securities. The
    Fund may not be a suitable investment for retirement plans or for non-
    Tennessee taxpayers because it invests in municipal securities of that
    state. A minimum initial investment of $10,000 within a 90-day period is
    required.




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

    INVESTMENT OBJECTIVE
    The investment objective of the Fund is current income exempt from
    federal regular income tax and the personal income tax imposed by the
    State of Tennesee consistent with stability of principal and liquidity.
    This investment objective cannot be changed without shareholder approval.
    While there is no assurance that the Fund will achieve its investment
    objective, it endeavors to do so by complying with the various
    requirements of Rule 2a-7 under the Investment Company Act of 1940, which
    regulates money market mutual funds, and by following the investment
    policies described in this prospectus.
    INVESTMENT POLICIES
    The Fund pursues its investment objective by investing in a portfolio of
    Tennessee municipal securities maturing in 13 months or less. The average
    maturity of the securities in the Fund's portfolio, computed on a dollar-
    weighted basis, will be 90 days 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 tax imposed by the State of
    Tennessee (Federal regular income tax does not include the federal




    individual alternative minimum tax or the federal alternative minimum tax
    for corporations.) Unless indicated otherwise, the investment policies
    may be changed by the Board of Trustees without shareholder approval.
    Shareholders will be notified before any material change in these
    policies becomes effective.
    ACCEPTABLE INVESTMENTS. The Fund invests primarily in debt obligations
    issued by or on behalf of Tennessee and its political subdivisions and
    financing authorities, and obligations of other states, territories, and
    possessions of the United States, including the District of Columbia, and
    any political subdivision or financing authority of any of these, the
    income from which is, in the opinion of qualified legal counsel, exempt
    from federal regular income tax and the personal income tax imposed by
    the State of Tennessee ("Tennessee Municipal Securities"). Examples of
    Tennessee Municipal Securities include, but are not limited to:
      o tax and revenue anticipation notes ("TRANs") issued to finance
        working capital needs in anticipation of receiving taxes or other
        revenues;
      o bond anticipation notes ("BANs") that are intended to be refinanced
        through a later issuance of longer-term bonds;
      o municipal commercial paper and other short-term notes;
      o variable rate demand notes;




      o municipal bonds (including bonds having serial maturities and pre-
        refunded bonds) and leases; and
      o participation, trust, and partnership interests in any of the
        foregoing obligations.
        VARIABLE RATE DEMAND NOTES. Variable rate demand notes are long-term
        debt instruments that have variable or floating interest rates and
        provide the Fund with the right to tender the security for
        repurchase at its stated principal amount plus accrued interest.
        Such securities typically bear interest at a rate that is intended
        to cause the securities to trade at par. The interest rate may float
        or be adjusted at regular intervals (ranging from daily to
        annually), and is normally based on a published interest rate or
        interest rate index. Most variable rate demand notes allow the Fund
        to demand the repurchase of the security on not more than seven days
        prior notice. Other notes only permit the Fund to tender the
        security at the time of each interest rate adjustment or at other
        fixed intervals. See "Demand Features." The Fund treats variable
        rate demand notes as maturing on the later of the date of the next
        interest rate adjustment or the date on which the Fund may next
        tender the security for repurchase.
        PARTICIPATION INTERESTS.  The Fund may purchase interests in
        Tennessee Municipal Securities from financial institutions such as




        commercial and investment banks, savings associations, and insurance
        companies. These interests may take the form of participations,
        beneficial interests in a trust, partnership interests or any other
        form of indirect ownership that allows the Fund to treat the income
        from the investment as exempt from federal income tax. The Fund
        invests in these participation interests in order to obtain credit
        enhancement or demand features that would not be available through
        direct ownership of the underlying Tennessee Municipal Securities.
        MUNICIPAL LEASES.  Municipal leases are obligations issued by state
        and local governments or authorities to finance the acquisition of
        equipment and facilities. They may take the form of a lease, an
        installment purchase contract, a conditional sales contract, or a
        participation interest in any of the above. Lease obligations may be
        subject to periodic appropriation. Municipal leases are subject to
        certain specific risks in the event of default or failure of
        appropriation.
    CREDIT ENHANCEMENT.  Certain of the Fund's acceptable investments may be
    credit-enhanced by a guaranty, letter of credit, or insurance. Any
    bankruptcy, receivership, or default of the party providing the credit
    enhancement will adversely affect the quality and marketability of the
    underlying security. The Fund may have more than 25% of its total assets
    invested in securities credit-enhanced by banks.




    DEMAND FEATURES.  The Fund may acquire securities that are subject to
    puts and standby commitments ("demand features") to purchase the
    securities at their principal amount (usually with accrued interest)
    within a fixed period (usually seven days) following a demand by the
    Fund. The demand feature may be issued by the issuer of the underlying
    securities, a dealer in the securities, or by another third party, and
    may not be transferred separately from the underlying security. The Fund
    uses these arrangements to provide the Fund with liquidity and not to
    protect against changes in the market value of the underlying securities.
    The bankruptcy, receivership, or default by the issuer of the demand
    feature, or a default on the underlying security or other event that
    terminates the demand feature before its exercise, will adversely affect
    the liquidity of the underlying security. Demand features that are
    exercisable even after a payment default on the underlying security may
    be treated as a form of credit enhancement.
    WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase
    securities on a when-issued or delayed delivery basis. These transactions
    are arrangements in which the Fund purchases securities with payment and
    delivery scheduled for a future time. The seller's failure to complete
    these transactions  may cause the Fund to miss a price or yield
    considered to be advantageous. Settlement dates may be a month or more
    after entering into these transactions, and the market values of the




    securities purchased may vary from the purchase prices. Accordingly, the
    Fund may pay more or less than the market value of the securities on the
    settlement date.
    The Fund may dispose of a commitment prior to settlement if the adviser
    deems it appropriate to do so. In addition, the Fund may enter into
    transactions to sell its purchase commitments to third parties at current
    market values and simultaneously acquire other commitments to purchase
    similar securities at later dates. The Fund may realize short-term
    profits or losses upon the sale of such commitments.
    RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest in restricted
    securities. Restricted securities are any securities in which the Fund
    may invest pursuant to its investment objective and policies but which
    are subject to restrictions on resale under federal securities law. Under
    criteria established by the Trustees, certain restricted securities are
    determined to be liquid. To the extent that restricted securities are not
    determined to be liquid, the Fund will limit their purchase, together
    with other illiquid securities, to 10% of its net assets.
    TEMPORARY INVESTMENTS. From time to time, when the investment adviser
    determines that market conditions call for a temporary defensive posture,
    the Fund may invest in tax-exempt or taxable securities, all of
    comparable quality to other securities in which the Fund invests, such
    as: obligations issued by or on behalf of municipal or corporate issuers;




    obligations issued or guaranteed by the U.S. government, its agencies, or
    instrumentalities; instruments issued by a U.S. branch of a domestic bank
    or other deposit institutions 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 Tennessee Municipal Securities is subject to the federal
    alternative minimum tax.
    TENNESSEE MUNICIPAL SECURITIES
    Tennessee 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.
    Tennessee 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 Tennessee 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 Tennessee 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 Tennessee 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




    Tennessee Municipal Securities acceptable for purchase by the Fund could
    become limited.
    The Fund may invest in Tennessee 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 Tennessee 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 Tennessee Municipal Securities are subject to
    the provisions of bankruptcy, insolvency, and other laws affecting the
    rights and remedies of creditors. In addition, the obligations of such
    issuers may become subject to laws enacted in the future by Congress,
    state legislators, or referenda extending the time for payment of
    principal and/or interest, or imposing other constraints upon enforcement
    of such obligations or upon the ability of states or municipalities to
    levy taxes. There is also the possibility that, as a result of litigation
    or other conditions, the power or ability of any issuer to pay, when due,
    the principal of and interest on its municipal securities may be
    materially affected.
    NON-DIVERSIFICATION
    The Fund is non-diversified. An investment in the Fund, therefore, will
    entail greater risk than would exist if it were diversified because the




    higher percentage of investments among fewer issuers may result in
    greater fluctuation in the total market value of the Fund's portfolio.
    Any economic, political, or regulatory developments affecting the value
    of the securities in the Fund's portfolio will have a greater impact on
    the total value of the portfolio than would be the case if the portfolio
    were diversified among more issuers.
    However, the Fund intends to comply with Subchapter M of the Internal
    Revenue Code. This undertaking requires that, at the end of each quarter
    of each taxable year, with regard to at least 50% of the Fund's total
    assets, no more than 5% of its total assets are invested in the
    securities of a single issuer and that with respect to the remainder of
    the Fund's total assets, no more than 25% of its total assets are
    invested in the securities of a single issuer.
    INVESTMENT LIMITATIONS
    The Fund will not borrow money directly or through reverse repurchase
    agreements (arrangements in which the Fund sells a money market
    instrument for a percentage of its cash value with an agreement to buy it
    back on a set date) or pledge securities except, under certain
    circumstances, the Fund may borrow up to one-third of the value of its
    total assets and pledge assets to secure such borrowings. These
    investment limitations cannot be changed without shareholder approval.




    FUND INFORMATION

    MANAGEMENT OF THE FUND
    BOARD OF  TRUSTEES.  The Fund is managed by a Board of Trustees. The
    Trustees are responsible for managing the Fund's business affairs and for
    exercising all the Trust's powers except those reserved for the
    shareholders. An Executive Committee of the Board of Trustees handles the
    Board's responsibilities between meetings of the Board.
    INVESTMENT ADVISER.  Investment decisions for the Fund are made by
    Federated Management, the Fund's investment adviser, subject to direction
    by the Trustees. The adviser continually conducts investment research and
    supervision for the Fund and is responsible for the purchase and sale of
    portfolio instruments.
        ADVISORY FEES.  The adviser receives an annual investment advisory
        fee equal to .50 of 1% of the Fund's average daily net assets. The
        adviser has undertaken to reimburse the Fund up to the amount of the
        advisory fee for operating expenses in excess of limitations
        established by certain states. The adviser also may voluntarily
        choose to waive a portion of its fee or reimburse other expenses of
        the Fund, but reserves the right to terminate such waiver or
        reimbursement at any time at its sole discretion.
        ADVISER'S BACKGROUND. Federated Management, a Delaware business
        trust, organized on April 11, 1989, is a registered investment




        adviser under the Investment Advisers Act of 1940. It is a
        subsidiary of Federated Investors. All of the Class A (voting)
        shares of Federated Investors are owned by a trust, the trustees of
        which are John F. Donahue, Chairman and Trustee of Federated
        Investors, Mr. Donahue's wife, and Mr. Donahue's son, J. Christopher
        Donahue, who is President and Trustee of Federated Investors.
        Federated Management and other subsidiaries of Federated Investors
        serve as investment advisers to a number of investment companies and
        private accounts. Certain other subsidiaries also provide
        administrative services to a number of investment companies. With
        over $80 billion invested across more than 250 funds under
        management and/or administration by its subsidiaries, as of December
        31, 1995, Federated Investors is one of the largest mutual fund
        investment managers in the United States. With more than 1,800
        employees, Federated continues to be led by the management who
        founded the company in 1955. Federated funds are presently at work
        in and through 4,000 financial institutions nationwide. More than
        100,000 investment professionals have selected Federated funds for
        their clients.
    Both the Trust and the adviser have adopted strict codes of ethics
    governing the conduct of all employees who manage the Fund and its
    portfolio securities. These codes recognize that such persons owe a




    fiduciary duty to the Fund's shareholders and must place the interests of
    shareholders ahead of the employees' own interests. Among other things,
    the codes: require preclearance and periodic reporting of personal
    securities transactions; prohibit personal transactions in securities
    being purchased or sold, or being considered for purchase or sale, by the
    Fund; prohibit purchasing securities in initial public offerings; and
    prohibit taking profits on securities held for less than sixty days.
    Violations of the codes are subject to review by the Trustees, and could
    result in severe penalties.
    DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES
    Federated Securities Corp. is the principal distributor for Institutional
    Service Shares of the Fund. It is a Pennsylvania corporation organized on
    November 14, 1969, and is the principal distributor for a number of
    investment companies. Federated Securities Corp. is a subsidiary of
    Federated Investors.
    SHAREHOLDER SERVICES.  The Fund has entered into a Shareholder Services
    Agreement with Federated Shareholder Services, a subsidiary of Federated
    Investors, under which the Fund may make payments up to .25 of 1% of the
    average daily net asset value of the Institutional Service Shares,
    computed at an annual rate, to obtain personal services for shareholders
    and to provide the maintenance of shareholder accounts. From time to time




    and for such periods as deemed appropriate, the amount stated above may
    be reduced voluntarily.
    Under the Shareholder Services Agreement, Federated Shareholder Services
    will either perform shareholder services directly or will select
    financial institutions to perform shareholder services.  Financial
    institutions will receive fees based upon shares owned by their clients
    or customers. The schedules of such fees and the basis upon which such
    fees will be paid will be determined from time to time by Federated
    Shareholder Services.
    ADMINISTRATION OF THE FUND
    ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary
    of Federated Investors, provides administrative personnel and services
    (including certain legal and financial reporting services) necessary to
    operate the Fund. Federated Administrative Services provides these at an
    annual rate as specified below:


                                AVERAGE AGGREGATE
          MAXIMUM FEE           DAILY NET ASSETS
          .15 of 1%             on the first $250 million
          .125 of 1%            on the next $250 million
          .10 of 1%             on the next $250 million




          .075 of 1%            on assets in excess of $750 million
    The administrative fee received during any fiscal year shall be at least
    $125,000 per portfolio and $30,000 per each additional class of shares.
    Federated Administrative Services may choose voluntarily to waive a
    portion of its fee.
    EXPENSES OF THE FUND AND INSTITUTIONAL SERVICE SHARES
    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 Shareholder Services Agreement which relate to shares.
    However, the Trustees reserve the right to allocate certain other
    expenses to holders of shares as they deem 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 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. (Eastern
    time), and as of the close of trading (normally 4:00 p.m., Eastern time)
    on the New York Stock Exchange, Monday through Friday, except on New




    Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
    Labor Day, Thanksgiving Day, and Christmas Day.
    HOW TO PURCHASE SHARES

    Shares are sold at their net asset value, without a sales charge, next
    determined after an order is received, on days which the New York Stock
    Exchange is open for business. Shares may be purchased as described
    below, either through a financial institution (such as a bank or
    broker/dealer) or by wire or by check directly from the Fund, with a
    minimum initial investment of $10,000 or more within a 90-day period.
    Financial institutions may impose different minimum investment
    requirements on their customers.
    In connection with any sale, Federated Securities Corp. may from time to
    time offer certain items of nominal value to any shareholder or investor.
    The Fund reserves the right to reject any purchase request. An account
    must be established at a financial institution or by completing, signing,
    and returning the new account form available from the Fund before shares
    can be purchased.
    PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION. Investors may purchase
    shares through a financial institution which has a sales agreement with
    the distributor. Orders are considered received when the Fund receives
    payment by wire or converts payment by check from the financial
    institution into federal funds. It is the financial institution's




    responsibility to transmit orders promptly. Financial institutions may
    charge additional fees for their services.
    PURCHASING SHARES BY WIRE. Shares may be purchased by wire by calling the
    Fund before 1:00 p.m. (Eastern time) to place an order. 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 Shareholder Services Company, c/o State Street Bank and Trust
    Company, Boston, MA; Attention: EDGEWIRE; For Credit to: Tennessee
    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 Number
    011000028. Shares cannot be purchased by wire on holidays when wire
    transfers are restricted.  Questions on wire purchases should be directed
    to your shareholder services representative at the telephone number
    listed on your account statement.
    PURCHASING SHARES BY CHECK. Shares may be purchased by sending a check
    to: Federated Shareholder Services Company, P.O. Box 8600, Boston, MA
    02266-8600. The check should be made payable to Tennessee Municipal Cash
    Trust-Institutional Service Shares. Please include an account number on
    the check. Orders by mail are considered received when payment by check




    is converted into federal funds (normally the business day after the
    check is received), and shares begin earning dividends the next day.
    SUBACCOUNTING SERVICES. Financial institutions are encouraged to open
    single master accounts. A subaccounting system is available through the
    transfer agent to minimize internal recordkeeping requirements. The
    transfer agent charges a fee based on the level of subaccounting services
    rendered. Financial institutions may charge or pass through subaccounting
    fees as part of or in addition to normal trust or agency account fees.
    They may also charge fees for other services provided which may be
    related to the ownership of Fund shares. This prospectus should,
    therefore, be read together with any agreement between the customer and
    the financial institution with regard to the services provided, the fees
    charged for those services, and any restrictions and limitations imposed.
    State securities laws may require certain financial institutions such as
    depository institutions to register as dealers.
    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
    Shareholder Services Company receives the redemption request. According
    to the shareholder's instructions, redemption proceeds can be sent to the
    financial institution or to the shareholder by check or by wire. The
    financial institution is responsible for promptly submitting redemption
    requests and providing proper written redemption instructions. Customary
    fees and commissions may be charged by the financial institution for this
    service.
    REDEEMING SHARES BY TELEPHONE. Redemptions  in any amount may be made by
    calling the Fund provided the Fund has a properly completed authorization
    form. These forms can be obtained from Federated Securities Corp.
    Proceeds from redemption requests received before 12:00 noon (Eastern
    time) will be wired the same day to the shareholder's account at a
    domestic commercial bank which is a member of the Federal Reserve System,
    but will not include that day's dividend. Proceeds from redemption




    requests received after that time include that day's dividend but will be
    wired the following business day. Proceeds from redemption requests
    received on holidays when wire transfers are restricted will be wired the
    following business day. Questions about telephone redemptions on days
    when wire transfers are restricted should be directed to your shareholder
    services representative at the telephone number listed on your account
    statement. Under limited circumstances, arrangements may be made with the
    distributor for same-day payment of proceeds, without that day's
    dividend, for redemption requests received before 2:00 p.m. (Eastern
    time). Proceeds from redeemed shares purchased by check or through ACH
    will not be wired until that method of payment has cleared.
    Telephone instructions may be recorded and if reasonable procedures are
    not followed by the Fund, it may be liable for losses due to unauthorized
    or fraudulent telephone instructions.
    In the event of drastic economic or market changes, a shareholder may
    experience difficulty in redeeming by telephone. If this occurs,
    "Redeeming Shares By Mail" should be considered. If at any time the Fund
    shall determine it necessary to terminate or modify the telephone
    redemption privilege, shareholders would be promptly notified.




    REDEEMING SHARES BY MAIL. Shares may be redeemed in any amount by mailing
    a written request to: Federated Shareholder Services Company, P.O. Box
    8600, Boston, MA 02266-8600. If share certificates have been issued, they
    should be sent unendorsed with the written request by registered or
    certified mail to the address noted above.
    The written request should state: the Fund name and the class
    designation; the account name as registered with the Fund; the account
    number; and the number of shares to be redeemed or the dollar amount
    requested. All owners of the account must sign the request exactly as the
    shares are registered. Normally, a check for the proceeds is mailed
    within one business day, but in no event more than seven days, after the
    receipt of a proper written redemption request. Dividends are paid up to
    and including the day that a redemption request is processed.
    Shareholders requesting a redemption of any amount to be sent to an
    address other than that on record with the Fund or a redemption payable
    other than to the shareholder of record must have their signatures
    guaranteed by a commercial or savings bank, trust company or savings
    association whose deposits are insured by an organization which is
    administered by the Federal Deposit Insurance Corporation; a member firm
    of a domestic stock exchange; or any other "eligible guarantor
    institution," as defined in the Securities Exchange Act of 1934. The Fund
    does not accept signatures guaranteed by a notary public.




    SPECIAL REDEMPTION FEATURES
    CHECK WRITING. Upon request, a checking account will be established to
    allow shareholders to redeem their Fund shares. Shareholder accounts will
    continue to receive the daily dividend declared on the shares to be
    redeemed until the check is presented to UMB Bank, N.A., the bank
    responsible for administering the check writing program, for payment.
    However, checks should never be made payable or sent to UMB Bank, N.A. or
    the Fund to redeem shares, and a check may not be written to close an
    account.
    DEBIT CARD. Upon request, a debit account will be established. This
    account allows shareholders to redeem shares by using a debit card. A fee
    will be charged to the account for this service.
    SYSTEMATIC WITHDRAWAL PROGRAM. If a shareholder's account has a value of
    at least $10,000, a systematic withdrawal program may be established
    whereby automatic redemptions are made from the account and transferred
    electronically to any commercial bank, savings bank, or credit union that
    is an ACH member. Shareholders may apply for participation in this
    program through their financial institutions or the Fund.
    ACCOUNT AND SHARE INFORMATION

    DIVIDENDS. Dividends are declared daily and paid monthly. Dividends are
    automatically reinvested on payment dates in additional shares of the
    Fund unless cash payments are requested by writing to the Fund.




    CAPITAL GAINS. The Fund does not expect to realize any capital gains or
    losses. If capital gains or losses were to occur, they could result in an
    increase or decrease in dividends. The Fund will distribute in cash or
    additional shares any realized net long-term capital gains at least once
    every 12 months.
    CERTIFICATES AND CONFIRMATIONS. As transfer agent for the Fund, Federated
    Shareholder Services Company maintains a share account for each
    shareholder. Share certificates are not issued unless requested by
    contacting the Fund or Federated Shareholder Services Company in writing.
    Monthly confirmations are sent to report all transactions as well as
    dividends paid during the month.
    ACCOUNTS WITH LOW BALANCES. Due to the high cost of maintaining accounts
    with low balances, the Fund may redeem shares in any account  and pay the
    proceeds to the shareholder if the account balance falls below a required
    minimum value of $10,000 due to shareholder redemptions. Before shares
    are redeemed to close an account, the shareholder is notified in writing
    and allowed 30 days to purchase additional shares to meet the minimum
    requirement.
    VOTING RIGHTS. Each share of the Trust owned by a shareholder gives that
    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 shareholders of that portfolio or
    class are entitled to vote. The Trust is not required to hold annual
    shareholder meetings. Shareholder approval will be sought only for
    certain changes in the Trust's or the Fund's operation and for election
    of Trustees under certain circumstances.
    Trustees may be removed by the Trustees or by shareholders at a special
    meeting. A special meeting shall be called by the Trustees upon the
    written request of shareholders owning at least 10% of the outstanding
    shares of the Trust.
    TAX INFORMATION

    FEDERAL INCOME TAX
    The Fund will pay no federal income tax because it expects to meet
    requirements of the Internal Revenue Code applicable to regulated
    investment companies and to receive the special tax treatment afforded to
    such companies. The Fund will be treated as a single, separate entity for
    federal income tax purposes so that income (including capital gains) and
    losses realized by the Trust's other portfolios will not be combined for
    tax purposes with those realized by the Fund.
    Shareholders are not required to pay the federal regular income tax on
    any dividends received from the Fund that represent net interest on tax-
    exempt municipal bonds. However, under the Tax Reform Act of 1986,
    dividends representing net interest earned on certain "private activity"




    bonds issued after August 7, 1986, may be included in calculating the
    federal individual alternative minimum tax or the federal alternative
    minimum tax for corporations. The Fund may purchase, within the limits of
    its investment policies, 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 Tennessee. Shareholders are urged to consult their own tax advisers
    regarding the status of their accounts under state and local tax laws.




    STATE OF TENNESSEE TAXES
    Under existing Tennessee law, distributions made by the Fund will not be
    subject to Tennessee personal 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
    Tennessee or its political subdivisions; or (ii) interest on certain
    obligations of the United States, or any agency or instrumentality
    thereof. To the extent that distributions by the Fund are derived from
    distributions on other types of obligations, such distributions will be
    subject to Tennessee personal income taxes.
    Distributions made by the Fund will be subject to the excise taxes
    imposed on corporations.
    OTHER CLASSES OF SHARES

    The Fund also offers another class of shares called Institutional Shares
    that are sold primarily to financial institutions acting in a fiduciary
    capacity. Institutional Shares are sold at net asset value and are sold
    pursuant to a Shareholder Services Agreement. Investments in
    Institutional Shares are subject to a minimum initial investment of
    $25,000 within a 90 day period.
    Institutional Service Shares and Institutional Shares are subject to
    certain of the same expenses.  Expense differences, however, between




    Institutional Service Shares and Institutional Shares may affect the
    performance of each class.
    To obtain more information and a prospectus for any other class,
    investors may call 1-800-235-4669.
    PERFORMANCE INFORMATION

    From time to time, the Fund advertises its total return, yield, effective
    yield, and tax-equivalent yield. The performance figures will be
    calculated separately for each class of shares.
    Yield represents the annualized rate of income earned on an investment
    over a seven-day period. It is the annualized dividends earned during the
    period on an investment shown as a percentage of the investment. The
    effective yield is calculated similarly to the yield, but when
    annualized, the income earned by an investment is assumed to be
    reinvested daily. The effective yield will be slightly higher than the
    yield because of the compounding effect of this assumed reinvestment. The
    tax-equivalent yield is calculated similarly to the yield, but is
    adjusted to reflect the taxable yield that would have to be earned to
    equal the Fund's tax exempt yield, assuming a specific tax rate.
    Total return represents the change, over a specified period of time, in
    the value of an investment in the shares after reinvesting all income
    distributions. It is calculated by dividing that change by the initial
    investment and is expressed as a percentage.




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


    ADDRESSES

    Tennessee Municipal Cash Trust
          Institutional Service Shares                           Federated
    Investors Tower
                                   Pittsburgh, PA 15222-3779


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


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




    Custodian
          State Street Bank and Trust Company
                                   P.O. Box 8600
                                   Boston, MA  02266-8600


    Transfer Agent and Dividend Disbursing Agent
          Federated  Shareholder
            Services Company       P.O. Box 8600
                                   Boston, MA  02266-8600


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






   TENNESSEE MUNICIPAL CASH TRUST
INSTITUTIONAL SERVICE SHARES

   Prospectus

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

Prospectus dated May 14, 1996

    CUSIP (Number)
    #######X (5/96)







         Federated Securities Corp.

          FEDERATED SECURITIES CORP.
          Distributor
          A subsidiary of FEDERATED INVESTORS
          Federated Investors Tower
          Pittsburgh, PA  15222-3779






                       TENNESSEE MUNICIPAL CASH TRUST
                 (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
                            INSTITUTIONAL SHARES
                         INSTITUTIONAL SERVICE SHARES
                     STATEMENT OF ADDITIONAL INFORMATION
   This Statement of Additional Information should be read with the
   prospectuses of Tennessee Municipal Cash Trust (the "Fund"), a portfolio
   of Federated Municipal Trust (the "Trust") dated May 14, 1996. This
   Statement is not a prospectus. You may request a copy of a prospectus or a
   paper copy of this Statement, if you have received it electronically, free
   of charge by calling 1-800-235-4669.

   FEDERATED INVESTORS TOWER
   PITTSBURGH, PA 15222-3779

                          Statement dated May 14, 1996
    Federated Securities Corp.









    Distributor
    A subsidiary of Federated Investors




   INVESTMENT POLICIES                     2

     Acceptable Investments                2
     Participation Interests               2
     Municipal Leases                      3
     Ratings                               4
     When-Issued and Delayed Delivery
      Transactions                         5
     Repurchase Agreements                 5
     Reverse Repurchase Agreements         6
     Credit Enhancement                    7
   TENNESSEE INVESTMENT RISKS              2

   INVESTMENT LIMITATIONS                  9

   FEDERATED MUNICIPAL TRUST MANAGEMENT

     15

     The Funds

      25




     Share Ownership

      27
     Trustees Compensation

      27
     Trustee Liability

      30
   INVESTMENT ADVISORY SERVICES

     30

     Investment Adviser

      30
     Advisory Fees

      30
   BROKERAGE TRANSACTIONS

     31




   OTHER SERVICES

     33

     Fund Administration

      33
     Custodian and Portfolio Recordkeeper

      33
     Transfer Agent

      34
     Independent Auditors

      34
   SHAREHOLDER SERVICES

     34

   DETERMINING NET ASSET VALUE

     35




   REDEMPTION IN KIND

     36

   MASSACHUSETTS PARTNERSHIP LAW

     37

   THE FUND'S TAX STATUS

     38

   PERFORMANCE INFORMATION

     38

     Yield

      38
     Effective Yield

      39




     Tax-Equivalency Table

      39
     Total Return

      41
     Performance Comparisons

      42
   ABOUT FEDERATED INVESTORS

     43

     Mutual Fund Market

      44
     Institutional Clients

      44
     Trust Organizations

      45




     Broker/Dealers and Bank Broker/Dealer
      Subsidiaries

      45

   APPENDIX                  17




    INVESTMENT POLICIES

    Unless indicated otherwise, the policies described below may be changed
    by the Board of Trustees without shareholder approval. Shareholders will
    be notified before any material change in these policies becomes
    effective.
    ACCEPTABLE INVESTMENTS
    When determining whether a security presents minimal credit risks, the
    investment adviser will consider the creditworthiness of: the issuer of
    the security; the issuer of any demand feature applicable to the
    security; or any guarantor of either the security or any demand feature.
    PARTICIPATION INTERESTS
    The financial institutions from which the Fund purchases participation
    interests frequently provide or secure from another financial institution
    irrevocable letters of credit or guarantees and give the Fund the right
    to demand payment of the principal amounts of the participation interests
    plus accrued interest on short notice (usually within seven days). The
    municipal securities subject to the participation interests are not
    limited to the Fund's maximum maturity requirements so long as the
    participation interests include the right to demand payment from the
    issuers of those interests. By purchasing these participation interests,
    the Fund is buying a security meeting the maturity and quality




    requirements of the Fund and also is receiving the tax-free benefits of
    the underlying securities.
    MUNICIPAL LEASES
    The Fund may purchase municipal securities in the form of participation
    interests that represent an undivided proportional interest in lease
    payments by a governmental or nonprofit entity. The lease payments and
    other rights under the lease provide for and secure payments on the
    certificates. Lease obligations may be limited by municipal charter or
    the nature of the appropriation for the lease. Furthermore, a lease may
    provide that the participants cannot accelerate lease obligations upon
    default. The participants would only be able to enforce lease payments as
    they became due. In the event of a default or failure of appropriation,
    unless the participation interests are credit enhanced, it is unlikely
    that the participants would be able to obtain an acceptable substitute
    source of payment.
    In determining the liquidity of municipal lease securities, the
    investment adviser, under the authority delegated by the Trustees, will
    base its determination on the following factors: whether the lease can be
    terminated by the lessee; the potential recovery, if any, from a sale of
    the leased property upon termination of the lease; the lessee's general
    credit strength (e.g., its debt, administrative, economic and financial
    characteristics and prospects); the likelihood that the lessee will




    discontinue appropriating funding for the leased property because the
    property is no longer deemed essential to its operations (e.g., the
    potential for an "event of non-appropriation"); and any credit
    enhancement or legal recourse provided upon an event of non-appropriation
    or other termination of the lease.
    RATINGS
    The securities in which the Fund invests must be rated in one of the two
    highest short-term rating categories by one or more nationally recognized
    statistical rating organizations ("NRSROs") or be of comparable quality
    to securities having such ratings. An NRSRO's two highest rating
    categories are determined without regard for sub-categories and
    gradations. For example, securities rated SP-1+, SP-1, or SP-2 by
    Standard & Poor's Ratings Group ("S&P"), MIG-1 or MIG-2 by Moody's
    Investors Service, Inc. ("Moody's"), or FIN-1+, FIN-1, or FIN-2 by Fitch
    Investors Service, Inc. ("Fitch") are all considered rated in one of the
    two highest short-term rating categories. The Fund will follow applicable
    regulations in determining whether a security rated by more than one
    NRSRO can be treated as being in one of the two highest short-term rating
    categories; currently, such securities must be rated by two NRSROs in one
    of their two highest rating categories. See "Regulatory Compliance."




    WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
    These transactions are made to secure what is considered to be an
    advantageous price or yield for the Fund. No fees or other expenses,
    other than normal transaction costs, are incurred. However, liquid assets
    of the Fund sufficient to make payment for the securities to be purchased
    are segregated on the Fund`s records at the trade date.  These assets are
    marked to market daily and are maintained until the transaction has been
    settled. The Fund does not intend to engage in when-issued and delayed
    delivery transactions to an extent that would cause the segregation of
    more than 20% of the total value of its assets.
    REPURCHASE AGREEMENTS
    Certain securities in which the Fund invests may be purchased pursuant to
    repurchase agreements. Repurchase agreements are arrangements in which
    banks, broker/dealers, and other recognized financial institutions sell
    securities to the Fund and agree at the time of sale to repurchase them
    at a mutually agreed upon time and price. To the extent that the seller
    does not repurchase the securities from the Fund, the Fund could receive
    less than the repurchase price on any sale of such securities. The Fund
    or its custodian will take possession of the securities subject to
    repurchase agreements, and these securities will be marked to market
    daily. In the event that a defaulting seller filed for bankruptcy or
    became insolvent, disposition of such securities by the Fund might be




    delayed pending court action. The Fund believes that under the regular
    procedures normally in effect for custody of the Fund's portfolio
    securities subject to repurchase agreements, a court of competent
    jurisdiction would rule in favor of the Fund and allow retention or
    disposition of such securities. The Fund will only enter into repurchase
    agreements with banks and other recognized financial institutions, such
    as broker/dealers, which are deemed by the Fund's adviser to be
    creditworthy pursuant to guidelines established by the Trustees.
    REVERSE REPURCHASE AGREEMENTS
    The  Fund may also enter into reverse repurchase agreements.  These
    transactions are similar to borrowing cash.  In a reverse repurchase
    agreement, the  Fund transfers possession of a portfolio instrument in
    return for a percentage of the instrument's market value in cash and
    agrees that on a stipulated date in the future the  Fund will repurchase
    the portfolio instrument by remitting the original consideration plus
    interest at an agreed upon rate.  The use of reverse repurchase
    agreements may enable the  Fund to avoid selling portfolio instruments at
    a time when a sale may be deemed to be disadvantageous, but does not
    ensure this result. When effecting reverse repurchase agreements, liquid
    assets of the  Fund, in a dollar amount sufficient to make payment for
    the obligations to be purchased, are: segregated on the  Fund's records




    at the trade date; marked to market daily; and maintained until the
    transaction is settled.
    CREDIT ENHANCEMENT
    The Fund typically evaluates the credit quality and ratings of credit-
    enhanced securities based upon the financial condition and ratings of the
    party providing the credit enhancement (the "credit enhancer"), rather
    than the issuer. However, credit-enhanced securities will not be treated
    as having been issued by the credit enhancer for diversification
    purposes, unless the Fund has invested more than 10% of its assets in
    securities issued, guaranteed or otherwise credit enhanced by the credit
    enhancer, in which case the securities will be treated as having been
    issued by both the issuer and the credit enhancer.
    The Fund may have more than 25% of its total assets invested in
    securities credit enhanced by banks.
    TENNESSEE INVESTMENT RISKS
    The Fund's performance can be expected to be closely tied to the
    prevailing economic conditions of the state of Tennessee as a whole, its
    particular geographic regions, financial institutions located in the
    southeastern region, and the industries located within the state.
    Traditionally divided into three geographic regions, the State's economy
    has historically been dominated by agriculture in the west, manufacturing
    in the east, and government in the middle region. Though trade and




    services have replaced agriculture in terms of total output,
    manufacturing continues to be the largest single sector of the economy.
    While the Gross State Product of Tennessee was in excess of $100 billion
    in 1991 and the state placed 20th in national rank, manufacturing
    comprised 24% of total production in that year. The recent decision by
    Saturn and Nissan to locate automobile production facilities in the state
    suggests that manufacturing, with its inherent susceptibility to economic
    downturns, will continue to dominate.
    Tennessee's economy experienced many of the problems associated with the
    national economy during the past recession. Though it consistently
    remained below the national average, the state's unemployment rate rose
    significantly during the prior recessionary period. Also, overbuilding of
    commercial and residential properties in prior years caused the state to
    experience some difficulties with declining real estate values.
    Along with the national economy, Tennessee has recently experienced a
    significant recovery in economic activity. Although moderate rates of
    economic growth in past recoveries along with a steady influx of
    transplant corporations have helped the state avoid the dramatic "boom
    and bust" cycle experienced by many sunbelt states, the recent recession
    did put pressure on governmental receipts and outlays.
    The constitution of the state requires a balanced budget. This constraint
    along with relatively low debt and expenditure per capita ratios has




    helped the state maintain its current long term bond rating of AAA by
    Standard and Poor's Rating Group and Aaa by Moody's Investors Service
    Inc. While Tennessee is one of only nine states which have such ratings,
    the ability of the state to maintain this rating given the current
    economic and political environment is by no means certain.
    INVESTMENT LIMITATIONS

    The following investment limitations are fundamental (except that no
    investment limitation of the Fund shall prevent the Fund from investing
    substantially all of its assets (except for assets which are not
    considered "investment securities" under the Investment Company Act of
    1940, or assets exempted by the SEC) in an open-end investment company
    with substantially the same investment objectives):
    SELLING SHORT AND BUYING ON MARGIN
    The Fund will not sell any securities short or purchase any securities on
    margin but may obtain such short-term credits as are necessary for
    clearance of transactions.
    ISSUING SENIOR SECURITIES AND BORROWING MONEY
    The Fund will not issue senior securities except that the Fund may borrow
    money directly or through reverse repurchase agreements in amounts up to
    one-third of the value of its total assets, including the amounts
    borrowed.




    The Fund will not borrow money or engage in reverse repurchase agreements
    for investment leverage, but rather as a temporary, extraordinary, or
    emergency measure or to facilitate management of the portfolio by
    enabling the Fund to meet redemption requests when the liquidation of
    portfolio securities is deemed to be inconvenient or disadvantageous. The
    Fund will not purchase any securities while borrowings in excess of 5% of
    its total assets are outstanding.
    PLEDGING ASSETS
    The Fund will not mortgage, pledge, or hypothecate any assets except as
    necessary to secure permitted borrowings. In those cases, it may pledge
    assets having a market value not exceeding the lesser of the dollar
    amounts borrowed or 15% of the value of total assets at the time of the
    pledge.
    LENDING CASH OR SECURITIES
    The Fund will not lend any of its assets, except that it may acquire
    publicly or nonpublicly issued Tennessee municipal securities or
    temporary investments or enter into repurchase agreements, in accordance
    with its investment objective, policies, limitations and its Declaration
    of Trust.
    INVESTING IN COMMODITIES
    The Fund  will not purchase or sell commodities, commodity contracts, or
    commodity futures contracts.




    INVESTING IN RESTRICTED SECURITIES
    The Fund will not invest more than 10% of its net assets in securities
    subject to restrictions on resale under the Securities Act of 1933,
    except for certain restricted securities which meet the criteria for
    liquidity as established by the Board of Trustees.
    INVESTING IN REAL ESTATE
    The Fund will not purchase or sell real estate, or real estate limited
    partnerships, although it may invest in securities of issuers whose
    business involves the purchase or sale of real estate or in securities
    which are secured by real estate or interests in real estate.
    UNDERWRITING
    The Fund will not underwrite any issue of securities, except as it may be
    deemed to be an underwriter under the Securities Act of 1933 in
    connection with the sale of securities in accordance with its investment
    objective, policies, and limitations.
    CONCENTRATION OF INVESTMENTS
    The Fund will not purchase securities if, as a result of such purchase,
    25% or more of the value of its total assets would be invested in any one
    industry or in industrial development bonds or other securities the
    interest upon which is paid from revenues of similar types of projects.
    However, the Fund may invest as temporary investments more than 25% of
    the value of its assets in cash or cash items, securities issued or




    guaranteed by the U.S. government, its agencies or instrumentalities, or
    instruments secured by these money market instruments, such as repurchase
    agreements.
    The above investment limitations cannot be changed without shareholder
    approval. The following limitations, however, may be changed by the
    Trustees without shareholder approval (except that no investment
    limitation of the Fund shall prevent the Fund from investing
    substantially all of its assets (except for assets which are not
    considered "investment securities" under the Investment Company Act of
    1940, or assets exempted by the SEC) in an open-end investment company
    with substantially the same investment objectives). Shareholders will be
    notified before any material changes in these limitations become
    effective.
    INVESTING IN ILLIQUID SECURITIES
    The Fund will not invest more than 10% of the value of its net assets in
    illiquid securities.
    INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
    The Fund will not purchase securities of other investment companies,
    except as part of a merger, consolidation, or other acquisition.
    INVESTING IN NEW ISSUERS
    The Fund will not invest more than 5% of the value of its total assets in
    securities of issuers (including companies responsible for paying




    principal and interest on industrial development bonds) which have
    records of less than three years of continuous operations, including the
    operation of any predecessor.
    INVESTING FOR CONTROL
    The Fund will not invest in securities of a company for the purpose of
    exercising control or management.
    INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES
    The Fund will not purchase or retain the securities of any issuer if the
    officers and Trustees of the Trust or its investment adviser, owning
    individually more than .50 of 1% of the issuer's securities, together own
    more than 5% of the issuer's securities.
    INVESTING IN OPTIONS
    The Fund will not invest in puts, calls, straddles, spreads, or any
    combination of them.
    INVESTING IN MINERALS
    The Fund will not purchase or sell interests in oil, gas, or other
    mineral exploration or development programs or leases, although it may
    purchase the securities of issuers which invest in or sponsor such
    programs.
    For purposes of the above limitations, the Fund considers certificates of
    deposit and demand and time deposits issued by a U.S. branch of a
    domestic bank or savings association having capital, surplus, and




    undivided profits in excess of $100,000,000 at the time of investment to
    be "cash items." Except with respect to borrowing money, if a percentage
    limitation is adhered to at the time of investment, a later increase or
    decrease in percentage resulting from any change in value or net assets
    will not result in a violation of such limitation.
    The Fund does not intend to borrow money or pledge securities in excess
    of 5% of the value of its net assets during the coming fiscal year.
    REGULATORY COMPLIANCE
    The Fund may follow non-fundamental operational policies that are more
    restrictive than its fundamental investment limitations, as set forth in
    the prospectus and this Statement of Additional Information, in order to
    comply with applicable laws and regulations, including the provisions of
    and regulations under the Investment Company Act of 1940. In particular,
    the Fund will comply with the various requirements of Rule 2a-7, which
    regulates money market mutual funds. The Fund will determine the
    effective maturity of its investments, as well as its ability to consider
    a security as having received the requisite short-term ratings by NRSROs,
    according to Rule 2a-7. The Fund may change these operational policies to
    reflect changes in the laws and regulations without the approval of its
    shareholders.




    FEDERATED MUNICIPAL TRUST MANAGEMENT

    Officers and Trustees are listed with their addresses, birthdates,
    present positions with Federated Municipal Trust, and principal
    occupations.


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


    Thomas G. Bigley
    28th Floor, One Oxford Centre
    Pittsburgh, PA
    Birthdate:  February 3, 1934




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


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


    William J. Copeland
    One PNC Plaza - 23rd Floor




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




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


    Lawrence D. Ellis, M.D.*
    3471 Fifth Avenue, Suite 1111
    Pittsburgh, PA




    Birthdate:  October 11, 1932
    Trustee
    Professor of Medicine and Member, Board of Trustees, University of
    Pittsburgh; Medical Director, University of Pittsburgh Medical Center -
    Downtown; Member, Board of Directors, University of Pittsburgh Medical
    Center; formerly, Hematologist, Oncologist, and Internist, Presbyterian
    and Montefiore Hospitals; Director, Trustee, or Managing General Partner
    of the Funds.


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


    Glen R. Johnson *




    Federated Investors Tower
    Pittsburgh, PA
    Birthdate:  May 2, 1929
    President and Trustee
    Trustee, Federated Investors; President and/or Trustee of some of the
    Funds; staff member, Federated Securities Corp. and Federated
    Administrative Services.


    Peter E. Madden
    Seacliff
    562 Bellevue Avenue
    Newport, RI
    Birthdate:  March 16, 1942
    Trustee
    Consultant; State Representative, Commonwealth of Massachusetts;
    Director, Trustee, or Managing General Partner of the Funds; formerly,
    President, State Street Bank and Trust Company and State Street Boston
    Corporation.




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


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


    Wesley W. Posvar
    1202 Cathedral of Learning




    University of Pittsburgh
    Pittsburgh, PA
    Birthdate:  September 14, 1925
    Trustee
    Professor, International Politics and Management Consultant; Trustee,
    Carnegie Endowment for International Peace, RAND Corporation, Online
    Computer Library Center, Inc., and U.S. Space Foundation; Chairman,
    Czecho Management Center; Director, Trustee, or Managing General Partner
    of the Funds; President Emeritus, University of Pittsburgh; founding
    Chairman, National Advisory Council for Environmental Policy and
    Technology and Federal Emergency Management Advisory Board.


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





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


    Edward C. Gonzales
    Federated Investors Tower
    Pittsburgh, PA
    Birthdate:  October 22, 1930
    Executive Vice President




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


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





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




    David M. Taylor
    Federated Investors Tower
    Pittsburgh, PA
    Birthdate:  January 13, 1947
    Treasurer
    Senior Vice President and Trustee, Federated Investors; Vice President,
    Federated Shareholder Services; Executive Vice President, Federated
    Securities Corp.; Treasurer of some of the Funds.




    *

    This Trustee is deemed to be an "interested person" as defined in the
    Investment Company Act of 1940.
    @

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

    THE FUNDS
    As referred to in the list of Trustees and Officers, "Funds" includes the
    following investment companies:
    111 Corcoran Funds; Annuity Management Series; Arrow Funds; Automated
    Government Money Trust; Blanchard Funds; Blanchard Precious Metals Fund,
    Inc.; Cash Trust Series II; Cash Trust Series, Inc. ; DG Investor Series;
    Edward D. Jones & Co. Daily Passport Cash Trust; Federated Adjustable
    Rate U.S. Government Fund, Inc.; Federated American Leaders Fund, Inc.;
    Federated ARMs Fund; Federated Equity Funds; Federated Equity Income
    Fund, Inc.; Federated Fund for U.S. Government Securities, Inc.;
    Federated GNMA Trust; Federated Government Income Securities, Inc.;
    Federated Government Trust; Federated High Income Bond Fund, Inc.;




    Federated High Yield Trust; Federated Income Securities Trust; Federated
    Income Trust; Federated Index Trust; Federated Institutional Trust;
    Federated Insurance Series; Federated Master Trust; Federated Municipal
    Opportunities Fund, Inc.; Federated Municipal Securities Fund, Inc.;
    Federated Municipal Trust; Federated Short-Term Municipal Trust;
    Federated Short-Term U.S. Government Trust; Federated Stock and Bond
    Fund, Inc.; Federated Stock Trust; Federated Tax-Free Trust; Federated
    Total  Return Series, Inc.; Federated U.S. Government Bond Fund;
    Federated U.S. Government Securities Fund: 1-3 Years; Federated U.S.
    Government Securities Fund: 2-5 Years; Federated U.S. Government
    Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; First Priority
    Funds; Fixed Income Securities, Inc.; Fortress Utility Fund, Inc.; High
    Yield Cash Trust; Intermediate Municipal Trust; International Series,
    Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty
    Term Trust, Inc. - 1999; Liberty U.S. Government Money Market Trust;
    Liquid Cash Trust; Managed Series Trust; Money Market Management, Inc.;
    Money Market Obligations Trust; Money Market Trust; Municipal Securities
    Income Trust; Newpoint Funds; Peachtree Funds; RIMCO Monument Funds;
    Targeted Duration Trust; Tax-Free Instruments Trust; The Planters Funds;
    The Starburst Funds; The Starburst Funds II; The Virtus Funds; Trust for
    Financial Institutions; Trust for Government Cash Reserves; Trust for




    Short-Term U.S. Government Securities; Trust for U.S. Treasury
    Obligations; and World Investment Series, Inc.
    SHARE OWNERSHIP
    Officers and Trustees as a group own less than 1% of the Fund`s
    outstanding Institutional Shares.


    TRUSTEES COMPENSATION


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


John F. Donahue     $0             $0 for the Trust  and
Chairman and Trustee
                    54 other investment companies in the Fund Complex
Thomas G. Bigley++  $2,458         $86,331 for the Trust  and
Trustee                            54 other investment companies in the Fund
Complex
John T. Conroy, Jr. $3,520         $115,760 for the Trust  and




Trustee                            54 other investment companies in the Fund
Complex
William J. Copeland $3,520         $115,760 for the Trust  and
Trustee                            54 other investment companies in the Fund
Complex
James E. Dowd       $3,520         $115,760 for the Trust  and
Trustee                            54 other investment companies in the Fund
Complex
Lawrence D. Ellis, M.D.            $3,166
                    $106,460 for the Trust  and
Trustee                            54 other investment companies in the Fund
Complex
Edward L. Flaherty, Jr.            $3,520
                    $115,760 for the Trust  and
Trustee                            54 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     $2,757         $104,898 for the Trust  and
Trustee                            54 other investment companies in the Fund
Complex




Gregor F. Meyer     $3,166         $104,898 for the Trust  and
Trustee                            54 other investment companies in the Fund
Complex
John E. Murray, Jr.,               $1,762
                    $104,898 for the Trust  and
Trustee                            54  other investment companies in the Fund
Complex
Wesley W. Posvar    $3,166         $104,898 for the Trust  and
Trustee                            54 other investment companies in the Fund
Complex
Marjorie P. Smuts   $3,166         $104,898 for the Trust  and
Trustee                            54 other investment companies in the Fund
Complex


    *Information is furnished for the fiscal year ended October 31, 1995.
    #The aggregate compensation is provided for the Trust which is comprised
    of sixteen portfolios.
    +The information is provided for the last calendar year.
    ++Mr. Bigley served on 39 investment companies in the Federated Funds
    Complex from January 1 through
     September 30, 1995.  On October 1, 1995, he was appointed a Trustee on
    15 additional Federated Funds.




    TRUSTEE LIABILITY
    The Declaration of Trust provides that the Trustees will not be liable
    for errors of judgment or mistakes of fact or law. However, they are not
    protected against any liability to which they would otherwise be subject
    by reason of willful misfeasance, bad faith, gross negligence, or
    reckless disregard of the duties involved in the conduct of their office.
    INVESTMENT ADVISORY SERVICES

    INVESTMENT ADVISER
    The Fund's investment adviser is Federated Management. It is a subsidiary
    of Federated Investors. All the voting securities of Federated Investors
    are owned by a trust, the trustees of which are John F. Donahue, his wife
    and his son, J. Christopher Donahue.
    The adviser shall not be liable to the Trust, the Fund, or any
    shareholder of the Fund for any losses that may be sustained in the
    purchase, holding, or sale of any security or for anything done or
    omitted by it, except acts or omissions involving willful misfeasance,
    bad faith, gross negligence, or reckless disregard of the duties imposed
    upon it by its contract with the Trust.
    ADVISORY FEES
    For its advisory services, Federated Management receives an annual
    investment advisory fee as described in the prospectus.
     STATE EXPENSE LIMITATIONS




     The adviser has undertaken to comply with the expense limitations
     established by certain states for investment companies whose shares are
     registered for sale in those states. If the Fund's normal operating
     expenses (including the investment advisory fee, but not including
     brokerage commissions, interest, taxes, and extraordinary expenses)
     exceed 2-1/2% per year of the first $30 million of average net assets,
     2% per year of the next $70 million of average net assets, and 1-1/2%
     per year of the remaining average net assets, the adviser will reimburse
     the Fund for its expenses over the limitation.
     If the Fund's monthly projected operating expenses exceed this
     limitation, the investment advisory fee paid will be reduced by the
     amount of the excess, subject to an annual adjustment. If the expense
     limitation is exceeded, the amount to be reimbursed by the adviser will
     be limited, in any single fiscal year, by the amount of the investment
     advisory fees.
     This arrangement is not part of the advisory contract and may be amended
     or rescinded in the future.
    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.
    Although investment decisions for the Fund are made independently from
    those of the other accounts managed by the adviser, investments of the
    type the Fund may make may also be made by those other accounts. When the
    Fund and one or more other accounts managed by the adviser are prepared




    to invest in, or desire to dispose of, the same security, available
    investments or opportunities for sales will be allocated in a manner
    believed by the adviser to be equitable to each. In some cases, this
    procedure may adversely affect the price paid or received by the Fund or
    the size of the position obtained or disposed of by the Fund. In other
    cases, however, it is believed that coordination and the ability to
    participate in volume transactions will be to the benefit of the Fund.
    OTHER SERVICES

    FUND ADMINISTRATION
    Federated Administrative Services, a subsidiary of Federated Investors,
    provides administrative personnel and services to the Fund for a fee as
    described in the prospectus. 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 ACCOUNTANT
    State Street Bank and Trust Company -Boston, Boston, MA, is custodian for
    the securities and cash of the Fund. Federated Shareholder Services
    Company, Pittsburgh, PA, provides certain accounting and recordkeeping
    services with respect to the Fund's portfolio investments.




    TRANSFER AGENT
    As transfer agent, Federated Shareholder Services Company maintains all
    necessary shareholder records. For its services, the transfer agent
    receives a fee based on the size, type and number of accounts and
    transactions made by shareholders.
    INDEPENDENT AUDITORS
    The independent auditors for the Fund are Arthur Andersen LLP,
    Pittsburgh, PA.
    SHAREHOLDER SERVICES

    With respect to Institutional Service Shares, this arrangement permits
    the payment of fees to Federated Shareholder Services and financial
    institutions to cause services to be provided which are necessary for the
    maintenance of shareholder accounts and to encourage personal services to
    shareholders by a representative who has knowledge of the shareholder's
    particular circumstances and goals. These activities and services may
    include, but are not limited to: providing office space, equipment,
    telephone facilities, and various clerical, supervisory, computer, and
    other personnel as necessary or beneficial to establish and maintain
    shareholder accounts and records; processing purchase and redemption
    transactions and automatic investments of client account cash balances;
    answering routine client inquiries; and assisting clients in changing
    dividend options, account designations, and addresses. By adopting the




    Shareholder Services Agreement, the Trustee expect 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.
    DETERMINING NET ASSET VALUE

    The Trustees have decided that the best method for determining the value
    of portfolio instruments is amortized cost. Under this method, portfolio
    instruments are valued at the acquisition cost as adjusted for
    amortization of premium or accumulation of discount rather than at
    current market value. Accordingly, neither the amount of daily income nor
    the net asset value is affected by any unrealized appreciation or
    depreciation of the portfolio. In periods of declining interest rates,
    the indicated daily yield on shares of the Fund, computed by dividing the
    annualized daily income on the Fund's portfolio by the net asset value
    computed as above, may tend to be higher than a similar computation made
    by using a method of valuation based upon market prices and estimates. In
    periods of rising interest rates, the opposite may be true.
    The Fund's use of the amortized cost method of valuing portfolio
    instruments depends on its compliance with certain conditions in Rule 2a-
    7 (the "Rule") promulgated by the Securities and Exchange Commission




    under the Investment Company Act of 1940. Under the Rule, the Trustees
    must establish procedures reasonably designed to stabilize the net asset
    value per share, as computed for purposes of distribution and redemption,
    at $1.00 per share, taking into account current market conditions and the
    Fund's investment objective. The procedures include monitoring the
    relationship between the amortized cost value per share and the net asset
    value per share based upon available indications of market value. The
    Trustees will decide what, if any, steps should be taken if there is a
    difference of more than 0.5 of 1% between the two values. The Trustees
    will take any steps they consider appropriate (such as redemption in kind
    or shortening the average portfolio maturity) to minimize any material
    dilution or other unfair results arising from differences between the two
    methods of determining net asset value.
    REDEMPTION IN KIND

    The Fund is obligated to redeem shares solely in cash up to $250,000 or
    1% of the Fund's net asset value, whichever is less, for any one
    shareholder within a 90-day period.  Any redemption beyond this amount
    will also be in cash unless the Trustees determine that further payments
    should be in kind.  In such cases, the Fund will pay all or a portion of
    the remainder of the redemption in portfolio instruments valued in the
    same way as the Fund determines net asset value. The portfolio
    instruments will be selected in a manner that the Trustees deem fair and




    equitable.  Redemption in kind is not as liquid as a cash redemption.  If
    redemption is made in kind, shareholders who sell these securities could
    receive less than the redemption value and could incur certain
    transaction costs.
    MASSACHUSETTS PARTNERSHIP LAW

    Under certain circumstances, shareholders may be held personally liable
    as partners under Massachusetts law for obligations of the Trust. To
    protect its shareholders, the Trust has filed legal documents with
    Massachusetts that expressly disclaim the liability of its shareholders
    for acts or obligations of the Trust. These documents require notice of
    this disclaimer to be given in each agreement, obligation, or instrument
    the Trust or its Trustees enter into or sign.
    In the unlikely event a shareholder is held personally liable for the
    Trust's obligations, the Trust is required by the Declaration of Trust to
    use its property to protect or compensate the shareholder. On request,
    the Trust will defend any claim made and pay any judgment against a
    shareholder for any act or obligation of the Trust. Therefore, financial
    loss resulting from liability as a shareholder will occur only if the
    Trust itself cannot meet its obligations to indemnify shareholders and
    pay judgments against them.




    THE FUND'S TAX STATUS

    To qualify for the special tax treatment afforded to regulated investment
    companies, the Fund must, among other  requirements:  derive at least 90%
    of its gross income from dividends, interest, and gains from the sale of
    securities; derive less than 30% of its gross income from the sale of
    securities held less than three months; invest in securities within
    certain statutory limits; and distribute to its shareholders at least 90%
    of its net income earned during the year.
    PERFORMANCE INFORMATION

    Performance depends upon such variables as: portfolio quality; average
    portfolio maturity; type of instruments in which the portfolio is
    invested; changes in interest rates; changes in expenses; and the
    relative amount of cash flow. To the extent that financial institutions
    and broker/dealers charge fees in connection with services provided in
    conjunction with an investment in shares of the Fund, the performance
    will be reduced for those shareholders paying those fees.
    YIELD
    The yield is calculated based upon the seven days ending on the day of
    the calculation, called the "base period." This yield is computed by:
    determining the net change in the value of a hypothetical account with a
    balance of one share at the beginning of the base period, with the net




    change excluding capital changes but including the value of any
    additional shares purchased with dividends earned from the original one
    share and all dividends declared on the original and any purchased
    shares; dividing the net change in the account's value by the value of
    the account at the beginning of the base period to determine the base
    period return; and multiplying the base period return by 365/7.
    EFFECTIVE YIELD
    The effective yield is calculated by compounding the unannualized base
    period return by: adding 1 to the base period return; raising the sum to
    the 365/7th power; and subtracting 1 from the result.


    TAX-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 1996
                               STATE OF TENNESSEE




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

    COMBINED FEDERAL
    AND STATE 21.00%  34.00%     37.00%      42.00%     45.60%



    JOINT        $1- $40,101-   $96,901-   $147,701-     OVER
    RETURN    40,100  96,900    147,700     263,750    $263,750

    SINGLE       $1- $24,001-   $58,151-   $121,301-     OVER
    RETURN    24,000  58,150    121,300     263,750    $263,750


              TAX-EXEMPT
                    YIELD
                         TAXABLE YIELD EQUIVALENT


     1.50%     1.90%    2.27%     2.38%      2.59%       2.76%
     2.00%     2.53%    3.03%     3.17%      3.45%       3.68%
     2.50%     3.16%    3.79%     3.97%      4.31%       4.60%
     3.00%     3.80%    4.55%     4.76%      5.17%       5.51%




     3.50%     4.43%    5.30%     5.56%      6.03%       6.43%
     4.00%     5.06%    6.06%     6.35%      6.90%       7.35%
     4.50%     5.70%    6.82%     7.14%      7.76%       8.27%
     5.00%     6.33%    7.58%     7.94%      8.62%       9.19%
     5.50%     6.96%    8.33%     8.73%      9.48%      10.11%
     6.00%     7.59%    9.09%     9.52%     10.34%      11.03%

    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:
      O LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund
        categories based on total return, which assumes the reinvestment of
        all income dividends and capital gains distributions, if any.
      o DONOGHUE'S MONEY FUND REPORT publishes annualized yields of money
        market funds weekly. Donoghue's Money Market Insight publication
        reports monthly and 12-month-to-date investment results for the same
        money funds.
      o MONEY, a monthly magazine, regularly ranks money market funds in
        various categories based on the latest available seven-day effective
        yield.




    ABOUT FEDERATED INVESTORS

    Federated Investors is dedicated to meeting investor needs which is
    reflected in its investment decision making-structured, straightforward,
    and consistent. This has resulted in a history of competitive performance
    with a range of competitive investment products that have gained the
    confidence of thousands of clients and their customers.
    The company's disciplined security selection process is firmly rooted in
    sound methodologies backed by fundamental and technical research.
    Investment decisions are made and executed by teams of portfolio
    managers, analysts, and traders dedicated to specific market sectors.
    In the money market sector, Federated Investors gained prominence in the
    mutual fund industry in 1974 with the creation of the first institutional
    money market fund.  Simultaneously, the company pioneered the use of the
    amortized cost method of accounting for valuing shares of money market
    funds, a principal means used by money managers today to value money
    market fund shares.  Other innovations include the first institutional
    tax-free money market fund.  As of December 31, 1995, Federated Investors
    managed more than $40 billion in assets across approximately 47 money
    market funds, including 17 government, 10 prime and 20 municipal with
    assets approximating $20.9 billion, $11.4 billion and $7.8 billion,
    respectively.




    J. Thomas Madden, Executive Vice President, oversees Federated Investors'
    equity and high yield corporate bond management while William D. Dawson,
    Executive Vice President, oversees Federated Investors' domestic fixed
    income management. Henry A. Frantzen, Executive Vice President, oversees
    the management of Federated Investors' international portfolios.
    MUTUAL FUND MARKET
    Twenty-seven percent of American households are pursuing their financial
    goals through mutual funds. These investors, as well as businesses and
    institutions, have entrusted over $2 trillion to the more than 5,500
    funds available.*
    Federated Investors, through its subsidiaries, distributes mutual funds
    for a variety of investment applications. Specific markets include:
    INSTITUTIONAL CLIENTS
    Federated Investors meets the needs of more than 4,000 institutional
    clients nationwide by managing and servicing separate accounts and mutual
    funds for a variety of applications, including defined benefit and
    defined contribution programs, cash management, and asset/liability
    management. Institutional clients include corporations, pension funds,
    tax-exempt entities, foundations/endowments, insurance companies, and
    investment and financial advisors. The marketing effort to these
    institutional clients is headed by John B. Fisher, President,
    Institutional Sales Division.




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


    APPENDIX

    STANDARD & POOR'S RATINGS GROUP
    SHORT-TERM MUNICIPAL OBLIGATION RATINGS
    A  Standard & Poor's Ratings Group (S&P) note rating reflects the
    liquidity concerns and market access risks unique to notes.
SP-1




   Very strong or strong capacity to pay principal and interest. Those
   issues determined to possess overwhelming safety characteristics will be
   given a plus sign (+) designation.
    SP-2

    Satisfactory capacity to pay principal and interest.
    VARIABLE  RATE  DEMAND  NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS)
    RATINGS
    S&P assigns dual ratings to all long-term debt issues that have as part
    of their provisions a variable rate demand feature. The first rating
    (long-term rating) addresses the likelihood of repayment of principal and
    interest when due, and the second rating (short-term rating) describes
    the demand characteristics. Several examples are AAA/A-1+, AA/A-1+, A/A-
    1. (The definitions for the long-term and the short-term ratings are
    provided below.)
    COMMERCIAL PAPER (CP) RATINGS
    An  S&P commercial paper rating is a current assessment of the likelihood
    of timely payment of debt having an original maturity of no more than 365
    days.
A-1

   This highest category indicates that the degree of safety regarding




   timely payment is strong. Those issues determined to possess extremely
   strong safety characteristics are denoted with a plus sign (+)
   designation.
A-2  Capacity for timely payment on issues with this designation is
   satisfactory. However, the relative degree of safety is not as high as
   for issues designated A-1.
    LONG-TERM DEBT RATINGS
    AAA

    Debt rated "AAA" has the highest rating assigned by S&P. Capacity to pay
    interest and repay principal is

    extremely strong.
    AA

    Debt rate "AA" has a very strong capacity to pay interest and repay
    principal and differs from the highest

    rated issues only in small degree.
A  Debt rated "A" has a strong capacity to pay interest and repay principal
   although it is somewhat more susceptible to the adverse effects of




   changes in circumstances and economic conditions than debt in higher
   rated categories.
    MOODY'S INVESTORS SERVICE, INC.
    SHORT-TERM MUNICIPAL OBLIGATION RATINGS
    Moody's Investor Service, Inc. (Moody's) short-term ratings are
    designated Moody's Investment Grade (MIG or VMIG) (see below). The
    purpose of the MIG or VMIG ratings is to provide investors with a simple
    system by which the relative investment qualities of short-term
    obligations may be evaluated.
    MIG1

    This designation denotes best quality. There is present strong protection
    by established cash flows, superior


    liquidity support or demonstrated broad based access to the market for
    refinancing.
    MIG2

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






    preceding group.


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




   term promissory obligations. PRIME-1 repayment capacity will normally be
  evidenced by the following

   characteristics: leading market positions in well established industries,
  high rates of return on funds

   employed, conservative capitalization structure with moderate reliance on
  debt and ample asset


   protection, broad margins in earning coverage of fixed financial charges
  and high internal cash generation,
   well-established access to a range of financial markets and assured
  sources of alternate liquidity.
P-2
   Issuers rated PRIME-2 (or related supporting institutions) have a strong
  capacity for repayment of short-

   term promissory obligations. This will normally be evidenced by many of
  the characteristics cited

   above, but to a lesser degree. Earnings trends and coverage ratios, while




  sound, will be more subject

   to variation. Capitalization characteristics, while still appropriate,
  may be more affected by external

   conditions. Ample alternate liquidity is maintained.
    LONG-TERM DEBT RATINGS
    AAA

    Bonds which are rated AAA are judged to be of the best quality. They
    carry the smallest degree of investment

    risk and are generally referred to as "gilt edged." Interest payments are
    protected by a large or by an

    exceptionally stable margin and principal is secure. While the various
    protective elements are likely to

    change, such changes are unlikely to impair the fundamentally strong
    position of

    such issues.




    AA

    Bonds which are rated AA are judged to be of high quality by all
    standards. Together with the AAA group,

    they comprise what are generally known as high grade bonds. They are
    rated lower than the best bonds

    because margins of protection may not be as large as in AAA securities or
    fluctuation of protective elements

    may be of greater amplitude or there may be other elements present which
    make the long-term risks appear

    somewhat larger than in AAA securities.
    A

    Bonds which are rated A possess many favorable investment attributes and
    are to be considered as upper

    medium grade obligations. Factors giving security to principal and
    interest are considered adequate but





    elements may be present which suggest a susceptibility to impairment
    sometime in the future.
    NR

    Indicates that both the bonds and the obligor or credit enhancer are not
    currently rated by S&P or Moody's

    with respect to short-term indebtedness. However, management considers
    them to be of comparable quality to

    securities rated A-1 or P-1.
    NR(1)

    The underlying issuer/obligor/guarantor has other outstanding debt rated
    "AAA" by S&P or "Aaa" by



    Moody's.
    NR(2)




    The underlying issuer/obligor/guarantor has other outstanding debt rated
    "AA" by S&P or "Aa" by



    Moody's.
    NR(3)

    The underlying issuer/obligor/guarantor has other outstanding debt rated
    "A" by S&P or Moody's.

















                                                              CUSIP 314229642
                                                              CUSIP 314229634



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission