MONEY MARKET OBLIGATIONS TRUST /NEW/
497, 1994-11-29
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- --------------------------------------------------------------------------------
    GOVERNMENT OBLIGATIONS FUND
    (A PORTFOLIO OF MONEY MARKET OBLIGATIONS TRUST)
     INSTITUTIONAL SERVICE SHARES
     PROSPECTUS

     The  Institutional Service Shares of  Government Obligations Fund (the
     "Fund")  offered  by   this  prospectus  represent   interests  in   a
     diversified portfolio of Money Market Obligations Trust (the "Trust"),
     an  open-end management investment  company (a mutual  fund). The Fund
     invests in  U.S.  government  securities  to  provide  current  income
     consistent with stability of principal.

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

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

     The Fund has also  filed a Statement  of Additional Information  dated
     November  30, 1994, with  the Securities and  Exchange Commission. The
     information contained in  the Statement of  Additional Information  is
     incorporated by reference into this prospectus. You may request a copy
     of  the Statement of Additional Information  free of charge by calling
     1-800-235-4669. To obtain other  information, or make inquiries  about
     the  Fund, contact the Fund at the  address listed in the back of this
     prospectus.

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

     Prospectus dated November 30, 1994

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

<TABLE>
<S>                                       <C>
SUMMARY OF FUND EXPENSES                          1
- ---------------------------------------------------
GENERAL INFORMATION                               2
- ---------------------------------------------------
INVESTMENT INFORMATION                            2
- ---------------------------------------------------
  Investment Objective                            2
  Investment Policies                             2
  Investment Limitations                          4
  Regulatory Compliance                           4
TRUST INFORMATION                                 4
- ---------------------------------------------------
  Management of the Trust                         4
  Distribution of Shares                          5
  Administration of the Fund                      5
  Expenses of the Fund and Institutional
    Service Shares                                6
NET ASSET VALUE                                   7
- ---------------------------------------------------
INVESTING IN THE FUND                             7
- ---------------------------------------------------
  Share Purchases                                 7
  Minimum Investment Required                     8
  Subaccounting Services                          8
  Certificates and Confirmations                  8
  Dividends                                       8
  Capital Gains                                   8
REDEEMING SHARES                                  8
- ---------------------------------------------------
  By Mail                                         9
  Telephone Redemption                            9
  Accounts with Low Balances                     10
SHAREHOLDER INFORMATION                          10
- ---------------------------------------------------
  Voting Rights                                  10
  Massachusetts Partnership Law                  10
TAX INFORMATION                                  11
- ---------------------------------------------------
  Federal Income Tax                             11
  Pennsylvania Corporate and Personal
    Property Taxes                               11
PERFORMANCE INFORMATION                          11
- ---------------------------------------------------
OTHER CLASSES OF SHARES                          12
- ---------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SHARES                                         13
- ---------------------------------------------------
ADDRESSES                                        14
- ---------------------------------------------------
</TABLE>

                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   INSTITUTIONAL SERVICE SHARES
                                 SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                      <C>        <C>
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price).............................................................       None
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price).............................................................       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable)........................................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable)................................       None
Exchange Fee......................................................................................       None

<CAPTION>

                      ANNUAL INSTITUTIONAL SERVICE SHARES OPERATING EXPENSES
                             (As a percentage of average net assets)
<S>                                                                                      <C>        <C>
Management Fee (after waiver) (1).................................................................      0.07%
12b-1 Fee.........................................................................................       None
Total Other Expenses..............................................................................      0.38%
  Shareholder Services Fee.............................................................      0.25%
        Total Institutional Service Shares Operating Expenses (2).................................      0.45%
<FN>
(1)  The  management fee has been  reduced to reflect the  voluntary waiver of a
     portion of the  management fee.  The adviser can  terminate this  voluntary
     waiver  at any time at  its sole discretion. The  maximum management fee is
     0.20%.
(2)  The Total  Institutional Service  Shares Operating  Expenses in  the  table
     above are based on expenses expected during the fiscal year ending July 31,
     1995.  The Total Institutional Service Shares Operating Expenses were 0.00%
     for the period ended July 31, 1994.
</TABLE>

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

<TABLE>
<CAPTION>
EXAMPLE                                                                                 1 YEAR     3 YEARS
- -------------------------------------------------------------------------------------  ---------  ---------
<S>                                                                                    <C>        <C>
You would pay the following expenses on a $1,000 investment assuming (1) 5% annual
return and (2) redemption at the end of each time period.............................     $5         $14
</TABLE>

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

    The information set forth in the foregoing table and example relates only to
Institutional  Service Shares of the Fund. The Fund also offers another class of
shares  called   Institutional   Shares.  Institutional   Service   Shares   and
Institutional  Shares are  subject to certain  of the same  expenses. See "Other
Classes of Shares."

                                       1

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

The Trust was established as a Massachusetts business trust under a  Declaration
of  Trust dated October 3,  1988. The Declaration of  Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios  of securities.  The  shares in  any  one portfolio  may  be
offered  in separate classes. With respect to this  Fund, as of the date of this
prospectus, the  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 as a convenient means of accumulating an interest in
a professionally  managed, diversified  portfolio investing  only in  short-term
U.S. government securities. A minimum initial investment of $25,000 is required.

Eligibility   for  investment  in  the  Fund  is  contingent  upon  an  investor
accumulating and maintaining a minimum  aggregate investment of $200,000,000  in
Federated  funds within a twelve-month period. For this purpose, (1) an investor
is defined as  a financial  institution or its  collective customers,  including
affiliate  financial  institutions  and  their  collective  customers,  or other
institutions that are determined to  qualify by Federated Securities Corp.,  and
(2)  Federated funds are  those mutual funds which  are distributed by Federated
Securities Corp. or  are advised by  or administered by  investment advisers  or
administrators  affiliated with Federated  Securities Corp. ("Federated Funds").
An investor's minimum investment  will be calculated  by combining all  accounts
the investor maintains with the Federated Funds, which includes the Trust.

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

INVESTMENT POLICIES

The  Fund pursues its investment  objective by investing only  in a portfolio of
U.S. government 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. Unless indicated otherwise, the investment policies may
be changed by the  Trustees without shareholder  approval. Shareholders will  be
notified before any material change in these policies becomes effective.

                                       2

ACCEPTABLE  INVESTMENTS.  The  Fund invests only  in U.S. government securities.
These instruments are either  issued or guaranteed by  the U.S. government,  its
agencies,  or instrumentalities. These  securities include, but  are not limited
to:

    - direct obligations  of the  U.S. Treasury,  such as  U.S. Treasury  bills,
      notes, and bonds; and

    - notes,   bonds,  and  discount  notes   of  U.S.  government  agencies  or
      instrumentalities, such  as Central  Bank  for Cooperatives,  Farm  Credit
      System,  Farmers Home  Administration, Federal Farm  Credit Banks, Federal
      Farm Credit System, Federal  Home Loan Banks,  Federal Home Loan  Mortgage
      Corporation,  Federal  Intermediate  Credit  Banks,  Federal  Land  Banks,
      Federal  National  Mortgage  Association,  Government  National   Mortgage
      Association, and Student Loan Marketing Association.

Some  obligations issued or  guaranteed by agencies  or instrumentalities of the
U.S. government, such as Government National Mortgage Association  participation
certificates,  are backed by the full faith  and credit of the U.S. Treasury. No
assurances can be given that the U.S. government will provide financial  support
to  other agencies  or instrumentalities,  since it is  not obligated  to do so.
These instrumentalities are supported by:

    - the issuer's  right to  borrow an  amount limited  to a  specific line  of
      credit from the U.S. Treasury;

    - discretionary  authority  of  the  U.S.  government  to  purchase  certain
      obligations of an agency or instrumentality; or

    - the credit of the agency or instrumentality.

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.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase securities
on  a when-issued or delayed delivery basis. These transactions are arrangements
in which the Fund purchases securities with payment and delivery scheduled for a
future time. The seller's failure to  complete these transactions may cause  the
Fund  to miss a price  or yield considered to  be advantageous. Settlement dates
may be a month or  more after entering into  these transactions, and the  market
values   of  the  securities  purchased  may  vary  from  the  purchase  prices.
Accordingly, the Fund may pay more/less than the market value of the  securities
on the settlement date.

The Fund may dispose of a commitment prior to settlement if the adviser deems it
appropriate  to do so. In addition, the Fund may enter into transactions to sell
its  purchase  commitments  to  third  parties  at  current  market  values  and
simultaneously acquire other commitments to purchase similar securities at later
dates.  The Fund may realize short-term profits  or losses upon the sale of such
commitments.

                                       3

LENDING OF PORTFOLIO SECURITIES.   In order to  generate additional income,  the
Fund  may lend its portfolio  securities on a short-term  or long-term basis, or
both, to broker/dealers, banks, or other institutional borrowers of  securities.
The  Fund will only enter into loan arrangements with broker/ dealers, banks, or
other institutions  which  the adviser  has  determined are  creditworthy  under
guidelines  established by the Trustees and will receive collateral at all times
equal to at least 100% of the value of the securities loaned.

INVESTMENT LIMITATIONS

The Fund will not borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of its cash value  with an agreement  to buy it  back on a  set date) or  pledge
securities  except,  under  certain circumstances,  the  Fund may  borrow  up to
one-third of the value of its total assets and pledge up to 15% of the value  of
its total assets to secure such borrowings.

The  above investment limitation cannot be changed without shareholder approval.
The following  limitation,  however, may  be  changed by  the  Trustees  without
shareholder  approval. Shareholders will be  notified before any material change
in this limitation becomes effective.

The Fund will not invest more than 10% of its net assets in illiquid securities,
including repurchase agreements providing for settlement in more than seven days
after notice.

REGULATORY COMPLIANCE

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

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

MANAGEMENT OF THE TRUST

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

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

                                       4

    ADVISORY FEES.  The adviser receives an annual investment advisory fee equal
    to  .20  of 1%  of  the Fund's  average daily  net  assets. The  adviser has
    undertaken to reimburse the Fund  up to the amount  of the advisory fee  for
    operating  expenses in excess of  limitations established by certain states.
    The adviser also may  voluntarily choose to  waive a portion  of its fee  or
    reimburse  other expenses of  the Fund, but reserves  the right to terminate
    such waiver or reimbursement at any time at its sole discretion.

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

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

DISTRIBUTION OF SHARES

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

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

Federated  Shareholder  Services may  elect to  pay financial  institutions fees
based upon shares owned by their  clients or customers for services provided  to
those clients and 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 accounting services)

                                       5

necessary to operate the Fund. Federated Administrative Services provides  these
at an annual rate as specified below:

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

The  administrative  fee  received during  any  fiscal  year shall  be  at least
$125,000 per portfolio and $30,000 per each additional class of shares.  Average
aggregate  daily  net  assets  include  those of  all  mutual  funds  advised by
affiliates of Federated Investors. Federated Administrative Services may  choose
voluntarily to waive a portion of its fee.

CUSTODIAN.   State Street Bank  and Trust Company, Boston,  MA, is custodian for
the securities and cash of the Fund.

TRANSFER AGENT  AND  DIVIDEND DISBURSING  AGENT.   Federated  Services  Company,
Pittsburgh,  PA, is  transfer agent for  the shares of,  and dividend disbursing
agent for, the Fund.

LEGAL COUNSEL.   Legal  counsel  is provided  by  Houston, Houston  &  Donnelly,
Pittsburgh, PA, and Dickstein, Shapiro & Morin, L.L.P., Washington, DC.

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

EXPENSES OF THE FUND AND INSTITUTIONAL SERVICE SHARES

Holders  of Institutional Service Shares pay their allocable portion of Fund and
Trust expenses.

The Trust expenses for which holders  of Institutional Service 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 Institutional  Service 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 Institutional Service Shares as a
class are expenses under the Fund's Services Plan which relate to  Institutional
Service  Shares. However, the  Board of Trustees reserves  the right to allocate
certain other expenses to  holders of Institutional Service  Shares as it  deems
appropriate ("class expenses"). In any case, class expenses would be limited to:
transfer  agent  fees as  identified by  the transfer  agent as  attributable to
holders of Institutional Service 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

                                       6

Exchange  Commission and registration fees paid to state securities commissions;
expenses related to administrative personnel and services as required to support
holders  of  Institutional  Service  Shares;  legal  fees  relating  solely   to
Institutional  Service Shares; and Trustees' fees incurred as a result of issues
relating solely to Institutional Service 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 shares from
the value of Fund assets attributable  to shares, and dividing the remainder  by
the  number of shares outstanding. The Fund  cannot guarantee that its net asset
value will always remain at $1.00 per share.

The net  asset value  is determined  at 12:00  noon, 3:00  p.m., and  4:00  p.m.
(Eastern  time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its  net
asset  value might be materially affected; (ii)  days during which no shares are
tendered for redemption and no orders to purchase shares are received; or  (iii)
the  following holidays: New Year's Day,  Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

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

SHARE PURCHASES

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

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

BY  WIRE.  To purchase  by Federal Reserve wire, call  the Fund before 3:00 p.m.
(Eastern time) to place an order. The order is considered received  immediately.
Payment  by federal funds must be received  before 3:00 p.m. (Eastern time) that
day. Federal funds should be wired  as follows: Federated Services Company,  c/o
State Street Bank and Trust Company, Boston, Massachusetts; Attention: EDGEWIRE;
For  Credit to: Government Obligations  Fund--Institutional Service Shares; Fund
Number (this number can be found on  the account statement or by contacting  the
Fund); Group Number or Order Number; Nominee or Institution Name; and ABA Number
011000028.

BY  MAIL.    To  purchase by  mail,  send  a check  made  payable  to Government
Obligations Fund-- Institutional Service Shares to: Federated Services  Company,
P.O.  Box 8602,  Boston, MA 02266-8602.  Orders by mail  are considered received
when payment by check is converted into federal funds. This is normally the next
business day after the check is received.

                                       7

MINIMUM INVESTMENT REQUIRED

The minimum initial  investment is  $25,000. Eligibility for  investment in  the
Fund  is  contingent upon  an investor  accumulating  and maintaining  a minimum
aggregate investment of  $200,000,000 in Federated  Funds within a  twelve-month
period.

SUBACCOUNTING SERVICES

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

CERTIFICATES AND CONFIRMATIONS

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

Monthly  confirmations are sent to report transactions such as all purchases and
redemptions as well as dividends paid during the month.

DIVIDENDS

Dividends are  declared  daily and  paid  monthly. Dividends  are  automatically
reinvested  on  payment  dates in  additional  shares  of the  Fund  unless cash
payments are requested by writing to  the Fund. Shares purchased by wire  before
3:00  p.m. (Eastern time) begin earning  dividends that day. Shares purchased by
check begin earning dividends the day after the check is converted into  federal
funds.

CAPITAL GAINS

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

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

Shares are redeemed  at their  net asset value  next determined  after 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.

                                       8

BY MAIL

Shares  may be redeemed by sending  a written request to: Government Obligations
Fund, P.O. Box 8602,  Boston, MA 02266-8602. The  written request should  state:
Government  Obligations Fund--Institutional Service  Shares; shareholder's name;
the account number; and the share  or dollar amount requested. Sign the  request
exactly  as the  shares are  registered. Shareholders  should call  the Fund for
assistance in redeeming by mail.

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

Shareholders  requesting a  redemption of $50,000  or more, a  redemption of any
amount to be sent to an  address other than that on  record with the Fund, or  a
redemption  payable  other than  to the  shareholder of  record must  have their
signatures guaranteed by:

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

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

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

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

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

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

Normally, a check for the proceeds is mailed within one business day, but in  no
event  more  than  seven days,  after  receipt  of a  proper  written redemption
request. Dividends  are paid  up to  and  including the  day that  a  redemption
request is processed.

TELEPHONE REDEMPTION

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

If the  redemption request  is received  before 3:00  p.m. (Eastern  time),  the
proceeds  will be wired the same day  to the shareholder's account at a domestic
commercial bank  which is  a member  of the  Federal Reserve  System, and  those
shares  redeemed will not be  entitled to that day's  dividend. A daily dividend
will be paid on shares redeemed if the redemption request is received after 3:00
p.m. (Eastern time).  However, the proceeds  are not wired  until the  following
business day. Under limited

                                       9

circumstances,  arrangements  may  be  made with  the  distributor  for same-day
payment of  proceeds,  without  that day's  dividend,  for  redemption  requests
received before 3:00 p.m. (Eastern time).

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

ACCOUNTS WITH LOW BALANCES

Due to the high  cost of maintaining  accounts with low  balances, the Fund  may
redeem  shares in  any account and  pay the  proceeds to the  shareholder if the
account balance  falls  below  a  required minimum  value  of  $25,000,  or  the
aggregate  investment in  Federated Funds  falls below  the required  minimum of
$200,000,000 to be maintained from and after twelve months from account opening,
due to shareholder redemptions.

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

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

VOTING RIGHTS

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

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

As of October 28, 1994, The City of Birmingham Board of Education--General Fund,
Birmingham, Alabama, owned 52.71% of the voting securities of the  Institutional
Service  Shares, and, therefore, may, for certain purposes, be deemed to control
the class and be able to affect  the outcome of certain matters presented for  a
vote of shareholders.

MASSACHUSETTS PARTNERSHIP LAW

Under  certain  circumstances, shareholders  may  be held  personally  liable as
partners under Massachusetts law  for obligations of the  Trust. To protect  its
shareholders,  the  Trust  has  filed legal  documents  with  Massachusetts that
expressly disclaim the liability of its shareholders for acts or obligations  of
the Trust. These documents require notice of this disclaimer to be given in each
agreement,  obligation, or  instrument the Trust  or its Trustees  enter into or
sign.

                                       10

In the unlikely event  a shareholder is held  personally liable for the  Trust's
obligations,  the  Trust is  required by  the  Declaration of  Trust to  use its
property to protect or  compensate the shareholder. On  request, the Trust  will
defend  any claim made and pay any judgment against a shareholder for any act or
obligation of the Trust. Therefore, financial loss resulting from liability as a
shareholder will occur only if the  Trust itself cannot meet its obligations  to
indemnify shareholders and pay judgments against them.

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

FEDERAL INCOME TAX

The  Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive the special tax treatment afforded  to such companies. The Fund will  be
treated  as a single,  separate entity for  federal income tax  purposes so that
income (including  capital  gains) and  losses  realized by  the  Trust's  other
portfolios  will not  be combined  for tax purposes  with those  realized by the
Fund.

Unless otherwise exempt, shareholders are required to pay federal income tax  on
any  dividends and other distributions  received. This applies whether dividends
and distributions are received in cash or as additional shares.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

In the opinion of Houston, Houston, & Donnelly, counsel to the Trust:

    - the Fund is  not subject  to Pennsylvania corporate  or personal  property
      taxes; and

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

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

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

From time  to  time, the  Fund  advertises its  yield  and effective  yield  for
Institutional Service Shares.

Yield  represents the annualized rate  of income earned on  an investment over a
seven-day period. It is the annualized dividends earned during the period on  an
investment  shown  as a  percentage of  the investment.  The effective  yield is
calculated similarly to the yield, but when annualized, the income earned by  an
investment  is  assumed to  be  reinvested daily.  The  effective yield  will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment.

Advertisements and sales literature may also refer to total return. Total return
represents the change,  over a  specified period  of time,  in the  value of  an
investment in the shares after reinvesting all income

                                       11

distributions.  It  is  calculated  by  dividing  that  change  by  the  initial
investment and is expressed as a percentage.

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

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

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

The Fund also offers the following class.

Institutional Shares are sold at net asset value primarily to accounts for which
financial  institutions act in  an agency or  fiduciary capacity. Investments in
Institutional Shares are  subject to  a minimum initial  investment of  $25,000.
Institutional Shares are currently accruing no shareholder services fee.

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

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

                                       12

GOVERNMENT OBLIGATIONS FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following  table  has  been  audited by  Arthur  Andersen  LLP,  the  Fund's
independent  accountants. Their report, dated September  15, 1994, on the Fund's
financial statements for  the year  ended July 31,  1994, and  on the  following
table for each of the periods presented, is included in the Annual Report, which
is  incorporated by reference. This table should be read in conjunction with the
Fund's financial statements  and notes thereto,  which may be  obtained free  of
charge from the Fund.

<TABLE>
<CAPTION>
                                                                               YEAR ENDED JULY 31,
                                                              -----------------------------------------------------
                                                                1994       1993       1992       1991       1990*
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
<S>                                                           <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                             $1.00      $1.00      $1.00      $1.00      $1.00
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------
  Net investment income                                           0.03       0.03       0.05       0.07       0.03
- ------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------
  Dividends to shareholders from net investment income           (0.03)     (0.03)     (0.05)     (0.07)     (0.03)
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                   $1.00      $1.00      $1.00      $1.00      $1.00
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
                                                              ---------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                                    3.41%      3.22%      4.70%      7.20%      2.80%
- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------
  Expenses                                                        0.20%      0.20%      0.20%      0.20%      0.20%(b)
- ------------------------------------------------------------
  Net investment income                                           3.38%      3.16%      4.55%      6.77%      8.24%(b)
- ------------------------------------------------------------
  Expense waiver/reimbursement (a)                                0.15%      0.11%      0.12%      0.22%      0.34%(b)
- ------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------
  Net assets, end of period (000 omitted)                      $763,879   $707,146   $679,533   $331,454   $148,598
- ------------------------------------------------------------
<FN>

 *  Reflects  operations for  the period  from March  31, 1990  (date of initial
    public investment) to
    July 31, 1990.

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

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

(b) Computed on an annualized basis.
</TABLE>

                                       13

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

<TABLE>
<S>                                                              <C>
Government Obligations Fund
              Institutional Service Shares                       Federated Investors Tower
                                                                 Pittsburgh, PA 15222-3779
- -------------------------------------------------------------------------------------------

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

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

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

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

Legal Counsel
              Houston, Houston & Donnelly                        2510 Centre City Tower
                                                                 Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------

Legal Counsel
              Dickstein, Shapiro & Morin, L.L.P.                 2101 L Street, N.W.
                                                                 Washington, DC 20037
- -------------------------------------------------------------------------------------------

Independent Public Accountants
              Arthur Andersen LLP                                2100 One PPG Place
                                                                 Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------
</TABLE>

                                       14

- --------------------------------------------------------------------------------
                                            GOVERNMENT OBLIGATIONS
                                            FUND
                                            INSTITUTIONAL SERVICE SHARES
                                            PROSPECTUS

                                           A Diversified Portfolio of
                                           Money Market Obligations Trust,
                                           an Open-End Management
                                           Investment Company

                                           Prospectus dated November 30,
                                           1994

[LOGO] FEDERATED SECURITIES CORP.
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           60934N807
           9110205A-SS (11/94)             [RECYCLED PAPER SYMBOL]

- --------------------------------------------------------------------------------
    GOVERNMENT OBLIGATIONS FUND
    (A PORTFOLIO OF MONEY MARKET OBLIGATIONS TRUST)
     INSTITUTIONAL SHARES
     PROSPECTUS

     The  Institutional Shares of Government  Obligations Fund (the "Fund")
     offered by  this  prospectus  represent  interests  in  a  diversified
     portfolio of Money Market Obligations Trust (the "Trust"), an open-end
     management  investment company  (a mutual  fund). The  Fund invests in
     U.S. government securities to  provide current income consistent  with
     stability of principal.

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

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

     The Fund has also  filed a Statement  of Additional Information  dated
     November  30, 1994, with  the Securities and  Exchange Commission. The
     information contained in  the Statement of  Additional Information  is
     incorporated by reference into this prospectus. You may request a copy
     of  the Statement of Additional Information  free of charge by calling
     1-800-235-4669. To obtain other  information, or make inquiries  about
     the  Fund, contact the Fund at the  address listed in the back of this
     prospectus.

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

     Prospectus dated November 30, 1994

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

<TABLE>
<S>                                       <C>
SUMMARY OF FUND EXPENSES                          1
- ---------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SHARES                                          2
- ---------------------------------------------------
GENERAL INFORMATION                               3
- ---------------------------------------------------
INVESTMENT INFORMATION                            3
- ---------------------------------------------------
  Investment Objective                            3
  Investment Policies                             3
  Investment Limitations                          5
  Regulatory Compliance                           5
TRUST INFORMATION                                 5
- ---------------------------------------------------
  Management of the Trust                         5
  Distribution of Shares                          6
  Administration of the Fund                      6
  Expenses of the Fund and Institutional
    Shares                                        7
NET ASSET VALUE                                   8
- ---------------------------------------------------
INVESTING IN THE FUND                             8
- ---------------------------------------------------
  Share Purchases                                 8
  Minimum Investment Required                     9
  Subaccounting Services                          9
  Certificates and Confirmations                  9
  Dividends                                       9
  Capital Gains                                   9

REDEEMING SHARES                                  9
- ---------------------------------------------------
  By Mail                                        10
  Telephone Redemption                           10
  Accounts with Low Balances                     11

SHAREHOLDER INFORMATION                          11
- ---------------------------------------------------
  Voting Rights                                  11
  Massachusetts Partnership Law                  11

TAX INFORMATION                                  12
- ---------------------------------------------------
  Federal Income Tax                             12
  Pennsylvania Corporate and Personal
    Property Taxes                               12

PERFORMANCE INFORMATION                          12
- ---------------------------------------------------
OTHER CLASSES OF SHARES                          13
- ---------------------------------------------------
ADDRESSES                                        14
- ---------------------------------------------------
</TABLE>

                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                       INSTITUTIONAL SHARES
                                 SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                      <C>        <C>
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price).............................................................       None
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price).............................................................       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable)........................................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable)................................       None
Exchange Fee......................................................................................       None

<CAPTION>

                          ANNUAL INSTITUTIONAL SHARES OPERATING EXPENSES
                             (As a percentage of average net assets)
<S>                                                                                      <C>        <C>
Management Fee (after waiver) (1).................................................................      0.07%
12b-1 Fee.........................................................................................    None
Total Other Expenses..............................................................................      0.13%
  Shareholder Services Fee (2).........................................................      0.00%
        Total Institutional Shares Operating Expenses (3).........................................      0.20%
<FN>
(1)  The  management fee has been  reduced to reflect the  voluntary waiver of a
     portion of the  management fee.  The adviser can  terminate this  voluntary
     waiver  at any time at  its sole discretion. The  maximum management fee is
     0.20%.
(2)  The maximum shareholder services fee is 0.25%.
(3)  The Total Institutional Shares  Operating Expenses in  the table above  are
     based on expenses expected during the fiscal year ending July 31, 1995. The
     Total  Institutional Shares  Operating Expenses  were 0.20%  for the fiscal
     year ended July 31, 1994, and were  0.35% absent the voluntary waiver of  a
     portion of the management fee.
</TABLE>

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

<TABLE>
<CAPTION>
EXAMPLE                                                             1 YEAR     3 YEARS    5 YEARS   10 YEARS
- -----------------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                                <C>        <C>        <C>        <C>
You would  pay  the following  expenses  on a  $1,000  investment
assuming  (1) 5% annual  return and (2) redemption  at the end of
each time period.                                                     $2         $6         $11        $26
</TABLE>

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

    The information set forth in the foregoing table and example relates only to
Institutional  Shares of the Fund. The Fund  also offers another class of shares
called Institutional  Service  Shares. Institutional  Shares  and  Institutional
Service  Shares are subject to certain of  the same expenses. See "Other Classes
of Shares."

                                       1

GOVERNMENT OBLIGATIONS FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following  table  has  been  audited by  Arthur  Andersen  LLP,  the  Fund's
independent  accountants. Their report, dated September  15, 1994, on the Fund's
financial statements for  the year  ended July 31,  1994, and  on the  following
table for each of the periods presented, is included in the Annual Report, which
is  incorporated by reference. This table should be read in conjunction with the
Fund's financial statements  and notes thereto,  which may be  obtained free  of
charge from the Fund.

<TABLE>
<CAPTION>
                                                                               YEAR ENDED JULY 31,
                                                              -----------------------------------------------------
                                                                1994       1993       1992       1991       1990*
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
<S>                                                           <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                             $1.00      $1.00      $1.00      $1.00      $1.00
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------
  Net investment income                                           0.03       0.03       0.05       0.07       0.03
- ------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------
  Dividends to shareholders from net investment income           (0.03)     (0.03)     (0.05)     (0.07)     (0.03)
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                   $1.00      $1.00      $1.00      $1.00      $1.00
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                                    3.41%      3.22%      4.70%      7.20%      2.80%
- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------
  Expenses                                                        0.20%      0.20%      0.20%      0.20%      0.20%(b)
- ------------------------------------------------------------
  Net investment income                                           3.38%      3.16%      4.55%      6.77%      8.24%(b)
- ------------------------------------------------------------
  Expense waiver/reimbursement (a)                                0.15%      0.11%      0.12%      0.22%      0.34%(b)
- ------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------
  Net assets, end of period (000 omitted)                      $763,879   $707,146   $679,533   $331,454   $148,598
- ------------------------------------------------------------
<FN>

  * Reflects  operations for  the period  from March  31, 1990  (date of initial
    public investment) to July 31, 1990.

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

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

(b) Computed on an annualized basis.
</TABLE>

                                       2

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

The Trust was established as a Massachusetts business trust under a  Declaration
of  Trust dated October 3,  1988. The Declaration of  Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios  of securities.  The  shares in  any  one portfolio  may  be
offered  in separate classes. With respect to this  Fund, as of the date of this
prospectus, the  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 as a  convenient means of accumulating  an interest in a
professionally managed, diversified portfolio investing only in short-term  U.S.
government securities. A minimum initial investment of $25,000 is required.

Eligibility   for  investment  in  the  Fund  is  contingent  upon  an  investor
accumulating and maintaining a minimum  aggregate investment of $200,000,000  in
Federated  funds within a twelve-month period. For this purpose, (1) an investor
is defined as  a financial  institution or its  collective customers,  including
affiliate  financial  institutions  and  their  collective  customers,  or other
institutions that are determined to  qualify by Federated Securities Corp.,  and
(2)  Federated funds are  those mutual funds which  are distributed by Federated
Securities Corp. or  are advised by  or administered by  investment advisers  or
administrators  affiliated with Federated  Securities Corp. ("Federated Funds").
An investor's minimum investment  will be calculated  by combining all  accounts
the investor maintains with the Federated Funds, which includes the Trust.

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

INVESTMENT POLICIES

The  Fund pursues its investment  objective by investing only  in a portfolio of
U.S. government 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. Unless indicated otherwise, the investment policies may
be changed by the  Trustees without shareholder  approval. Shareholders will  be
notified before any material change in these policies becomes effective.

                                       3

ACCEPTABLE  INVESTMENTS.  The  Fund invests only  in U.S. government securities.
These instruments are either  issued or guaranteed by  the U.S. government,  its
agencies,  or instrumentalities. These  securities include, but  are not limited
to:

    - direct obligations  of the  U.S. Treasury,  such as  U.S. Treasury  bills,
      notes, and bonds; and

    - notes,   bonds,  and  discount  notes   of  U.S.  government  agencies  or
      instrumentalities, such  as Central  Bank  for Cooperatives,  Farm  Credit
      System,  Farmers Home  Administration, Federal Farm  Credit Banks, Federal
      Farm Credit System, Federal  Home Loan Banks,  Federal Home Loan  Mortgage
      Corporation,  Federal  Intermediate  Credit  Banks,  Federal  Land  Banks,
      Federal  National  Mortgage  Association,  Government  National   Mortgage
      Association, and Student Loan Marketing Association.

Some  obligations issued or  guaranteed by agencies  or instrumentalities of the
U.S. government, such as Government National Mortgage Association  participation
certificates,  are backed by the full faith  and credit of the U.S. Treasury. No
assurances can be given that the U.S. government will provide financial  support
to  other agencies  or instrumentalities,  since it is  not obligated  to do so.
These instrumentalities are supported by:

    - the issuer's  right to  borrow an  amount limited  to a  specific line  of
      credit from the U.S. Treasury;

    - discretionary  authority  of  the  U.S.  government  to  purchase  certain
      obligations of an agency or instrumentality; or

    - the credit of the agency or instrumentality.

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.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase securities
on  a when-issued or delayed delivery basis. These transactions are arrangements
in which the Fund purchases securities with payment and delivery scheduled for a
future time. The seller's failure to  complete these transactions may cause  the
Fund  to miss a price  or yield considered to  be advantageous. Settlement dates
may be a month or  more after entering into  these transactions, and the  market
values   of  the  securities  purchased  may  vary  from  the  purchase  prices.
Accordingly, the Fund may pay more/less than the market value of the  securities
on the settlement date.

The Fund may dispose of a commitment prior to settlement if the adviser deems it
appropriate  to do so. In addition, the Fund may enter into transactions to sell
its  purchase  commitments  to  third  parties  at  current  market  values  and
simultaneously acquire other commitments to purchase similar securities at later
dates.  The Fund may realize short-term profits  or losses upon the sale of such
commitments.

                                       4

LENDING OF PORTFOLIO SECURITIES.   In order to  generate additional income,  the
Fund  may lend its portfolio  securities on a short-term  or long-term basis, or
both, to broker/dealers, banks, or other institutional borrowers of  securities.
The  Fund will only enter into loan arrangements with broker/ dealers, banks, or
other institutions  which  the adviser  has  determined are  creditworthy  under
guidelines  established by the Trustees and will receive collateral at all times
equal to at least 100% of the value of the securities loaned.

INVESTMENT LIMITATIONS

The Fund will not borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of its cash value  with an agreement  to buy it  back on a  set date) or  pledge
securities  except,  under  certain circumstances,  the  Fund may  borrow  up to
one-third of the value of its total assets and pledge up to 15% of the value  of
its total assets to secure such borrowings.

The  above investment limitation cannot be changed without shareholder approval.
The following  limitation,  however, may  be  changed by  the  Trustees  without
shareholder  approval. Shareholders will be  notified before any material change
in this limitation becomes effective.

The Fund will not invest more than 10% of its net assets in illiquid securities,
including repurchase agreements providing for settlement in more than seven days
after notice.

REGULATORY COMPLIANCE

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

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

MANAGEMENT OF THE TRUST

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

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

                                       5

    ADVISORY FEES.  The adviser receives an annual investment advisory fee equal
    to  .20  of 1%  of  the Fund's  average daily  net  assets. The  adviser has
    undertaken to reimburse the Fund  up to the amount  of the advisory fee  for
    operating  expenses in excess of  limitations established by certain states.
    The adviser also may  voluntarily choose to  waive a portion  of its fee  or
    reimburse  other expenses of  the Fund, but reserves  the right to terminate
    such waiver or reimbursement at any time at its sole discretion.

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

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

DISTRIBUTION OF SHARES

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

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

Federated Shareholder  Services may  elect to  pay financial  institutions  fees
based  upon shares owned by their clients  or customers for services provided to
those clients and 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 accounting services)

                                       6

necessary  to operate the Fund. Federated Administrative Services provides these
at an annual rate as specified below:

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

The administrative  fee  received during  any  fiscal  year shall  be  at  least
$125,000  per portfolio and $30,000 per each additional class of shares. Average
aggregate daily  net  assets  include  those of  all  mutual  funds  advised  by
affiliates  of Federated Investors. Federated Administrative Services may choose
voluntarily to waive a portion of its fee.

CUSTODIAN.  State Street  Bank and Trust Company,  Boston, MA, is custodian  for
the securities and cash of the Fund.

TRANSFER  AGENT  AND DIVIDEND  DISBURSING  AGENT.   Federated  Services Company,
Pittsburgh, PA, is  transfer agent for  the shares of,  and dividend  disbursing
agent for, the Fund.

LEGAL  COUNSEL.   Legal  counsel  is provided  by  Houston, Houston  & Donnelly,
Pittsburgh, PA, and Dickstein, Shapiro & Morin, L.L.P., Washington, DC.

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

EXPENSES OF THE FUND AND INSTITUTIONAL SHARES

Holders of Institutional Shares  pay their allocable portion  of Fund and  Trust
expenses.

The Trust expenses for which holders of Institutional 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 Institutional 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 Institutional  Shares as a class.
However the Board of Trustees reserves the right to allocate certain expenses to
holders of Institutional Shares as  it deems appropriate ("class expenses").  In
any  case, class expenses would be limited to: transfer agent fees as identified
by the  transfer  agent as  attributable  to holders  of  Institutional  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

                                       7

and  services as required to support holders of Institutional Shares; legal fees
relating solely to Institutional Shares; and Trustees' fees incurred as a result
of issues relating solely to Institutional 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 shares from
the value of Fund assets attributable  to shares, and dividing the remainder  by
the  number of shares outstanding. The Fund  cannot guarantee that its net asset
value will always remain at $1.00 per share.

The net  asset value  is determined  at 12:00  noon, 3:00  p.m., and  4:00  p.m.
(Eastern  time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its  net
asset  value might be materially affected; (ii)  days during which no shares are
tendered for redemption and no orders to purchase shares are received; or  (iii)
the  following holidays: New Year's Day,  Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

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

SHARE PURCHASES

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

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

BY  WIRE.  To purchase  by Federal Reserve wire, call  the Fund before 3:00 p.m.
(Eastern time) to place an order. The order is considered received  immediately.
Payment  by federal funds must be received  before 3:00 p.m. (Eastern time) that
day. Federal funds should be wired  as follows: Federated Services Company,  c/o
State Street Bank and Trust Company, Boston, Massachusetts; Attention: EDGEWIRE;
For  Credit to:  Government Obligations Fund--Institutional  Shares; Fund Number
(this number can be found on the  account statement or by contacting the  Fund);
Group  Number  or Order  Number;  Nominee or  Institution  Name; and  ABA Number
011000028.

BY MAIL.    To  purchase by  mail,  send  a check  made  payable  to  Government
Obligations Fund-- Institutional Shares to: Federated Services Company, P.O. Box
8602, Boston, MA 02266-8602. Orders by mail are considered received when payment
by check is converted into federal funds. This is normally the next business day
after the check is received.

                                       8

MINIMUM INVESTMENT REQUIRED

The  minimum initial  investment is $25,000.  Eligibility for  investment in the
Fund is  contingent upon  an  investor accumulating  and maintaining  a  minimum
aggregate  investment of $200,000,000  in Federated Funds  within a twelve-month
period.

SUBACCOUNTING SERVICES

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

CERTIFICATES AND CONFIRMATIONS

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

Monthly confirmations are sent to report transactions such as all purchases  and
redemptions as well as dividends paid during the month.

DIVIDENDS

Dividends  are  declared daily  and  paid monthly.  Dividends  are automatically
reinvested on  payment  dates in  additional  shares  of the  Fund  unless  cash
payments  are requested by writing to the  Fund. Shares purchased by wire before
3:00 p.m. (Eastern time) begin earning  dividends that day. Shares purchased  by
check  begin earning dividends the day after the check is converted into federal
funds.

CAPITAL GAINS

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

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

Shares  are redeemed  at their  net asset value  next determined  after 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.

                                       9

BY MAIL

Shares may be redeemed by sending  a written request to: Government  Obligations
Fund,  P.O. Box 8602,  Boston, MA 02266-8602. The  written request should state:
Government Obligations  Fund--  Institutional Shares;  shareholder's  name;  the
account  number;  and the  share or  dollar amount  requested. Sign  the request
exactly as the  shares are  registered. Shareholders  should call  the Fund  for
assistance in redeeming by mail.

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

Shareholders requesting a  redemption of $50,000  or more, a  redemption of  any
amount  to be sent to an  address other than that on  record with the Fund, or a
redemption payable  other than  to the  shareholder of  record must  have  their
signatures guaranteed by:

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

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

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

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

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

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

Normally,  a check for the proceeds is mailed within one business day, but in no
event more  than  seven days,  after  receipt  of a  proper  written  redemption
request.  Dividends  are paid  up to  and  including the  day that  a redemption
request is processed.

TELEPHONE REDEMPTION

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

If  the  redemption request  is received  before 3:00  p.m. (Eastern  time), the
proceeds will be wired the same day  to the shareholder's account at a  domestic
commercial  bank which  is a  member of  the Federal  Reserve System,  and those
shares redeemed will not  be entitled to that  day's dividend. A daily  dividend
will be paid on shares redeemed if the redemption request is received after 3:00
p.m.  (Eastern time).  However, the proceeds  are not wired  until the following
business day. Under limited

                                       10

circumstances, arrangements  may  be  made with  the  distributor  for  same-day
payment  of  proceeds,  without  that day's  dividend,  for  redemption requests
received before 3:00 p.m. (Eastern time).

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

ACCOUNTS WITH LOW BALANCES

Due  to the high  cost of maintaining  accounts with low  balances, the Fund may
redeem shares in  any account and  pay the  proceeds to the  shareholder if  the
account  balance  falls  below  a  required minimum  value  of  $25,000,  or the
aggregate investment  in Federated  Funds falls  below the  required minimum  of
$200,000,000 to be maintained from and after twelve months from account opening,
due to shareholder redemptions.

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

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

VOTING RIGHTS

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

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

As of October 28, 1994, The City of Birmingham Board of Education--General Fund,
Birmingham,  Alabama, owned 52.71% of the voting securities of the Institutional
Service Shares, and, therefore, may, for certain purposes, be deemed to  control
the  class and be able to affect the  outcome of certain matters presented for a
vote of shareholders.

MASSACHUSETTS PARTNERSHIP LAW

Under certain  circumstances,  shareholders may  be  held personally  liable  as
partners  under Massachusetts law  for obligations of the  Trust. To protect its
shareholders, the  Trust  has  filed legal  documents  with  Massachusetts  that
expressly  disclaim the liability of its shareholders for acts or obligations of
the Trust. These documents require notice of this disclaimer to be given in each
agreement, obligation, or  instrument the Trust  or its Trustees  enter into  or
sign.

                                       11

In  the unlikely event a  shareholder is held personally  liable for the Trust's
obligations, the  Trust is  required by  the  Declaration of  Trust to  use  its
property  to protect or  compensate the shareholder. On  request, the Trust will
defend any claim made and pay any judgment against a shareholder for any act  or
obligation of the Trust. Therefore, financial loss resulting from liability as a
shareholder  will occur only if the Trust  itself cannot meet its obligations to
indemnify shareholders and pay judgments against them.

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

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet  requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive  the special tax treatment afforded to  such companies. The Fund will be
treated as a  single, separate entity  for federal income  tax purposes so  that
income  (including  capital  gains) and  losses  realized by  the  Trust's other
portfolios will not  be combined  for tax purposes  with those  realized by  the
Fund.

Unless  otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions  received. This applies whether  dividends
and distributions are received in cash or as additional shares.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

In the opinion of Houston, Houston, & Donnelly, counsel to the Trust:

    - the  Fund is  not subject to  Pennsylvania corporate  or personal property
      taxes; and

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

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

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

From  time  to time,  the  Fund advertises  its  yield and  effective  yield for
Institutional Shares.

Yield represents the annualized  rate of income earned  on an investment over  a
seven-day  period. It is the annualized dividends earned during the period on an
investment shown  as a  percentage of  the investment.  The effective  yield  is
calculated  similarly to the yield, but when annualized, the income earned by an
investment is  assumed to  be  reinvested daily.  The  effective yield  will  be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment.

Advertisements and sales literature may also refer to total return. Total return
represents  the change,  over a  specified period  of time,  in the  value of an
investment in the shares after reinvesting all income

                                       12

distributions.  It  is  calculated  by  dividing  that  change  by  the  initial
investment and is expressed as a percentage.

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

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

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

The Fund also offers the following class.

Institutional Service Shares are sold at  net asset value primarily to  accounts
for  which  financial  institutions  act in  an  agency  or  fiduciary capacity.
Investments in Institutional  Service Shares  are subject to  a minimum  initial
investment of $25,000. Institutional Service Shares are currently subject to the
maximum shareholder services fee of 0.25%.

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

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

                                       13

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

<TABLE>
<S>                                                              <C>
Government Obligations Fund
              Institutional Shares                               Federated Investors Tower
                                                                 Pittsburgh, PA 15222-3779
- -------------------------------------------------------------------------------------------

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

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

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

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

Legal Counsel
              Houston, Houston & Donnelly                        2510 Centre City Tower
                                                                 Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------

Legal Counsel
              Dickstein, Shapiro & Morin, L.L.P.                 2101 L Street, N.W.
                                                                 Washington, DC 20037
- -------------------------------------------------------------------------------------------

Independent Public Accountants
              Arthur Andersen LLP                                2100 One PPG Place
                                                                 Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------
</TABLE>

                                       14

- --------------------------------------------------------------------------------
                                            GOVERNMENT OBLIGATIONS
                                            FUND
                                            INSTITUTIONAL SHARES
                                            PROSPECTUS

                                           A Diversified Portfolio of
                                           Money Market Obligations Trust,
                                           an Open-End Management
                                           Investment Company

                                           Prospectus dated November 30,
                                           1994

[LOGO] FEDERATED SECURITIES CORP.
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           60934N104
           9110204A (11/94)                [RECYCLED PAPER SYMBOL]

                                
                                
                                
                   Government Obligations Fund
                                
         (A Portfolio of Money Market Obligations Trust)
                      Institutional Shares
                  Institutional Service Shares
               Statement of Additional Information
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
   This Statement of Additional Information should be read with
   the prospectus(es) of Government Obligations Fund (the
   "Fund"), a portfolio of Money Market Obligations Trust (the
   "Trust") dated November 30, 1994.  This Statement is not a
   prospectus.  To receive a copy of a prospectus, write or
   call the Fund.
   
   Federated Investors Tower
   Pittsburgh, Pennsylvania 15222-3779
   
                Statement dated November 30, 1994
                                
   
Federated Securities
Corp.
Distributor
A subsidiary of Federated Investors
Investment Policies             1
 Acceptable Investments        1
 When-Issued and Delayed
  Delivery Transactions        1
 Repurchase Agreements         1
 Reverse Repurchase
  Agreements                   1
 Lending of Portfolio
  Securities                   1
Investment Limitations          2
Brokerage Transactions          3
Money Market Obligations Trust
Management                      4
 Officers and Trustees         4
 The Funds                     7
 Fund Ownership                7
 Trustee Liability             8
Investment Advisory Services    8
 Investment Adviser            8
 Advisory Fees                 8
  State Expense Limitations    8
 Administrative Services       8
 Custodian                     9
 Transfer Agent and Portfolio
  Recordkeeper                 9
Shareholder Services Plan       9
Determining Net Asset Value     9
Redemption in Kind              9
The Fund's Tax Status          10
Performance Information        10
 Yield                        10
 Effective Yield              10
 Total Return                 10
 Performance Comparisons      10
Financial Statements           11
Investment Policies
Unless indicated otherwise, the policies described below may be
changed by the Trustees without shareholder approval.
Shareholders will be notified before any material change in these
policies becomes effective.
Acceptable Investments
Some of the short-term U.S. government securities the Fund  may
purchase carry variable interest rates.  These  securities have a
rate of interest subject to adjustment at  least annually.  This
adjusted interest rate is ordinarily  tied to some objective
standard, such as the 91-day U.S. Treasury bill rate. Variable
interest rates will reduce the changes in the  market value of
such securities from their original  purchase prices.
Accordingly, the potential for capital  appreciation or capital
depreciation should not be greater than that of fixed interest
rate U.S. government securities having  maturities equal to the
interest rate adjustment dates of  the variable rate U.S.
government securities. The Fund may purchase variable rate U.S.
government  securities upon the determination by the Board of
Trustees that the interest rate as adjusted will cause the
instrument to have a current market value that approximates  its
par value on the adjustment date.
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
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.
Lending of Portfolio Securities
The collateral received when the Fund lends portfolio securities
must be valued daily and, should the market value of the loaned
securities increase, the borrower must furnish additional
collateral to the Fund. During the time portfolio securities are
on loan, the borrower pays the Fund any dividends or interest
paid on such securities.  Loans are subject to termination at the
option of the Fund or the borrower.  The Fund may pay reasonable
administrative and custodial fees in connection with a loan and
may pay a negotiated portion of the interest earned on the cash
or equivalent collateral to the borrower or placing broker.
Investment Limitations
Selling Short and Buying on Margin
The Fund will not sell any securities short or purchase any
securities on margin but may obtain such short-term credits as
may be necessary for clearance of transactions.
Issuing Senior Securities and Borrowing Money
The Fund will not issue senior securities except that the Fund
may borrow money directly or through reverse repurchase
agreements in amounts up to one-third of the value of its total
assets, including the amounts borrowed.
The Fund will not borrow money or engage in reverse repurchase
agreements for investment leverage, but rather as a temporary,
extraordinary, or emergency measure or to facilitate management
of the portfolio by enabling the Fund to meet redemption requests
when the liquidation of portfolio securities is deemed to be
inconvenient or disadvantageous.  The Fund will not purchase any
securities while borrowings in excess of 5% of the value of its
total assets are outstanding.  During the period any reverse
repurchase agreements are outstanding, the Fund will restrict the
purchase of portfolio securities to money market instruments
maturing on or before the expiration date of the reverse
repurchase agreements, but only to the extent necessary to assure
completion of the reverse repurchase agreements.
Pledging Assets
The Fund will not mortgage, pledge, or hypothecate any assets
except to secure permitted borrowings.  In those cases, it may
pledge assets having a market value not exceeding the lesser of
the dollar amounts borrowed or 15% of the value of total assets
of the Fund at the time of the pledge.
Lending Cash or Securities
The Fund will not lend any of its assets, except portfolio
securities.  This shall not prevent the Fund from purchasing or
holding bonds, debentures, notes, certificates of indebtedness or
other debt securities, entering into repurchase agreements or
engaging in other transactions where permitted by its investment
objective, policies, and limitations or Declaration of Trust.
Investing in Commodities
The Fund  will not purchase or sell commodities, commodity
contracts, or commodity futures contracts.
Investing in Real Estate
The Fund will not purchase or sell real estate, including limited
partnership interests, although it may invest in securities of
issuers whose business involves the purchase or sale of real
estate or in securities which are secured by real estate or
interests in real estate.
Underwriting
The Fund will not underwrite any issue of securities, except as
it may be deemed to be an underwriter under the Securities Act of
1933 in connection with the sale of securities in accordance with
its investment objective, policies, and limitations.
Concentration of Investments
The Fund will not invest 25% or more of the value of its total
assets in any one industry, except that the Fund may invest 25%
or more of the value of its total assets in cash, cash items, or
securities issued or guaranteed by the government of the United
States or its agencies, or instrumentalities and repurchase
agreements collateralized by such U.S. government securities.
Diversification of Investments
With respect to securities comprising 75% of the value of its
total assets, the Fund will not purchase securities of any one
issuer (other than cash, cash items, or securities issued or
guaranteed by the government of the United States or its agencies
or instrumentalities and repurchase agreements collateralized by
such U.S. government securities) if as a result more than 5% of
the value of its total assets would be invested in the securities
of that issuer, or if it would own more than 10% of the
outstanding voting securities of that issuer.
The above limitations cannot be changed without shareholder
approval.  The following investment limitations, however, may be
changed by the Trustees without shareholder approval.
Shareholders will be notified before any material change in these
limitations becomes effective.
Investing in Restricted Securities
The Fund will not invest in securities subject to restrictions on
resale under federal securities law.
Investing in Illiquid Securities
The Fund will not invest more than 10% of the value of its net
assets in illiquid securities.
Investing in Securities of Other Investment Companies
The Fund will not purchase securities of other investment
companies, except as part of a merger, consolidation, or other
acquisition.
Investing in New Issuers
The Fund will not invest more than 5% of the value of its total
assets in securities of issuers which have records of less than
three years of continuous operations, including the operation of
any predecessor.
Investing for Control
The Fund will not invest in securities of a company for the
purpose of exercising control or management.
Investing in Issuers Whose Securities are Owned by Officers of
the Trust
The Fund will not purchase or retain the securities of any issuer
if the Officers and Trustees of the Trust or the Fund's
investment adviser owning individually more than .50 of 1% of the
issuer's securities together own more than 5% of the issuer's
securities.
Investing in Options
The Fund will not invest in puts, calls, straddles, spreads, or
any combination of them.
Investing in Minerals
The Fund will not purchase or sell interests in oil, gas, or
other mineral exploration or development programs or leases,
although it may purchase the securities of issuers which invest
in or sponsor such programs.
For purposes of the above limitations, the Fund considers
certificates of deposit and demand and time deposits issued by a
U.S. branch of a domestic bank or savings and loan having
capital, surplus, and undivided profits in excess of $100,000,000
at the time of investment to be "cash items." Except with respect
to borrowing money, if a percentage limitation is adhered to at
the time of investment, a later increase or decrease in
percentage resulting from any change in value or net assets will
not result in a violation of such limitation.
The Fund did not borrow money or pledge securities in excess of
5% of the value of its net assets during the last fiscal year and
has no present intent to do so during the coming fiscal year.
Brokerage Transactions
When selecting brokers and dealers to handle the purchase and
sale of portfolio instruments, the adviser looks for prompt
execution of the order at a favorable price.  In working with
dealers, the adviser will generally use those who are recognized
dealers in specific portfolio instruments, except when a better
price and execution of the order can be obtained elsewhere.  The
adviser makes decisions on portfolio transactions and selects
brokers and dealers subject to guidelines established by the
Board of Trustees.  The adviser may select brokers and dealers
who offer brokerage and research services.  These services may be
furnished directly to the Fund or to the adviser and may include:
advice as to the advisability of investing in securities;
security analysis and reports; economic studies; industry
studies; receipt of quotations for portfolio evaluations; and
similar services.  Research services provided by brokers and
dealers may be used by the adviser or its affiliates in advising
the Trust and other accounts.  To the extent that receipt of
these services may supplant services for which the adviser or its
affiliates might otherwise have paid, it would tend to reduce
their expenses.  The adviser and its affiliates exercise
reasonable business judgment in selecting brokers who offer
brokerage and research services to execute securities
transactions.  They determine in good faith that commissions
charged by such persons are reasonable in relationship to the
value of the brokerage and research services provided.  During
the fiscal year(s) ended July 31, 1994, 1993, and 1992, the Fund
paid no brokerage commissions.
Although investment decisions for the Fund are made independently
from those of the other accounts managed by the adviser,
investments of the type the Fund may make may also be made by
those other accounts.  When the Fund and one or more other
accounts managed by the adviser are prepared to invest in, or
desire to dispose of, the same security, available investments or
opportunities for sales will be allocated in a manner believed by
the adviser to be equitable to each.  In some cases, this
procedure may adversely affect the price paid or received by the
Fund or the size of the position obtained or disposed of by the
Fund.  In other cases, however, it is believed that coordination
and the ability to participate in volume transactions will be to
the benefit of the Fund.
Money Market Obligations Trust Management
Officers and Trustees
Officers and Trustees are listed with their addresses, principal
occupations, and present positions.


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

Chairman and Trustee

Chairman  and Trustee, Federated Investors, Federated  Advisers,
Federated  Management,  and  Federated  Research;  Chairman  and
Director, Federated Research Corp.; Chairman, Passport Research,
Ltd.; Director, AEtna Life and Casualty Company; Chief Executive
Officer  and Director, Trustee, or Managing General  Partner  of
the Funds.  Mr. Donahue is the father of J. Christopher Donahue,
President and Trustee of the Trust.


Thomas G. Bigley
28th Floor, One Oxford Center
Pittsburgh, PA

Trustee

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


John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL

Trustee

President,  Investment  Properties  Corporation;  Senior   Vice-
President,   John  R.  Wood  and  Associates,  Inc.,   Realtors;
President, Northgate Village Development Corporation; Partner or
Trustee  in  private real estate ventures in Southwest  Florida;
Director,  Trustee, or Managing General Partner  of  the  Funds;
formerly, President, Naples Property Management, Inc.


William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA

Trustee

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


J. Christopher Donahue *
Federated Investors Tower
Pittsburgh, PA

President and Trustee

President  and Trustee, Federated Investors, Federated  Advisers,
Federated  Management,  and  Federated  Research;  President  and
Director, Federated Research Corp.; President, Passport Research,
Ltd.;   Trustee,  Federated  Administrative  Services,  Federated
Services  Company, and Federated Shareholder Services;  President
or  Vice  President of the Funds; Director, Trustee, or  Managing
General Partner of some of the Funds. Mr. Donahue is the  son  of
John F. Donahue, Chairman and Trustee of the Trust.


James E. Dowd
571 Hayward Mill Road
Concord, MA

Trustee

Attorney-at-law;  Director,  The  Emerging  Germany  Fund,  Inc.;
Director,  Trustee,  or Managing General Partner  of  the  Funds;
formerly, Director, Blue Cross of Massachusetts, Inc.


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

Trustee

Hematologist,   Oncologist,  and  Internist,   Presbyterian   and
Montefiore   Hospitals;  Professor  of  Medicine   and   Trustee,
University   of   Pittsburgh;  Director  of   Corporate   Health,
University  of Pittsburgh Medical Center; Director,  Trustee,  or
Managing General Partner of the Funds.


Edward L. Flaherty, Jr.@
5916 Penn Mall
Pittsburgh, PA

Trustee

Attorney-at-law;  Partner,  Meyer and Flaherty;  Director,  Eat'N
Park  Restaurants, Inc., and Statewide Settlement  Agency,  Inc.;
Director,  Trustee,  or Managing General Partner  of  the  Funds;
formerly, Counsel, Horizon Financial, F.A., Western Region.


Peter E. Madden
225 Franklin Street
Boston, MA

Trustee

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


Gregor F. Meyer
5916 Penn Mall
Pittsburgh, PA

Trustee

Attorney-at-law;   Partner,   Meyer   and   Flaherty;   Chairman,
Meritcare,   Inc.;   Director,  Eat'N  Park  Restaurants,   Inc.;
Director,  Trustee,  or Managing General Partner  of  the  Funds;
formerly, Vice Chairman, Horizon Financial, F.A.


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA

Trustee

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


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA

Trustee

Public  relations/marketing consultant;  Director,  Trustee,  or
Managing General Partner of the Funds.


Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA

Vice President

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


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA

Vice President and Treasurer

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


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA

Vice President and Secretary

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

*  This Trustee is deemed to be an "interested person" of the
 Trust as defined in the Investment Company Act of 1940, as
 amended.
@ Member of the Trust's  Executive Committee.  The Executive
 Committee of the Board of Trustees handles the responsibilities
 of the Board of Trustees  between meetings of the Board.
The Funds
As referred to in the list of Trustees and Officers, "Funds"
includes the following investment companies:  American Leaders
Fund, Inc.; Annuity Management Series; Arrow Funds; Automated
Cash Management Trust; Automated Government Money Trust;
California Municipal Cash Trust; Cash Trust Series II; Cash Trust
Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily
Passport Cash Trust; Federated ARMs Fund; Federated Exchange
Fund, Ltd.; Federated GNMA Trust; Federated Government Trust;
Federated Growth Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index
Trust; Federated Institutional Trust; Federated Intermediate
Government Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Intermediate Government Trust;  Federated
Short-Term U.S. Government Trust; Federated Stock Trust;
Federated Tax-Free Trust; Federated U.S. Government Bond Fund;
First Priority Funds; Fixed Income Securities, Inc.; Fortress
Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal
Income Fund, Inc.; Fortress Utility Fund, Inc.; Fund for U.S.
Government Securities, Inc.; Government Income Securities, Inc.;
High Yield Cash Trust; Insight Institutional Series, Inc.;
Insurance Management Series; Intermediate Municipal Trust;
International Series, Inc.; Investment Series Funds, Inc.;
Investment Series Trust; Liberty Equity Income Fund, Inc.;
Liberty High Income Bond Fund, Inc.; Liberty Municipal Securities
Fund, Inc.; Liberty U.S. Government Money Market Trust; Liberty
Term Trust, Inc. - 1999; Liberty Utility Fund, Inc.; Liquid Cash
Trust; Managed Series Trust; The Medalist Funds: Money Market
Management, Inc.; Money Market Obligations Trust; Money Market
Trust; Municipal Securities Income Trust; New York Municipal Cash
Trust; 111 Corcoran Funds; Peachtree Funds; The Planters Funds;
Portage Funds; RIMCO Monument Funds; The Shawmut Funds; Short-
Term Municipal Trust; Star Funds; The Starburst Funds; The
Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst Funds;
Targeted Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For Government
Cash Reserves; Trust for Short-Term U.S. Government Securities;
Trust for U.S. Treasury Obligations; World Investment Series,
Inc.
Fund Ownership
Officers and Trustees own less than 1% of the Fund's outstanding
shares.
As of October 28, 1994, the following shareholder(s) of record
owned 5% or more of the outstanding Institutional Shares of the
Fund:  Var & Co., St. Paul, Minnesota, owned approximately
177,488,327 shares (18.31%); First New Hampshire Investment
Services, Concord, New Hampshire, owned approximately 121,170,397
shares (12.50%); Com II, Jersey City, New Jersey, owned
approximately 89,297,578 shares (9.21%); Mertru and Company,
Muncie, Indiana, owned approximately 80,748,789 shares (8.33%);
Misco, Jackson, Mississippi, owned approximately 56,128,194
shares (5.79%); Parcol & Co., Akron, Ohio, owned approximately
55,367,245 shares (5.71%); and Edrayco, Gainesville, Georgia,
owned approximately 51,924,937 shares (5.36%).
As of October 28, 1994, the following shareholder(s) of record
owned 5% or more of the outstanding Institutional Service Shares
of the Fund:  The City of Birmingham Board of Education-General
Fund, Birmingham, Alabama, owned approximately 3,000,000 shares
(52.71%); Southwest Snapple, Inc., Dallas, Texas, owned
approximately 755,782 shares (13.28%); McQueary & Henry, Dallas,
Texas, owned approximately 600,000 shares (10.54%); and
Professional Liability Insurance Services Inc., Austin, Texas,
owned approximately 349,860 shares (6.15%).
Trustee Liability
The Declaration of Trust provides that the Trustees will not be
liable for errors of judgment or mistakes or fact or law.
However, they are not protected against any liability to which
they would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of their office.
Investment Advisory Services
Investment Adviser
The Fund's investment adviser is Federated Management.  It is a
subsidiary of Federated Investors.  All the voting securities of
Federated Investors are owned by a trust, the trustees of which
are John F. Donahue, his wife and his son, J. Christopher
Donahue.
The adviser shall not be liable to Trust, the Fund, or any
shareholder of the Fund for any losses that may be sustained in
the purchase, holding, or sale of any security or for anything
done or omitted by it, except acts or omissions involving willful
misfeasance, bad faith, gross negligence, or reckless disregard
of the duties imposed upon it by its contract with Trust.
Advisory Fees
For its advisory services, Federated Management receives an
annual investment advisory fee as described in the prospectus.
For the fiscal years ended July 31, 1994, 1993, and 1992, the
adviser earned $1,348,444, $1,343,686, and $910,523,
respectively, of which $990,717, $768,184, and $552,320,
respectively, were voluntarily waived.
  State Expense Limitations
     The adviser has undertaken to comply with the expense
     limitations established by certain states for investment
     companies whose shares are registered for sale in those
     states.  If the Fund's normal operating expenses (including
     the investment advisory fee, but not including brokerage
     commissions, interest, taxes, and extraordinary expenses)
     exceed 2-1/2% per year of the first $30 million of average
     net assets, 2% per year of the next $70 million of average
     net assets, and 1-1/2% per year of the remaining average net
     assets, the adviser will reimburse the Fund for its expenses
     over the limitation.
     If the Fund's monthly projected operating expenses exceed
     this limitation, the investment advisory fee paid will be
     reduced by the amount of the excess, subject to an annual
     adjustment.  If the expense limitation is exceeded, the
     amount to be reimbursed by the adviser will be limited, in
     any single fiscal year, by the amount of the investment
     advisory fees.
     This arrangement is not part of the advisory contract and
     may be amended or rescinded in the future.
Fund Administration
Administrative Services
Federated Administrative Services, a subsidiary of Federated
Investors, provides administrative personnel and services to the
Fund for a fee as described in the prospectus.  Prior to March 1,
1994, Federated Administrative Services, Inc., also a subsidiary
of Federated Investors, served as the Fund's administrator.  (For
purposes of this Statement of Additional Information, Federated
Administrative Services and Federated Administrative Services,
Inc., may hereinafter collectively be referred to as the
"Administrators.")  For the fiscal year ended July 31, 1994, the
Administrators collectively earned $483,421.  For the fiscal
years ended July 31, 1993 and 1992, Federated Administrative
Services, Inc., earned $377,706 and $274,492, respectively.  Dr.
Henry J. Gailliot, an officer of Federated Management, the
adviser to the Fund, holds approximately  20% of the outstanding
common stock and serves as a director of Commercial Data
Services, Inc., a company which provides computer processing
services to Federated Administrative Services, Inc. and Federated
Administrative Services.
Custodian
State Street Bank and Trust Company, Boston, MA, is custodian for
the securities and cash of the Fund.
Transfer Agent and Portfolio Recordkeeper
Federated  Services Company, Pittsburgh, PA, serves  as  transfer
agent  and dividend disbursing agent for the Fund.  The fee  paid
to  the transfer agent is based upon the size, type and number of
accounts and transactions made by shareholders.
Federated  Services Company also maintains the Trust's accounting
records.   The fee paid for this service is based upon the  level
of  the  Fund's  average net assets for the period  plus  out-of-
pocket expenses.
Shareholder Services Plan
This arrangement permits the payment of fees to Federated
Shareholder Services and, indirectly to financial institutions to
cause services to be provided to shareholders by a representative
who has knowledge of the shareholder's particular circumstances
and goals.  These activities and services may include, but are
not limited to, 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.
For the period from July 5, 1994 (date of initial public
offering), to July 31, 1994, no payments were made pursuant to
the Shareholder Services Plan on behalf of the Institutional
Service Shares.  In addition, for the period from March 1, 1994
through July 5, 1994, payments in the amount of $118,603 were
made on behalf of the Institutional Shares.
Determining Net Asset Value
The Trustees have decided that the best method for determining
the value of portfolio instruments is amortized cost. Under this
method, portfolio instruments are valued at the acquisition cost
as adjusted for amortization of premium or accumulation of
discount rather than at current market value. Accordingly,
neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the
portfolio. In periods of declining interest rates, the indicated
daily yield on shares of the Fund computed by dividing the
annualized daily income on the Fund's portfolio by the net asset
value computed as above may tend to be higher than a similar
computation made by using a method of valuation based upon market
prices and estimates. In periods of rising interest rates, the
opposite may be true.
The Fund's use of the amortized cost method of valuing portfolio
instruments depends on its compliance with certain conditions in
Rule 2a-7 (the "Rule") promulgated by the Securities and Exchange
Commission under the Investment Company Act of 1940. Under the
Rule, the Trustees must establish procedures reasonably designed
to stabilize the net asset value per share, as computed for
purposes of distribution and redemption, at $1.00 per share,
taking into account current market conditions and the Fund's
investment objective. The procedures include monitoring the
relationship between the amortized cost value per share and the
net asset value per share based upon available indications of
market value. The Trustees will decide what, if any, steps should
be taken if there is a difference of more than 0.5 of 1% between
the two values. The Trustees will take any steps they consider
appropriate (such as redemption in kind or shortening the average
portfolio maturity) to minimize any material dilution or other
unfair results arising from differences between the two methods
of determining net asset value.
Redemption in Kind
The Fund is obligated to redeem shares solely in cash up to
$250,000 or 1% of the Fund's net asset value, whichever is less,
for any one shareholder within a 90-day period.  Any redemption
beyond this amount will also be in cash unless the Trustees
determine that further payments should be in kind.  In such
cases, the Fund will pay all or a portion of the remainder of the
redemption in portfolio instruments valued in the same way as the
Fund determines net asset value. The portfolio instruments will
be selected in a manner that the Trustees deem fair and
equitable.  Redemption in kind is not as liquid as a cash
redemption.  If redemption is made in kind, shareholders who sell
these securities could receive less than the redemption value and
could incur certain transaction costs.
The Fund's Tax Status
To qualify for the special tax treatment afforded to regulated
investment companies, the Fund must, among other  requirements:
derive at least 90% of its gross income from dividends, interest,
and gains from the sale of securities; derive less than 30% of
its gross income from the sale of securities held less than three
months; invest in securities within certain statutory limits; and
distribute to its shareholders at least 90% of its net income
earned during the year.
Performance Information
Performance depends upon such variables as: portfolio quality;
average portfolio maturity; type of instruments in which the
portfolio is invested; changes in interest rates; changes in
expenses; and the relative amount of cash flow. To the extent
that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an
investment in shares of the Fund, the performance will be reduced
for those shareholders paying those fees.
Yield
The yield is calculated based upon the seven days ending on the
day of the calculation, called the "base period." This yield is
computed by: determining the net change in the value of a
hypothetical account with a balance of one share at the beginning
of the base period, with the net change excluding capital changes
but including the value of any additional shares purchased with
dividends earned from the original one share and all dividends
declared on the original and any purchased shares; dividing the
net change in the account's value by the value of the account at
the beginning of the base period to determine the base period
return; and multiplying the base period return by 365/7.
For the seven-day period ended July 31, 1994, the yield for
Institutional Shares was 4.19%.  The yield for Institutional
Service Shares was 3.97% at August 1, 1994 (date of intial public
investment).
Effective Yield
The effective yield is calculated by compounding the unannualized
base period return by: adding 1 to the base period return;
raising the sum to the 365/7th power; and subtracting 1 from the
result.
For the seven-day period ended July 31, 1994, the effective yield
for Institutional Shares was 4.27%.  The effective yield for
Institutional Service Shares was 4.05% at August 1, 1994 (date of
initial public investment).
Total Return
Average annual total return is the average compounded rate of
return for a given period that would equate a $1,000 initial
investment to the ending redeemable value of that investment.
The ending redeemable value is compounded by multiplying the
number of shares owned at the end of the period by the net asset
value per share at the end of the period.  The number of shares
owned at the end of the period is based on the number of shares
purchased at the beginnning of the period with $1,000, adjusted
over the period by any additional shares, assuming the monthly
reinvestment of all dividends and distributions.
Cumulative total return reflects the total performance over a
specific period of time.  For the period from July 5, 1994 (date
of initial public offering) through July 31, 1994, the cumulative
total return for Institutional Service Shares was 0.29%.  This
total return is representative of less than one  month of
activity since the date of initial public offering.
Prior to the creation of separate classes of shares, for the one-
year period ended July 31, 1994, and for the period from March
30, 1990 (start of performance) through July 31, 1994, the
average annual total returns were 3.41% and 4.92%, respectively,
for Institutional Shares.
Performance Comparisons
Investors may use financial publications and/or indices to obtain
a more complete view of the Fund's performance. When comparing
performance, investors should consider all relevant factors such
as the composition of any index used, prevailing market
conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute net asset value.
The financial publications and/or indices which the Fund uses in
advertising may include:
   oLipper 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.
   oDonoghue'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.
   oMoney, a monthly magazine, regularly ranks money market
     funds in various categories based on the latest available
     seven-day effective yield.
   oSalomon 30-Day CD Index compares rate levels of 30-day
     certificates of deposit from the top ten prime
     representative banks.
   oSalomon 30-Day Treasury Bill Index is a weekly quote of the
     most representative yields for selected securities, issued
     by the U.S. Treasury, maturing in 30 days.
   oDiscount Corporation of New York 30-Day Federal Agencies  is
     a weekly quote of the average daily offering price for
     selected federal agency issues maturing in 30 days.
Financial Statements
The financial statements for the fiscal year ended July 31, 1994,
are incorporated herein by reference to the Fund's Annual Report
dated July 31, 1994 (File No. 811-5950).  A copy of the Annual
Report may be obtained without charge by contacting the Fund at
the address located on the back cover of the prospectus.
























60934N104
60934N807
9110204B (11/94)
                                
                                
                                
                    Tax-Free Obligations Fund
                                
         (A Portfolio of Money Market Obligations Trust)
                      Institutional Shares
                  Institutional Service Shares
               Statement of Additional Information
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
   This Statement of Additional Information should be read with
   the prospectus(es) of Tax-Free Obligations Fund (the
   "Fund"), a portfolio of Money Market Obligations Trust (the
   "Trust"),  dated November 30, 1994.  This Statement is not a
   prospectus.  To receive a copy of a prospectus, write or
   call the Fund.
   
   Federated Investors Tower
   Pittsburgh, Pennsylvania 15222-3779
   
                Statement dated November 30, 1994
                                
   
Federated Securities
Corp.
Distributor
A subsidiary of Federated Investors
Investment Policies          1
 Acceptable Investments     1
 Participation Interests    1
 Municipal Leases           1
 When-Issued and Delayed
  Delivery Transactions     1
 Repurchase Agreements      1
Investment Limitations       2
Brokerage Transactions       4
Money Market Obligations
Trust Management             4
 Officers and Trustees      4
 The Funds                  7
 Fund Ownership             8
 Trustee Liability          8
Investment Advisory
Services                     8
 Investment Adviser         8
 Advisory Fees              8
Fund Administration          9
 Administrative Services    9
 Custodian                  9
 Transfer Agent and Portfolio
  Recordkeeper              9
Determining Net Asset
Value                        9
Redemption in Kind          10
The Fund's Tax Status       10
Performance Information     10
 Yield                     10
 Effective Yield           10
 Tax-Equivalent Yield      10
 Tax-Equivalency Table     10
 Total Return              11
 Performance Comparisons   11
Financial Statements        12
Appendix                    13

Investment Policies
Unless indicated otherwise, the policies described below may be
changed by the Trustees without shareholder approval.
Shareholders will be notified before any material change in these
policies becomes effective.
Acceptable Investments
When determining whether a municipal security presents minimal
credit risks, the investment adviser will consider the
creditworthiness of: the issuer of a municipal security, the
issuer of a demand feature if the Fund has the unconditional
right to demand payment for the municipal security, or any
guarantor of payment by either of those issuers.
Participation Interests
The financial institutions from which the Fund purchases
participation interests frequently provide or secure from another
financial institution irrevocable letters of credit or guarantees
and give the Fund the right to demand payment of the principal
amounts of the participation interests plus accrued interest on
short notice (usually within seven days). The municipal
securities subject to the participation interests are not limited
to the Fund's maximum maturity requirements so long as the
participation interests include the right to demand payment from
the issuers of those interests. By purchasing participation
interests having a seven-day demand feature, the Fund is buying a
security meeting the maturity and quality requirements of the
Fund and also is receiving the tax-free benefits of the
underlying securities.
Municipal Leases
The Fund may purchase municipal securities in the form of
participation interests that represent an undivided proportional
interest in lease payments by a governmental or nonprofit entity.
The lease payments and other rights under the lease provide for
and secure payments on the certificates. Lease obligations may be
limited by municipal charter or the nature of the appropriation
for the lease. Furthermore, a lease may provide that the
participants cannot accelerate lease obligations upon default.
The participants would only be able to enforce lease payments as
they became due. In the event of a default or failure of
appropriation, unless the participation interests are credit
enhanced, it is unlikely that the participants would be able to
obtain an acceptable substitute source of payment.
In determining the liquidity of municipal lease securities, the
investment adviser, under the authority delegated by the Board of
Trustees, will base its determination on the following factors:
whether the lease can be terminated by the lessee; the potential
recovery, if any, from a sale of the leased property upon
termination of the lease; the lessee's general credit strength
(e.g., its debt, administrative, economic and financial
characteristics and prospects); the likelihood that the lessee
will discontinue appropriating funding for the leased property
because the property is no longer deemed essential to its
operations (e.g., the potential for an "event of non-
appropriation"); and any credit enhancement or legal recourse
provided upon an event of non-appropriation or other termination
of the lease.
When-Issued and Delayed Delivery Transactions
These transactions are made to secure what is considered to be an
advantageous price or yield for the Fund.  No fees or other
expenses, other than normal transaction costs, are incurred.
However, liquid assets of the Fund sufficient to make payment for
the securities to be purchased are segregated on the Fund's
records at the trade date.  These assets are marked to market
daily and are maintained until the transaction has been settled.
The Fund does not intend to engage in when-issued and delayed
delivery transactions to an extent that would cause the
segregation of more than 20% of the total value of its assets.
Repurchase Agreements
Certain securities in which the Fund invests may be purchased
pursuant to repurchase agreements. Repurchase agreements are
arrangements in which banks, 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.
Investment Limitations
Selling Short and Buying on Margin
The Fund will not sell any securities short or purchase any
securities on margin but may obtain such short-term credits as
may be necessary for clearance of transactions.
Issuing Senior Securities and Borrowing Money
The Fund will not issue senior securities except that the Fund
may borrow money in amounts up to one-third of the value of its
total assets, including the amounts borrowed.
The Fund will not borrow money for investment leverage, but
rather as a temporary, extraordinary, or emergency measure or to
facilitate management of the portfolio by enabling the Fund to
meet redemption requests when the liquidation of portfolio
securities is deemed to be inconvenient or disadvantageous.  The
Fund will not purchase any securities while borrowings in excess
of 5% of the value of its total assets are outstanding.
Pledging Assets
The Fund will not mortgage, pledge, or hypothecate any assets
except to secure permitted borrowings.  In those cases, it may
pledge assets having a market value not exceeding the lesser of
the dollar amounts borrowed or 15% of the value of total assets
of the Fund at the time of the pledge.
Lending Cash or Securities
The Fund will not lend any of its assets.  This shall not prevent
the Fund from purchasing or holding bonds, debentures, notes,
certificates of indebtedness or other debt securities or engaging
in other transactions where permitted by its investment
objective, policies, and limitations or Declaration of Trust.
Investing in Commodities
The Fund  will not purchase or sell commodities, commodity
contracts, or commodity futures contracts.
Investing in Real Estate
The Fund will not purchase or sell real estate, 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.  The Fund may invest, as
temporary investments, 25% or more of the value of its total
assets in cash or cash items, securities issued or guaranteed by
the U.S. government, its agencies or instrumentalities or
instruments secured by these money market instruments, such as
repurchase agreements.
The Fund does not intend to purchase securities that would
increase the percentage of its assets invested in the securities
of governmental subdivisions located in any one state, territory,
or U.S. possession to 25% or more.  However, the Fund may invest
25% or more of the value of its assets in tax-exempt project
notes guaranteed by the U.S. government, regardless of the
location of the issuing municipality.
If the value of Fund assets invested in the securities of a
governmental subdivision changes because of changing values, the
Fund will not be required to make any reduction in its holdings.
Diversification of Investments
With respect to 75% of the value of its total assets, the Fund
will not purchase securities issued by any one issuer (other than
cash, cash items, or securities issued or guaranteed by the
government of the United States or its agencies or
instrumentalities and repurchase agreements collateralized by
such securities) if, as a result, more than 5% of the value of
its total assets would be invested in the securities of that
issuer.
Under this limitation, each governmental subdivision, including
states and the District of Columbia, territories, possessions of
the United States, or their political subdivisions, agencies,
authorities, instrumentalities, or similar entities, will be
considered a separate issuer if its assets and revenues are
separate from those of the governmental body creating it and the
security is backed only by its own assets and revenues.
Industrial development bonds, backed only by the assets and
revenues of a nongovernmental user, are considered to be issued
solely by that user.  If in the case of an industrial development
bond or governmental-issued security, a governmental or other
entity guarantees the security, such guarantee would be
considered a separate security issued by the guarantor as well as
the other issuer, subject to limited exclusions allowed by the
Investment Company Act of 1940.
Investing in Restricted Securities
The Fund will not invest more than 10% of the value of its net
assets in securities which are subject to legal or contractual
restrictions on resale.
The above limitations cannot be changed without shareholder
approval.  The following investment limitations, however, may be
changed by the Trustees without shareholder approval.
Shareholders will be notified before any material change in these
limitations becomes effective.
Investing in Illiquid Securities
The Fund will not invest more than 10% of the value of its net
assets in illiquid securities.
Investing in Securities of Other Investment Companies
The Fund will not purchase securities of other investment
companies, except as part of a merger, consolidation, or other
acquisition.
Investing in New Issuers
The Fund will not invest more than 5% of the value of its total
assets in securities of issuers (including companies responsible
for paying principal and interest on industrial development
bonds) which have records of less than three years of continuous
operations, including the operation of any predecessor.
Investing for Control
The Fund will not invest in securities of a company for the
purpose of exercising control or management.
Investing in Issuers Whose Securities are Owned by Officers of
the Trust
The Fund will not purchase or retain the securities of any issuer
if the Officers and Trustees of the Trust or the Fund's
investment adviser owning individually more than .50 of 1% of the
issuer's securities together own more than 5% of the issuer's
securities.
Investing in Options
The Fund will not invest in puts, calls, straddles, spreads, or
any combination of them.
Investing in Minerals
The Fund will not purchase or sell interests in oil, gas, or
other mineral exploration or development programs or leases,
although it may purchase the securities of issuers which invest
in or sponsor such programs.
For purposes of the above limitations, the Fund considers
certificates of deposit and demand and time deposits issued by a
U.S. branch of a domestic bank or savings and loan having
capital, surplus, and undivided profits in excess of $100,000,000
at the time of investment to be "cash items."  Except with
respect to borrowing money, if a percentage limitation is adhered
to at the time of investment, a later increase or decrease in
percentage resulting from any change in value or net assets will
not result in a violation of such limitation.
The Fund did not borrow money or pledge securities in excess of
5% of the value of its net assets during the last fiscal year and
has no present intent to do so during the coming fiscal year.
Brokerage Transactions
When selecting brokers and dealers to handle the purchase and
sale of portfolio instruments, the adviser looks for prompt
execution of the order at a favorable price.  In working with
dealers, the adviser will generally use those who are recognized
dealers in specific portfolio instruments, except when a better
price and execution of the order can be obtained elsewhere.  The
adviser makes decisions on portfolio transactions and selects
brokers and dealers subject to guidelines established by the
Board of Trustees.  The adviser may select brokers and dealers
who offer brokerage and research services.  These services may be
furnished directly to the Fund or to the adviser and may include:
advice as to the advisability of investing in securities;
security analysis and reports; economic studies; industry
studies; receipt of quotations for portfolio evaluations; and
similar services.  Research services provided by brokers and
dealers may be used by the adviser or its affiliates in advising
the Trust and other accounts.  To the extent that receipt of
these services may supplant services for which the adviser or its
affiliates might otherwise have paid, it would tend to reduce
their expenses.  The adviser and its affiliates exercise
reasonable business judgment in selecting brokers who offer
brokerage and research services to execute securities
transactions.  They determine in good faith that commissions
charged by such persons are reasonable in relationship to the
value of the brokerage and research services provided.  During
the fiscal year(s) ended July 31, 1994, 1993, and 1992 the Fund
paid no brokerage commissions.
Although investment decisions for the Fund are made independently
from those of the other accounts managed by the adviser,
investments of the type the Fund may make may also be made by
those other accounts.  When the Fund and one or more other
accounts managed by the adviser are prepared to invest in, or
desire to dispose of, the same security, available investments or
opportunities for sales will be allocated in a manner believed by
the adviser to be equitable to each.  In some cases, this
procedure may adversely affect the price paid or received by the
Fund or the size of the position obtained or disposed of by the
Fund.  In other cases, however, it is believed that coordination
and the ability to participate in volume transactions will be to
the benefit of the Fund.
Money Market Obligations Trust Management
Officers and Trustees
Officers and Trustees are listed with their addresses, principal
occupations, and present positions.


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

Chairman and Trustee

Chairman  and Trustee, Federated Investors, Federated  Advisers,
Federated  Management,  and  Federated  Research;  Chairman  and
Director, Federated Research Corp.; Chairman, Passport Research,
Ltd.; Director, AEtna Life and Casualty Company; Chief Executive
Officer  and Director, Trustee, or Managing General  Partner  of
the Funds.  Mr. Donahue is the father of J. Christopher Donahue,
President and Trustee of the Trust.


Thomas G. Bigley
28th Floor, One Oxford Center
Pittsburgh, PA

Trustee

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


John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL

Trustee

President,  Investment  Properties  Corporation;  Senior   Vice-
President,   John  R.  Wood  and  Associates,  Inc.,   Realtors;
President, Northgate Village Development Corporation; Partner or
Trustee  in  private real estate ventures in Southwest  Florida;
Director,  Trustee, or Managing General Partner  of  the  Funds;
formerly, President, Naples Property Management, Inc.


William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA

Trustee

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


J. Christopher Donahue *
Federated Investors Tower
Pittsburgh, PA

President and Trustee

President  and Trustee, Federated Investors, Federated  Advisers,
Federated  Management,  and  Federated  Research;  President  and
Director, Federated Research Corp.; President, Passport Research,
Ltd.;   Trustee,  Federated  Administrative  Services,  Federated
Services  Company, and Federated Shareholder Services;  President
or  Vice  President of the Funds; Director, Trustee, or  Managing
General Partner of some of the Funds. Mr. Donahue is the  son  of
John F. Donahue, Chairman and Trustee of the Trust.


James E. Dowd
571 Hayward Mill Road
Concord, MA

Trustee

Attorney-at-law;  Director,  The  Emerging  Germany  Fund,  Inc.;
Director,  Trustee,  or Managing General Partner  of  the  Funds;
formerly, Director, Blue Cross of Massachusetts, Inc.


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

Trustee

Hematologist,   Oncologist,  and  Internist,   Presbyterian   and
Montefiore   Hospitals;  Professor  of  Medicine   and   Trustee,
University   of   Pittsburgh;  Director  of   Corporate   Health,
University  of Pittsburgh Medical Center; Director,  Trustee,  or
Managing General Partner of the Funds.


Edward L. Flaherty, Jr.@
5916 Penn Mall
Pittsburgh, PA

Trustee

Attorney-at-law;  Partner,  Meyer and Flaherty;  Director,  Eat'N
Park  Restaurants, Inc., and Statewide Settlement  Agency,  Inc.;
Director,  Trustee,  or Managing General Partner  of  the  Funds;
formerly, Counsel, Horizon Financial, F.A., Western Region.


Peter E. Madden
225 Franklin Street
Boston, MA

Trustee

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


Gregor F. Meyer
5916 Penn Mall
Pittsburgh, PA

Trustee

Attorney-at-law;   Partner,   Meyer   and   Flaherty;   Chairman,
Meritcare,   Inc.;   Director,  Eat'N  Park  Restaurants,   Inc.;
Director,  Trustee,  or Managing General Partner  of  the  Funds;
formerly, Vice Chairman, Horizon Financial, F.A.


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA

Trustee

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


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA

Trustee

Public  relations/marketing consultant;  Director,  Trustee,  or
Managing General Partner of the Funds.


Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA

Vice President

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


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA

Vice President and Treasurer

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


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA

Vice President and Secretary

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

*                   This Trustee is deemed to be an "interested
 person" of the Trust as defined in the Investment Company Act
 of 1940, as amended.
@                   Member of the Trust's  Executive Committee.
 The Executive Committee of the Board of Trustees handles the
 responsibilities of the Board of Trustees  between meetings of
 the Board.
The Funds
As referred to in the list of Trustees and Officers, "Funds"
includes the following investment companies:  American Leaders
Fund, Inc.; Annuity Management Series; Arrow Funds; Automated
Cash Management Trust; Automated Government Money Trust;
California Municipal Cash Trust; Cash Trust Series II; Cash Trust
Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily
Passport Cash Trust; Federated ARMs Fund; Federated Exchange
Fund, Ltd.; Federated GNMA Trust; Federated Government Trust;
Federated Growth Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index
Trust; Federated Institutional Trust; Federated Intermediate
Government Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Intermediate Government Trust;  Federated
Short-Term U.S. Government Trust; Federated Stock Trust;
Federated Tax-Free Trust; Federated U.S. Government Bond Fund;
First Priority Funds; Fixed Income Securities, Inc.; Fortress
Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal
Income Fund, Inc.; Fortress Utility Fund, Inc.; Fund for U.S.
Government Securities, Inc.; Government Income Securities, Inc.;
High Yield Cash Trust; Insight Institutional Series, Inc.;
Insurance Management Series; Intermediate Municipal Trust;
International Series, Inc.; Investment Series Funds, Inc.;
Investment Series Trust; Liberty Equity Income Fund, Inc.;
Liberty High Income Bond Fund, Inc.; Liberty Municipal Securities
Fund, Inc.; Liberty U.S. Government Money Market Trust; Liberty
Term Trust, Inc. - 1999; Liberty Utility Fund, Inc.; Liquid Cash
Trust; Managed Series Trust; The Medalist Funds: Money Market
Management, Inc.; Money Market Obligations Trust; Money Market
Trust; Municipal Securities Income Trust; New York Municipal Cash
Trust; 111 Corcoran Funds; Peachtree Funds; The Planters Funds;
Portage Funds; RIMCO Monument Funds; The Shawmut Funds; Short-
Term Municipal Trust; Star Funds; The Starburst Funds; The
Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst Funds;
Targeted Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For Government
Cash Reserves; Trust for Short-Term U.S. Government Securities;
Trust for U.S. Treasury Obligations; World Investment Series,
Inc.
Fund Ownership
Officers and Trustees own less than 1% of the Fund's outstanding
shares.
As of October 28, 1994, the following shareholder(s) of record
owned 5% or more of the outstanding Institutional Shares of the
Fund:  Com II, Jersey City, New Jersey, owned approximately
43,176,544 shares (5.41%); Boatmen's Trust Company, St. Louis,
Missouri, owned approximately 61,741,865 shares (7.73%); First
Union National Bank, Charlotte, North Carolina, owned
approximately 208,016,988 shares (26.05%); and Var & Co., St.
Paul, Minnesota, owned approximately 188,540,605 shares (23.61%).
As of October 28, 1994, the following shareholder(s) of record
owned 5% or more of the outstanding Institutional Service Shares
of the Fund:  Naidot & Co., Woodbridge, New Jersey, owned
approximately 54,843,700 shares (60.71%) and Morand & Company,
Chicago, Illinois, owned approximately 30,315,155 shares
(33.56%).
Trustee Liability
The Declaration of Trust provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law.
However, they are not protected against any liability to which
they would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of their office.
Investment Advisory Services
Investment Adviser
The Fund's investment adviser is Federated Management.  It is a
subsidiary of Federated Investors.  All the voting securities of
Federated Investors are owned by a trust, the trustees of which
are John F. Donahue, his wife and his son, J. Christopher
Donahue.
The adviser shall not be liable to Trust, the Fund, or any
shareholder of the Fund for any losses that may be sustained in
the purchase, holding, or sale of any security or for anything
done or omitted by it, except acts or omissions involving willful
misfeasance, bad faith, gross negligence, or reckless disregard
of the duties imposed upon it by its contract with the Trust.
Advisory Fees
For its advisory services, Federated Management receives an
annual investment advisory fee as described in the prospectus.
For the fiscal years ended July 31, 1994, 1993, and 1992, the
adviser earned $1,392,414, $820,734, and $469,718, respectively,
of which $1,014,059, $582,656, and $402,871, respectively, were
voluntarily waived.
  State Expense Limitations
     The adviser has undertaken to comply with the expense
     limitations established by certain states for investment
     companies whose shares are registered for sale in those
     states.  If the Fund's normal operating expenses (including
     the investment advisory fee, but not including brokerage
     commissions, interest, taxes, and extraordinary expenses)
     exceed 2-1/2% per year of the first $30 million of average
     net assets, 2% per year of the next $70 million of average
     net assets, and 1-1/2% per year of the remaining average net
     assets, the adviser will reimburse the Fund for its expenses
     over the limitation.
     If the Fund's monthly projected operating expenses exceed
     this limitation, the investment advisory fee paid will be
     reduced by the amount of the excess, subject to an annual
     adjustment.  If the expense limitation is exceeded, the
     amount to be reimbursed by the adviser will be limited, in
     any single fiscal year, by the amount of the investment
     advisory fees.
     This arrangement is not part of the advisory contract and
     may be amended or rescinded in the future.
Fund Administration
Administrative Services
Federated Administrative Services, a subsidiary of Federated
Investors, provides administrative personnel and services to the
Fund for a fee as described in the prospectus.  Prior to March 1,
1994, Federated Administrative Services, Inc., also a subsidiary
of Federated Investors, served as the Fund's administrator.  (For
purposes of this Statement of Additional Information, Federated
Administrative Services and Federated Administrative Services,
Inc., may hereinafter collectively be referred to as the
"Administrators.")  For the fiscal year ended July 31, 1994, the
Administrators collectively earned $493,607.  For the fiscal
years ended July 31, 1993 and 1992, Federated Administrative
Services, Inc., earned $284,326 and $210,978, respectively.  Dr.
Henry J. Gailliot, an officer of Federated Management, the
adviser to the Fund, holds approximately  20% of the outstanding
common stock and serves as a director of Commercial Data
Services, Inc., a company which provides computer processing
services to Federated Administrative Services, Inc. and Federated
Administrative Services.
Custodian
State Street Bank and Trust Company, Boston, MA, is custodian for
the securities and cash of the Fund.
Transfer Agent and Portfolio Recordkeeper
Federated  Services Company, Pittsburgh, PA, serves  as  transfer
agent  and dividend disbursing agent for the Fund.  The fee  paid
to  the transfer agent is based upon the size, type and number of
accounts and transactions made by shareholders.
Federated  Services Company also maintains the Trust's accounting
records.   The fee paid for this service is based upon the  level
of  the  Fund's  average net assets for the period  plus  out-of-
pocket expenses.
Shareholder Services Plan
This arrangement permits the payment of fees to Federated
Shareholder Services and, indirectly to financial institutions to
cause services to be provided to shareholders by a representative
who has knowledge of the shareholder's particular circumstances
and goals.  These activities and services may include, but are
not limited to, 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.
For the period from July 5, 1994 (date of initial public
offering), to July 31, 1994, payments in the amount of $1,491
were made pursuant to the Shareholder Services Plan on behalf of
the Institutional Service Shares.  In addition, for the period
from March 1, 1994 through July 5, 1994, payments in the amount
of $129,351 were made on behalf of the Institutional Shares.
Determining Net Asset Value
The Trustees have decided that the best method for determining
the value of portfolio instruments is amortized cost. Under this
method, portfolio instruments are valued at the acquisition cost
as adjusted for amortization of premium or accumulation of
discount rather than at current market value. Accordingly,
neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the
portfolio. In periods of declining interest rates, the indicated
daily yield on shares of the Fund computed by dividing the
annualized daily income on the Fund's portfolio by the net asset
value computed as above may tend to be higher than a similar
computation made by using a method of valuation based upon market
prices and estimates. In periods of rising interest rates, the
opposite may be true.
The Fund's use of the amortized cost method of valuing portfolio
instruments depends on its compliance with certain conditions in
Rule 2a-7 (the "Rule") promulgated by the Securities and Exchange
Commission under the Investment Company Act of 1940. Under the
Rule, the Trustees must establish procedures reasonably designed
to stabilize the net asset value per share, as computed for
purposes of distribution and redemption, at $1.00 per share,
taking into account current market conditions and the Fund's
investment objective. The procedures include monitoring the
relationship between the amortized cost value per share and the
net asset value per share based upon available indications of
market value. The Trustees will decide what, if any, steps should
be taken if there is a difference of more than 0.5 of 1% between
the two values. The Trustees will take any steps they consider
appropriate (such as redemption in kind or shortening the average
portfolio maturity) to minimize any material dilution or other
unfair results arising from differences between the two methods
of determining net asset value.
Redemption in Kind
The Fund is obligated to redeem shares solely in cash up to
$250,000 or 1% of the Fund's net asset value, whichever is less,
for any one shareholder within a 90-day period.  Any redemption
beyond this amount will also be in cash unless the Trustees
determine that further payments should be in kind.  In such
cases, the Fund will pay all or a portion of the remainder of the
redemption in portfolio instruments valued in the same way as the
Fund determines net asset value. The portfolio instruments will
be selected in a manner that the Trustees deem fair and
equitable.  Redemption in kind is not as liquid as a cash
redemption.  If redemption is made in kind, shareholders who sell
these securities could receive less than the redemption value and
could incur certain transaction costs.
The Fund's Tax Status
To qualify for the special tax treatment afforded to regulated
investment companies, the Fund must, among other  requirements:
derive at least 90% of its gross income from dividends, interest,
and gains from the sale of securities; derive less than 30% of
its gross income from the sale of securities held less than three
months; invest in securities within certain statutory limits; and
distribute to its shareholders at least 90% of its net income
earned during the year.
Performance Information
Performance depends upon such variables as: portfolio quality;
average portfolio maturity; type of instruments in which the
portfolio is invested; changes in interest rates; changes in
expenses; and the relative amount of cash flow. To the extent
that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an
investment in shares of the Fund, the performance will be reduced
for those shareholders paying those fees.
Yield
The yield is calculated based upon the seven days ending on the
day of the calculation, called the "base period." This yield is
computed by: determining the net change in the value of a
hypothetical account with a balance of one share at the beginning
of the base period, with the net change excluding capital changes
but including the value of any additional shares purchased with
dividends earned from the original one share and all dividends
declared on the original and any purchased shares; dividing the
net change in the account's value by the value of the account at
the beginning of the base period to determine the base period
return; and multiplying the base period return by 365/7.
For the seven-day period ended July 31, 1994, the yield for
Institutional Shares was 2.84% and Institutional Service Shares
was 2.62%.
Effective Yield
The effective yield is calculated by compounding the unannualized
base period return by: adding 1 to the base period return;
raising the sum to the 365/7th power; and subtracting 1 from the
result.
For the seven-day period ended July 31, 1994, the effective yield
for Institutional Shares was 2.88% and Institutional Service
Shares was 2.65%.
Tax-Equivalent Yield
The tax-equivalent yield is calculated similarly to the yield,
but is adjusted to reflect the taxable yield that the Fund would
have had to earn to equal its actual yield, assuming a 39.6% tax
rate (the maximum effective federal rate for individuals) and
assuming that income is 100% exempt.
For the seven-day period ended July 31, 1994, the tax-equivalent
yield for Institutional Shares was 4.70% and Institutional
Service Shares was 4.34%.
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 1994
    
                   FEDERAL INCOME TAX BRACKET:
                      15.00%    28.00%     31.00%
    36.00%39.60%
    Joint Return$1-38,000   $38,001-91,850$91,851-140,000$1
    40,001-$250,000OVER $250,000
    Single Return  $1-22,175$22,751-55,100$55,101-115,000$1
    15,001-250,000OVER $250,000
    Tax-Exempt
    Yield                      Taxable Yield Equivalent
    1.00%     1.18%    1.39%     1.45%      1.56%
    1.66%
    1.50      1.76     2.08      2.17       2.34
    2.48
    2.00      2.35     2.78      2.90       3.13
    3.31
    2.50      2.94     3.47      3.62       3.91
    4.14
    3.00      3.53     4.17      4.35       4.69
    4.97
    3.50      4.12     4.86      5.07       5.47
    5.79
    4.00      4.71     5.56      5.80       6.25
    6.62
    4.50      5.29     6.25      6.52       7.03
    7.45
    5.00      5.88     6.94      7.25       7.81
    8.28
    5.50      6.47     7.64      7.97       8.59
    9.11
    6.00      7.06     8.33      8.70       9.38
    9.93
    6.50      7.65     9.03      9.42      10.16
    10.76
    7.00      8.24     9.72     10.14      10.94
    11.59
    7.50      8.82    10.42     10.87      11.72
    12.42
    8.00      9.41    11.11     11.59      12.50
    13.25
    
    Note:  The maximum marginal tax rate for each bracket was
    used in calculating the taxable yield equivalent.
    The chart above is for illustrative purposes only.  It is
    not an indicator of past or future performance of Fund
    shares.
*Some portion of the Fund's income may be subject to the federal
alternative minimum tax and state and local income taxes.
Total Return
Average annual total return is the average compounded rate of
return for a given period that would equate a $1,000 initial
investment to the ending redeemable value of that investment.
The ending redeemable value is compounded by multiplying the
number of shares owned at the end of the period by the net asset
value per share at the end of the period.  The number of shares
owned at the end of the period is based on the number of shares
purchased at the beginnning of the period with $1,000, adjusted
over the period by any additional shares, assuming the monthly
reinvestment of all dividends and distributions.
Cumulative total return reflects the total performance over a
specific period of time.  For the period from July 5, 1994 (date
of initial public offering) through July 31, 1994, the cumulative
total return for Institutional Service Shares was 0.18%.  This
total return is representative of less than one  month of
activity since the date of initial public offering.
Prior to the creation of separate classes of shares, for the one-
year period ended July 31, 1994, and for the period from December
12, 1989 (start of performance) through July 31, 1994, the
average annual total returns were 2.45% and 3.78%, respectively,
for Institutional Shares.
Performance Comparisons
Investors may use financial publications and/or indices to obtain
a more complete view of the Fund's performance. When comparing
performance, investors should consider all relevant factors such
as the composition of any index used, prevailing market
conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute net asset value.
The financial publications and/or indices which the Fund uses in
advertising may include:
   oLipper 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.
   oDonoghue'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.
   oMoney, a monthly magazine, regularly ranks money market
     funds in various categories based on the latest available
     seven-day effective yield.
   oSalomon 30-Day CD Index compares rate levels of 30-day
     certificates of deposit from the top ten prime
     representative banks.
   oSalomon 30-Day Treasury Bill Index is a weekly quote of the
     most representative yields for selected securities, issued
     by the U.S. Treasury, maturing in 30 days.
   oDiscount Corporation of New York 30-Day Federal Agencies is
     a weekly quote of the average daily offering price for
     selected federal agency issues maturing in 30 days.
Financial Statements
The financial statements for the fiscal year ended July 31, 1994,
are incorporated herein by reference to the Fund's Annual Report
dated July 31, 1994 (File No. 811-5950).  A copy of the Annual
Report may be obtained without charge by contacting the Fund at
the address located on the back cover of the prospectus.
Appendix
Standard and Poor's Ratings Group Municipal Bond Rating
Definitions
AAA-Debt rated "AAA" has the highest rating assigned by Standard
& Poor's Ratings Group.  Capacity to pay interest and repay
principal is extremely strong.
AA-Debt rated "AA" has a very strong capacity to pay interest and
repay principal and differs from the higher rated issues only in
small degree.
Moody's Investors Service, Inc., Municipal Bond Rating
Definitions
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 as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.
Aa-Bonds which are rated Aa are judged to be of high quality by
all standards.  Together with the Aaa group, they comprise what
are generally known as high grade bonds.  They are rated lower
than the best bonds because margins of protection may not be as
large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger
than in Aaa securities.
Fitch Investors Service, Inc., Long-Term Debt Rating Definitions
AAA-Bonds considered to be investment grade and of the highest
credit quality.  The obligor has an exceptionally strong ability
to pay interest and repay principal, which is unlikely to be
affected by reasonably foreseeable events.
AA-Bonds considered to be investment grade and of very high
credit quality.  The obligor's ability to pay interest and repay
principal is very strong, although not quite as strong as bonds
rated "AAA."  Because bonds rated in the "AAA" and "AA"
categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated
"F-1+."
Standard and Poor's Ratings Group Municipal Note Rating
Definitions
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.
Moody's Investors Service, Inc., Short-Term Loan Rating
Definitions
MIG1/VMIG1 -- 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/VMIG2 -- This designation denotes high quality.  Margins of
protection ar4e ample although not so large as in the preceding
group.
Standard and Poor's Ratings Group Commercial Paper Ratings
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.
Moody's Investors Service, Inc. Commercial Paper Rating
Definitions
Prime-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
Prime-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.
Fitch Investors Service, Inc., Short-Term Debt Rating Definitions
F-1+ - Exceptionally Strong Credit Quality.  Issues assigned this
rating are regarded as having the strongest degree of assurance
for timely payment.
F-1 - Very Strong Credit Quality.  Issues assigned this rating
reflect an assurance for timely payment only slightly less in
degree than issues rated "F-1+."
F-2 - Good Credit Quality.  Issues carrying this rating have a
satisfactory degree of assurance for timely payment, but the
margin  of  safety  is  not as great as for issues assigned "F-
1+" and "F-1" ratings.

























                                                               60934N401
                                                               60934N880
                                                        9110207B (11/94)

- --------------------------------------------------------------------------------
    TREASURY OBLIGATIONS FUND
    (A PORTFOLIO OF MONEY MARKET OBLIGATIONS TRUST)
     INSTITUTIONAL SHARES
     PROSPECTUS

     The  Institutional Shares  of Treasury  Obligations Fund  (the "Fund")
     offered by  this  prospectus  represent  interests  in  a  diversified
     portfolio of Money Market Obligations Trust (the "Trust"), an open-end
     management  investment company  (a mutual  fund). The  Fund invests in
     U.S. Treasury  securities to  provide current  income consistent  with
     stability of principal.

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

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

     The Fund has also  filed a Statement  of Additional Information  dated
     November  30, 1994, with  the Securities and  Exchange Commission. The
     information contained in  the Statement of  Additional Information  is
     incorporated by reference into this prospectus. You may request a copy
     of  the Statement of Additional Information  free of charge by calling
     1-800-235-4669. To obtain other  information, or make inquiries  about
     the  Fund, contact the Fund at the  address listed in the back of this
     prospectus.

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

     Prospectus dated November 30, 1994

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

<TABLE>
<S>                                       <C>
SUMMARY OF FUND EXPENSES                          1
- ---------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SHARES                                          2
- ---------------------------------------------------

GENERAL INFORMATION                               3
- ---------------------------------------------------
INVESTMENT INFORMATION                            3
- ---------------------------------------------------
  Investment Objective                            3
  Investment Policies                             3
  Investment Limitations                          4
  Regulatory Compliance                           4

TRUST INFORMATION                                 5
- ---------------------------------------------------
  Management of the Trust                         5
  Distribution of Shares                          6
  Administration of the Fund                      6
  Expenses of the Fund and Institutional
    Shares                                        7
NET ASSET VALUE                                   7
- ---------------------------------------------------
INVESTING IN THE FUND                             8
- ---------------------------------------------------
  Share Purchases                                 8
  Minimum Investment Required                     8
  Subaccounting Services                          8
  Certificates and Confirmations                  8
  Dividends                                       9
  Capital Gains                                   9

REDEEMING SHARES                                  9
- ---------------------------------------------------
  By Mail                                         9
  Telephone Redemption                           10
  Accounts with Low Balances                     10

SHAREHOLDER INFORMATION                          10
- ---------------------------------------------------
  Voting Rights                                  10
  Massachusetts Partnership Law                  11

TAX INFORMATION                                  11
- ---------------------------------------------------
  Federal Income Tax                             11
  Pennsylvania Corporate and Personal
    Property Taxes                               11

PERFORMANCE INFORMATION                          12
- ---------------------------------------------------
OTHER CLASSES OF SHARES                          12
- ---------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SERVICE SHARES                                 13
- ---------------------------------------------------
ADDRESSES                                        14
- ---------------------------------------------------
</TABLE>

                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                       INSTITUTIONAL SHARES
                                 SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                      <C>        <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering price).......................       None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)............       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable)........................................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable)................................       None
Exchange Fee......................................................................................       None

<CAPTION>

                          ANNUAL INSTITUTIONAL SHARES OPERATING EXPENSES
                             (As a percentage of average net assets)
<S>                                                                                      <C>        <C>
Management Fee (after waiver) (1).................................................................      0.10%
12b-1 Fee.........................................................................................    None
Total Other Expenses..............................................................................      0.10%
  Shareholder Services Fee (2).........................................................      0.00%
        Total Institutional Shares Operating Expenses (3).........................................      0.20%
<FN>
(1)   The management fee  has been reduced to reflect  the voluntary waiver of a
     portion of the  management fee.  The adviser can  terminate this  voluntary
     waiver  at any time at  its sole discretion. The  maximum management fee is
     0.20%.
(2)  The maximum shareholder services fee is 0.25%.
(3)  The Total  Institutional Shares Operating Expenses  in the table above  are
     based on expenses expected during the fiscal year ending July 31, 1995. The
     Total  Institutional Shares  Operating Expenses  were 0.20%  for the fiscal
     year ended July 31, 1994, and were  0.30% absent the voluntary waiver of  a
     portion of the management fee.
</TABLE>

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

<TABLE>
<CAPTION>
EXAMPLE                                                                    1 YEAR     3 YEARS    5 YEARS   10 YEARS
- ------------------------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                                       <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment assuming (1)
5% annual return and (2) redemption at the end of each time period.          $2         $6         $11        $26
</TABLE>

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

    The information set forth in the foregoing table and example relates only to
Institutional  Shares of the Fund. The Fund  also offers another class of shares
called Institutional  Service  Shares. Institutional  Shares  and  Institutional
Service  Shares are subject to certain of  the same expenses. See "Other Classes
of Shares."

                                       1

TREASURY OBLIGATIONS FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following  table  has  been  audited by  Arthur  Andersen  LLP,  the  Fund's
independent  public accountants. Their report, dated  September 15, 1994, on the
Fund's financial  statements  for the  year  ended July  31,  1994, and  on  the
following  table for each  of the periods  presented, is included  in the Annual
Report, which  is  incorporated by  reference.  This  table should  be  read  in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                               YEAR ENDED JULY 31,
                                                              -----------------------------------------------------
                                                                1994       1993       1992       1991       1990*
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
<S>                                                           <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $   1.00   $   1.00   $   1.00   $   1.00   $   1.00
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------
  Net investment income                                           0.03       0.03       0.05       0.07       0.04
- ------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------
  Dividends to shareholders from net investment income           (0.03)     (0.03)     (0.05)     (0.07)     (0.04)
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                $   1.00   $   1.00   $   1.00   $   1.00   $   1.00
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                                    3.35%      3.15%      4.61%      7.11%      5.09%
- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------
  Expenses                                                        0.20%      0.20%      0.20%      0.20%      0.20%(b)
- ------------------------------------------------------------
  Net investment income                                           3.29%      3.11%      4.49%      6.65%      8.16%(b)
- ------------------------------------------------------------
  Expense waiver/reimbursement (a)                                0.10%      0.07%      0.08%      0.09%      0.15%(b)
- ------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------
  Net assets, end of period
  (000 omitted)                                               $2,582,975 $2,532,482 $2,432,037 $1,678,880  $576,048
- ------------------------------------------------------------
<FN>
  * Reflects  operations for the period from  February 23, 1990 (date of initial
    public investment) to July 31, 1990.
 ** Based on  net  asset  value,  which  does not  reflect  the  sales  load  or
    contingent deferred sales charge, if applicable.
(a) This  voluntary expense  decrease is reflected  in both the  expense and net
    investment income ratios shown above.
(b) Computed on an annualized basis.
</TABLE>

                                       2

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

The Trust was established as a Massachusetts business trust under a  Declaration
of  Trust dated October 3,  1988. The Declaration of  Trust permits the Trust to
offer separate series  of shares beneficial  interest representing interests  in
separate  portfolios  of securities.  The  shares in  any  one portfolio  may be
offered in separate classes. With respect to  this Fund, as of the date of  this
prospectus,  the  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 as a  convenient means of accumulating  an interest in  a
professionally  managed, diversified portfolio investing only in short-term U.S.
Treasury securities. A minimum initial investment of $25,000 is required.

Eligibility  for  investment  in  the  Fund  is  contingent  upon  an   investor
accumulating  and maintaining a minimum  aggregate investment of $200,000,000 in
Federated funds within a twelve-month period. For this purpose, (1) an  investor
is  defined as  a financial institution  or its  collective customers, including
affiliate financial  institutions  and  their  collective  customers,  or  other
institutions  that are determined to qualify  by Federated Securities Corp., and
(2) Federated funds are  those mutual funds which  are distributed by  Federated
Securities  Corp. or  are advised by  or administered by  investment advisers or
administrators affiliated with Federated  Securities Corp. ("Federated  Funds").
An  investor's minimum investment  will be calculated  by combining all accounts
the investor maintains with the Federated Funds, which includes the Trust.

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

INVESTMENT POLICIES

The Fund pursues  its investment objective  by investing only  in U.S.  Treasury
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.  Unless indicated otherwise, the investment policies may be changed by the
Trustees without shareholder approval. Shareholders will be notified before  any
material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS.  The Fund invests only in U.S. Treasury securities which
are fully guaranteed as to principal and interest by the United States.

                                       3

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.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase securities
on a when-issued or delayed delivery basis. These transactions are  arrangements
in which the Fund purchases securities with payment and delivery scheduled for a
future  time. The seller's failure to  complete these transactions may cause the
Fund to miss a  price or yield considered  to be advantageous. Settlement  dates
may  be a month or  more after entering into  these transactions, and the market
values  of  the  securities  purchased  may  vary  from  the  purchase   prices.
Accordingly,  the Fund may pay more/less than the market value of the securities
on the settlement date.

The Fund may dispose of a commitment prior to settlement if the adviser deems it
appropriate to do so. In addition, the Fund may enter into transactions to  sell
its  purchase  commitments  to  third  parties  at  current  market  values  and
simultaneously acquire other commitments to purchase similar securities at later
dates. The Fund may realize short-term profits  or losses upon the sale of  such
commitments.

LENDING  OF PORTFOLIO SECURITIES.   In order to  generate additional income, the
Fund may lend its  portfolio securities on a  short-term or long-term basis,  or
both,  to broker/dealers, banks, or other institutional borrowers of securities.
The Fund will only enter into loan arrangements with broker/ dealers, banks,  or
other  institutions  which the  adviser  has determined  are  creditworthy under
guidelines established by the Trustees and will receive collateral at all  times
equal to at least 100% of the value of the securities loaned.

INVESTMENT LIMITATIONS

The  Fund  will not  borrow  money or  pledge  securities except,  under certain
circumstances, the Fund may  borrow up to  one-third of the  value of its  total
assets and pledge assets to secure such borrowings.

The  above investment limitation cannot be changed without shareholder approval.
The following  limitation,  however, may  be  changed by  the  Trustees  without
shareholder  approval. Shareholders will be  notified before any material change
in this limitation becomes effective.

The Fund will not invest more than 10% of its net assets in illiquid securities,
including repurchase agreements providing for settlement in more than seven days
after notice.

REGULATORY COMPLIANCE

The  Fund  may  follow  non-fundamental  operational  policies  that  are   more
restrictive  than its fundamental  investment limitations, as  set forth in this
prospectus and its Statement of Additional Information, in order to comply  with
applicable  laws and  regulations, including  the provisions  of and regulations
under the Investment Company  Act of 1940, as  amended. In particular, the  Fund
will  comply with the  various requirements of Rule  2a-7, which regulates money
market mutual  funds. The  Fund will  determine the  effective maturity  of  its
investments according to Rule 2a-7. The Fund may

                                       4

change these operational policies to reflect changes in the laws and regulations
without the approval of its shareholders.

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

MANAGEMENT OF THE TRUST

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

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

    ADVISORY FEES.  The adviser receives an annual investment advisory fee equal
    to  .20  of 1%  of  the Fund's  average daily  net  assets. The  adviser has
    undertaken to reimburse the Fund  up to the amount  of the advisory fee  for
    operating  expenses in excess of  limitations established by certain states.
    The adviser also may  voluntarily choose to  waive a portion  of its fee  or
    reimburse  other expenses of  the Fund, but reserves  the right to terminate
    such waiver or reimbursement at any time at its sole discretion.

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

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

                                       5

DISTRIBUTION OF SHARES

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

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

Federated Shareholder  Services may  elect to  pay financial  institutions  fees
based  upon shares owned by their clients  or customers for services provided to
those clients and 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 accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:

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

The administrative  fee  received during  any  fiscal  year shall  be  at  least
$125,000  per portfolio and $30,000 per each additional class of shares. Average
aggregate daily  net  assets  include  those of  all  mutual  funds  advised  by
affiliates  of Federated Investors. Federated Administrative Services may choose
voluntarily to waive a portion of its fee.

CUSTODIAN.  State Street  Bank and Trust Company,  Boston, MA, is custodian  for
the securities and cash of the Fund.

TRANSFER  AGENT  AND DIVIDEND  DISBURSING  AGENT.   Federated  Services Company,
Pittsburgh, PA, is  transfer agent for  the shares of,  and dividend  disbursing
agent for, the Fund.

LEGAL  COUNSEL.   Legal  counsel  is provided  by  Houston, Houston  & Donnelly,
Pittsburgh, PA, and Dickstein, Shapiro & Morin, L.L.P., Washington, DC.

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

                                       6

EXPENSES OF THE FUND AND INSTITUTIONAL SHARES

Holders of Institutional Shares  pay their allocable portion  of Fund and  Trust
expenses.

The Trust expenses for which holders of Institutional 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 Institutional 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 Institutional  Shares as a class.
However the Board of Trustees reserves the right to allocate certain expenses to
holders of Institutional Shares as  it deems appropriate ("class expenses").  In
any  case, class expenses would be limited to: transfer agent fees as identified
by the  transfer  agent as  attributable  to holders  of  Institutional  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
Institutional Shares; legal  fees relating solely  to Institutional Shares;  and
Trustees'  fees incurred as a result  of issues relating solely to Institutional
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 shares from
the value of Fund assets attributable  to shares, and dividing the remainder  by
the  number of shares outstanding. The Fund  cannot guarantee that its net asset
value will always remain at $1.00 per share.

The net  asset value  is determined  at 12:00  noon, 3:00  p.m., and  4:00  p.m.
(Eastern  time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its  net
asset  value might be materially affected; (ii)  days during which no shares are
tendered for redemption and no orders to purchase shares are received; or  (iii)
the  following holidays: New Year's Day,  Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

                                       7

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

SHARE PURCHASES

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

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

BY  WIRE.  To purchase  by Federal Reserve wire, call  the Fund before 3:00 p.m.
(Eastern time) to place an order. The order is considered received  immediately.
Payment  by federal funds must be received  before 3:00 p.m. (Eastern time) that
day. Federal funds should be wired  as follows: Federated Services Company,  c/o
State Street Bank and Trust Company, Boston, Massachusetts; Attention: EDGEWIRE;
For  Credit  to: Treasury  Obligations  Fund--Institutional Shares;  Fund Number
(this number can be found on the  account statement or by contacting the  Fund);
Group  Number  or Order  Number;  Nominee or  Institution  Name; and  ABA Number
011000028.

BY MAIL.  To purchase by mail, send a check made payable to Treasury Obligations
Fund-- Institutional  Shares  to: Federated  Services  Company, P.O.  Box  8602,
Boston,  MA 02266-8602. Orders  by mail are considered  received when payment by
check is converted into  federal funds. This is  normally the next business  day
after the check is received.

MINIMUM INVESTMENT REQUIRED

The  minimum initial  investment is $25,000.  Eligibility for  investment in the
Fund is  contingent upon  an  investor accumulating  and maintaining  a  minimum
aggregate  investment  of  $200,000,000  in Federated  Funds  within  a 12-month
period.

SUBACCOUNTING SERVICES

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

CERTIFICATES AND CONFIRMATIONS

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

                                       8

Monthly confirmations are sent to report transactions such as all purchases  and
redemptions as well as dividends paid during the month.

DIVIDENDS

Dividends  are  declared daily  and  paid monthly.  Dividends  are automatically
reinvested on  payment  dates in  additional  shares  of the  Fund  unless  cash
payments  are requested by writing to the  Fund. Shares purchased by wire before
3:00 p.m. (Eastern time) begin earning  dividends that day. Shares purchased  by
check  begin earning dividends the day after the check is converted into federal
funds.

CAPITAL GAINS

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

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

Shares  are redeemed  at their  net asset value  next determined  after 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.

BY MAIL

Shares may be  redeemed by sending  a written request  to: Treasury  Obligations
Fund,  P.O. Box 8602,  Boston, MA 02266-8602. The  written request should state:
Treasury Obligations Fund--Institutional Shares; shareholder's name; the account
number; and the share  or dollar amount requested.  Sign the request exactly  as
the  shares are registered. Shareholders should  call the Fund for assistance in
redeeming by mail.

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

Shareholders  requesting a  redemption of $50,000  or more, a  redemption of any
amount to be sent to an  address other than that on  record with the Fund, or  a
redemption  payable  other than  to the  shareholder of  record must  have their
signatures guaranteed by:

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

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

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

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

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

                                       9

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

Normally, a check for the proceeds is mailed within one business day, but in  no
event  more  than  seven days,  after  receipt  of a  proper  written redemption
request. Dividends  are paid  up to  and  including the  day that  a  redemption
request is processed.

TELEPHONE REDEMPTION

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

If the  redemption request  is received  before 3:00  p.m. (Eastern  time),  the
proceeds  will be wired the same day  to the shareholder's account at a domestic
commercial bank  which is  a member  of the  Federal Reserve  System, and  those
shares  redeemed will not be  entitled to that day's  dividend. A daily dividend
will be paid on shares redeemed if the redemption request is received after 3:00
p.m. (Eastern time).  However, the proceeds  are not wired  until the  following
business  day. Under  limited circumstances, arrangements  may be  made with the
distributor for same-day payment of  proceeds, without that day's dividend,  for
redemption requests received before 3:00 p.m. (Eastern time).

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

ACCOUNTS WITH LOW BALANCES

Due to the high  cost of maintaining  accounts with low  balances, the Fund  may
redeem  shares in  any account and  pay the  proceeds to the  shareholder if the
account balance  falls  below  a  required minimum  value  of  $25,000,  or  the
aggregate  investment in  Federated Funds  falls below  the required  minimum of
$200,000,000 to be maintained from and after twelve months from account opening,
due to shareholder redemptions.

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

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

VOTING RIGHTS

Each share of the Trust gives the shareholder one vote in Trustee elections  and
other  matters submitted to shareholders for vote.  All shares of all classes of
each portfolio in the Trust have equal

                                       10

voting rights, except that in matters  affecting only a particular portfolio  or
class,  only  shares of  that  portfolio or  class are  entitled  to vote.  As a
Massachusetts  business  trust,  the  Trust  is  not  required  to  hold  annual
shareholder  meetings.  Shareholder approval  will  be sought  only  for certain
changes in the Trust's or the Fund's operation and for the election of  Trustees
under certain circumstances.

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

As  of October 28, 1994, Midland Corporate, Clearwater, Florida, owned 53.76% of
the voting securities of the Institutional Service Shares, and, therefore,  may,
for  certain purposes, be deemed to control the  class and be able to affect the
outcome of certain matters presented for a vote of shareholders.

MASSACHUSETTS PARTNERSHIP LAW

Under certain  circumstances,  shareholders may  be  held personally  liable  as
partners  under Massachusetts law  for obligations of the  Trust. To protect its
shareholders, the  Trust  has  filed legal  documents  with  Massachusetts  that
expressly  disclaim the liability of its shareholders for acts or obligations of
the Trust. These documents require notice of this disclaimer to be given in each
agreement, obligation, or  instrument the Trust  or its Trustees  enter into  or
sign.

In  the unlikely event a  shareholder is held personally  liable for the Trust's
obligations, the  Trust is  required by  the  Declaration of  Trust to  use  its
property  to protect or  compensate the shareholder. On  request, the Trust will
defend any claim made and pay any judgment against a shareholder for any act  or
obligation of the Trust. Therefore, financial loss resulting from liability as a
shareholder  will occur only if the Trust  itself cannot meet its obligations to
indemnify shareholders and pay judgments against them.

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

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet  requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive  the special tax treatment afforded to  such companies. The Fund will be
treated as a  single, separate entity  for federal income  tax purposes so  that
income  (including  capital  gains) and  losses  realized by  the  Trust's other
portfolios will not  be combined  for tax purposes  with those  realized by  the
Fund.

Unless  otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions  received. This applies whether  dividends
and distributions are received in cash or as additional shares.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

In the opinion of Houston, Houston, & Donnelly, counsel to the Trust:

    - the  Fund is  not subject to  Pennsylvania corporate  or personal property
      taxes; and

                                       11

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

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

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

From  time  to time,  the  Fund advertises  its  yield and  effective  yield for
Institutional Shares.

Yield represents the annualized  rate of income earned  on an investment over  a
seven-day  period. It is the annualized dividends earned during the period on an
investment shown  as a  percentage of  the investment.  The effective  yield  is
calculated  similarly to the yield, but when annualized, the income earned by an
investment is  assumed to  be  reinvested daily.  The  effective yield  will  be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment.

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

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

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

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

The Fund also offers the following class.

Institutional Service Shares are sold at  net asset value primarily to  accounts
for  which  financial  institutions  act in  an  agency  or  fiduciary capacity.
Investments in Institutional  Service Shares  are subject to  a minimum  initial
investment of $25,000. Institutional Service Shares are currently subject to the
maximum shareholder services fee of 0.25%.

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

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

                                       12

TREASURY OBLIGATIONS FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

The following  table  has  been  audited by  Arthur  Andersen  LLP,  the  Fund's
independent  public accountants. Their report, dated  September 15, 1994, on the
Fund's financial  statements  for the  year  ended July  31,  1994, and  on  the
following  table for  the period  presented, is  included in  the Annual Report,
which is incorporated  by reference. This  table should be  read in  conjunction
with  the Fund's financial  statements and notes thereto,  which may be obtained
free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                          YEAR ENDED
                                                                        JULY 31, 1994*
- ----------------------------------------------------------------------  --------------
<S>                                                                     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                        $1.00
- ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------
  Net investment income                                                     0.003
- ----------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------
  Dividends to shareholders from net investment income                     (0.003)
- ----------------------------------------------------------------------  --------------
NET ASSET VALUE, END OF PERIOD                                             $1.00
- ----------------------------------------------------------------------  --------------
TOTAL RETURN**                                                              0.29%
- ----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------
  Expenses                                                                  0.39%(b)
- ----------------------------------------------------------------------
  Net investment income                                                     4.26%(b)
- ----------------------------------------------------------------------
  Expense waiver/reimbursement (a)                                          0.10%(b)
- ----------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------
  Net assets, end of period (000 omitted)                               $8,887
- ----------------------------------------------------------------------
<FN>

  * Reflects operations for the period from July 5, 1994 (date of initial public
    offering) to July 31, 1994.

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

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

(b) Computed on an annualized basis.
</TABLE>

                                       13

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

<TABLE>
<S>                                                              <C>
Treasury Obligations Fund
              Institutional Shares                               Federated Investors Tower
                                                                 Pittsburgh, PA 15222-3779
- -------------------------------------------------------------------------------------------

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

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

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

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

Legal Counsel
              Houston, Houston & Donnelly                        2510 Centre City Tower
                                                                 Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------

Legal Counsel
              Dickstein, Shapiro & Morin, L.L.P.                 2101 L Street, N.W.
                                                                 Washington, DC 20037
- -------------------------------------------------------------------------------------------

Independent Public Accountants
              Arthur Andersen LLP                                2100 One PPG Place
                                                                 Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------
</TABLE>

                                       14

- --------------------------------------------------------------------------------
                                  TREASURY OBLIGATIONS FUND
                                  INSTITUTIONAL SHARES
                                            PROSPECTUS

                                           A Diversified Portfolio of
                                           Money Market Obligations Trust,
                                           an Open-End Management
                                           Investment Company

                                           Prospectus dated November 30,
                                           1994

[LOGO] FEDERATED SECURITIES CORP.
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           60934N500
           9110208A (11/94)                [RECYCLED PAPER SYMBOL]


- --------------------------------------------------------------------------------
    TREASURY OBLIGATIONS FUND
    (A PORTFOLIO OF MONEY MARKET OBLIGATIONS TRUST)
     INSTITUTIONAL SERVICE SHARES
     PROSPECTUS

     The  Institutional Service  Shares of  Treasury Obligations  Fund (the
     "Fund")  offered  by   this  prospectus  represent   interests  in   a
     diversified portfolio of Money Market Obligations Trust (the "Trust"),
     an  open-end management investment  company (a mutual  fund). The Fund
     invests  in  U.S.  Treasury  securities  to  provide  current   income
     consistent with stability of principal.

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

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

     The Fund has also  filed a Statement  of Additional Information  dated
     November  30, 1994, with  the Securities and  Exchange Commission. The
     information contained in  the Statement of  Additional Information  is
     incorporated by reference into this prospectus. You may request a copy
     of  the Statement of Additional Information  free of charge by calling
     1-800-235-4669. To obtain other  information, or make inquiries  about
     the  Fund, contact the Fund at the  address listed in the back of this
     prospectus.

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

     Prospectus dated November 30, 1994

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

<TABLE>
<S>                                       <C>
SUMMARY OF FUND EXPENSES                          1
- ---------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SERVICE SHARES                                  2
- ---------------------------------------------------

GENERAL INFORMATION                               3
- ---------------------------------------------------
INVESTMENT INFORMATION                            3
- ---------------------------------------------------
  Investment Objective                            3
  Investment Policies                             3
  Investment Limitations                          4
  Regulatory Compliance                           4

TRUST INFORMATION                                 5
- ---------------------------------------------------
  Management of the Trust                         5
  Distribution of Shares                          5
  Administration of the Fund                      6
  Expenses of the Fund and Institutional
    Service Shares                                6
NET ASSET VALUE                                   7
- ---------------------------------------------------
INVESTING IN THE FUND                             7
- ---------------------------------------------------
  Share Purchases                                 7
  Minimum Investment Required                     8
  Subaccounting Services                          8
  Certificates and Confirmations                  8
  Dividends                                       8
  Capital Gains                                   9

REDEEMING SHARES                                  9
- ---------------------------------------------------
  By Mail                                         9
  Telephone Redemption                           10
  Accounts with Low Balances                     10

SHAREHOLDER INFORMATION                          10
- ---------------------------------------------------
  Voting Rights                                  10
  Massachusetts Partnership Law                  11

TAX INFORMATION                                  11
- ---------------------------------------------------
  Federal Income Tax                             11
  Pennsylvania Corporate and Personal
    Property Taxes                               11

PERFORMANCE INFORMATION                          12
- ---------------------------------------------------
OTHER CLASSES OF SHARES                          12
- ---------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SHARES                                         13
- ---------------------------------------------------
ADDRESSES                                        14
- ---------------------------------------------------
</TABLE>

                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   INSTITUTIONAL SERVICE SHARES
                                 SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                      <C>        <C>
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price).............................................................       None
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price).............................................................       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable)........................................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable)................................       None
Exchange Fee......................................................................................       None

<CAPTION>

                      ANNUAL INSTITUTIONAL SERVICE SHARES OPERATING EXPENSES
                             (As a percentage of average net assets)
<S>                                                                                      <C>        <C>
Management Fee (after waiver) (1).................................................................      0.10%
12b-1 Fee.........................................................................................    None
Total Other Expenses..............................................................................      0.35%
  Shareholder Services Fee.............................................................      0.25%
        Total Institutional Service Shares Operating Expenses (2).................................      0.45%
<FN>
(1)   The management fee  has been reduced to reflect  the voluntary waiver of a
     portion of the  management fee.  The adviser can  terminate this  voluntary
     waiver  at any time at  its sole discretion. The  maximum management fee is
     0.20%.
(2)  The  Total Institutional  Service Shares  Operating Expenses  in the  table
     above are based on expenses expected during the fiscal year ending July 31,
     1995.  The Total Institutional Service Shares Operating Expenses were 0.39%
     for the  fiscal  year  ended July  31,  1994,  and were  0.49%  absent  the
     voluntary waiver of a portion of the management fee.
</TABLE>

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

<TABLE>
<CAPTION>
EXAMPLE                                                                                1 YEAR     3 YEARS
- ------------------------------------------------------------------------------------  ---------  ---------
<S>                                                                                   <C>        <C>
You would pay the following expenses on a $1,000 investment assuming (1) 5% annual
return and (2) redemption at the end of each time period............................     $5         $14
</TABLE>

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

    The information set forth in the foregoing table and example relates only to
Institutional Service Shares of the Fund. The Fund also offers another class  of
shares   called   Institutional   Shares.  Institutional   Service   Shares  and
Institutional Shares are  subject to certain  of the same  expenses. See  "Other
Classes of Shares."

                                       1

TREASURY OBLIGATIONS FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

The  following  table  has  been  audited by  Arthur  Andersen  LLP,  the Fund's
independent public accountants. Their report,  dated September 15, 1994, on  the
Fund's  financial  statements for  the  year ended  July  31, 1994,  and  on the
following table for  the period  presented, is  included in  the Annual  Report,
which  is incorporated  by reference. This  table should be  read in conjunction
with the Fund's financial  statements and notes thereto,  which may be  obtained
free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                          YEAR ENDED
                                                                        JULY 31, 1994*
- ----------------------------------------------------------------------  --------------
<S>                                                                     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                        $1.00
- ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------
  Net investment income                                                     0.003
- ----------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------
  Dividends to shareholders from net investment income                     (0.003)
- ----------------------------------------------------------------------  --------------
NET ASSET VALUE, END OF PERIOD                                             $1.00
- ----------------------------------------------------------------------  --------------
TOTAL RETURN**                                                              0.29%
- ----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------
  Expenses                                                                  0.39%(b)
- ----------------------------------------------------------------------
  Net investment income                                                     4.26%(b)
- ----------------------------------------------------------------------
  Expense waiver/reimbursement (a)                                          0.10%(b)
- ----------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------
  Net assets, end of period (000 omitted)                               $8,887
- ----------------------------------------------------------------------
<FN>

  * Reflects operations for the period from July 5, 1994 (date of initial public
    offering) to July 31, 1994.

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

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

(b) Computed on an annualized basis.
</TABLE>

                                       2

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

The  Trust was established as a Massachusetts business trust under a Declaration
of Trust dated October 3,  1988. The Declaration of  Trust permits the Trust  to
offer  separate series of  shares beneficial interest  representing interests in
separate portfolios  of securities.  The  shares in  any  one portfolio  may  be
offered  in separate classes. With respect to this  Fund, as of the date of this
prospectus, the  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 as a convenient means of accumulating an interest in
a professionally  managed, diversified  portfolio investing  only in  short-term
U.S. Treasury securities. A minimum initial investment of $25,000 is required.

Eligibility   for  investment  in  the  Fund  is  contingent  upon  an  investor
accumulating and maintaining a minimum  aggregate investment of $200,000,000  in
Federated  funds within a twelve-month period. For this purpose, (1) an investor
is defined as  a financial  institution or its  collective customers,  including
affiliate  financial  institutions  and  their  collective  customers,  or other
institutions that are determined to  qualify by Federated Securities Corp.,  and
(2)  Federated funds are  those mutual funds which  are distributed by Federated
Securities Corp. or  are advised by  or administered by  investment advisers  or
administrators  affiliated with Federated  Securities Corp. ("Federated Funds").
An investor's minimum investment  will be calculated  by combining all  accounts
the investor maintains with the Federated Funds, which includes the Trust.

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

INVESTMENT POLICIES

The  Fund pursues  its investment objective  by investing only  in U.S. Treasury
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. Unless indicated otherwise, the investment policies may be changed by  the
Trustees  without shareholder approval. Shareholders will be notified before any
material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS.  The Fund invests only in U.S. Treasury securities which
are fully guaranteed as to principal and interest by the United States.

                                       3

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.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase securities
on  a when-issued or delayed delivery basis. These transactions are arrangements
in which the Fund purchases securities with payment and delivery scheduled for a
future time. The seller's failure to  complete these transactions may cause  the
Fund  to miss a price  or yield considered to  be advantageous. Settlement dates
may be a month or  more after entering into  these transactions, and the  market
values   of  the  securities  purchased  may  vary  from  the  purchase  prices.
Accordingly, the Fund may pay more/less than the market value of the  securities
on the settlement date.

The Fund may dispose of a commitment prior to settlement if the adviser deems it
appropriate  to do so. In addition, the Fund may enter into transactions to sell
its  purchase  commitments  to  third  parties  at  current  market  values  and
simultaneously acquire other commitments to purchase similar securities at later
dates.  The Fund may realize short-term profits  or losses upon the sale of such
commitments.

LENDING OF PORTFOLIO SECURITIES.   In order to  generate additional income,  the
Fund  may lend its portfolio  securities on a short-term  or long-term basis, or
both, to broker/dealers, banks, or other institutional borrowers of  securities.
The  Fund will only enter into loan arrangements with broker/ dealers, banks, or
other institutions  which  the adviser  has  determined are  creditworthy  under
guidelines  established by the Trustees and will receive collateral at all times
equal to at least 100% of the value of the securities loaned.

INVESTMENT LIMITATIONS

The Fund  will not  borrow  money or  pledge  securities except,  under  certain
circumstances,  the Fund may  borrow up to  one-third of the  value of its total
assets and pledge assets to secure such borrowings.

The above investment limitation cannot be changed without shareholder  approval.
The  following  limitation,  however, may  be  changed by  the  Trustees without
shareholder approval. Shareholders will be  notified before any material  change
in this limitation becomes effective.

The Fund will not invest more than 10% of its net assets in illiquid securities,
including repurchase agreements providing for settlement in more than seven days
after notice.

REGULATORY COMPLIANCE

The   Fund  may  follow  non-fundamental  operational  policies  that  are  more
restrictive than its fundamental  investment limitations, as  set forth in  this
prospectus  and its Statement of Additional Information, in order to comply with
applicable laws and  regulations, including  the provisions  of and  regulations
under  the Investment Company Act  of 1940, as amended.  In particular, the Fund
will comply with the  various requirements of Rule  2a-7, which regulates  money
market  mutual  funds. The  Fund will  determine the  effective maturity  of its
investments according to Rule 2a-7. The Fund may

                                       4

change these operational policies to reflect changes in the laws and regulations
without the approval of its shareholders.

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

MANAGEMENT OF THE TRUST

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

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

    ADVISORY FEES.  The adviser receives an annual investment advisory fee equal
    to .20  of 1%  of  the Fund's  average daily  net  assets. The  adviser  has
    undertaken  to reimburse the Fund  up to the amount  of the advisory fee for
    operating expenses in excess of  limitations established by certain  states.
    The  adviser also may  voluntarily choose to  waive a portion  of its fee or
    reimburse other expenses of  the Fund, but reserves  the right to  terminate
    such waiver or reimbursement at any time at its sole discretion.

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

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

DISTRIBUTION OF SHARES

Federated Securities  Corp.  is  the  principal  distributor  for  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.

                                       5

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

Federated Shareholder  Services may  elect to  pay financial  institutions  fees
based  upon shares owned by their clients  or customers for services provided to
those clients and 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 accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:

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

The administrative  fee  received during  any  fiscal  year shall  be  at  least
$125,000  per portfolio and $30,000 per each additional class of shares. Average
aggregate daily  net  assets  include  those of  all  mutual  funds  advised  by
affiliates  of Federated Investors. Federated Administrative Services may choose
voluntarily to waive a portion of its fee.

CUSTODIAN.  State Street  Bank and Trust Company,  Boston, MA, is custodian  for
the securities and cash of the Fund.

TRANSFER  AGENT  AND DIVIDEND  DISBURSING  AGENT.   Federated  Services Company,
Pittsburgh, PA is  transfer agent  for the  shares of,  and dividend  disbursing
agent for, the Fund.

LEGAL  COUNSEL.   Legal  counsel  is provided  by  Houston, Houston  & Donnelly,
Pittsburgh, PA, and Dickstein, Shapiro & Morin, L.L.P., Washington, DC.

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

EXPENSES OF THE FUND AND INSTITUTIONAL SERVICE SHARES

Holders of Institutional Service Shares pay their allocable portion of Fund  and
Trust expenses.

The  Trust expenses for which holders  of Institutional Service 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

                                       6

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 Institutional  Service 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 Institutional Service Shares as a
class  are expenses under the Fund's Services Plan which relate to Institutional
Service Shares. However, the  Board of Trustees reserves  the right to  allocate
certain  other expenses  to holders  of Shares  as it  deems appropriate ("class
expenses"). In any case, class expenses would be limited to: transfer agent fees
as identified by the transfer agent as attributable to holders of  Institutional
Service   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 Institutional Service  Shares; legal  fees relating  solely to  Institutional
Service  Shares;  and Trustees'  fees incurred  as a  result of  issues relating
solely to Institutional Service 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 shares from
the value of Fund assets attributable  to shares, and dividing the remainder  by
the  number of shares outstanding. The Fund  cannot guarantee that its net asset
value will always remain at $1.00 per share.

The net  asset value  is determined  at 12:00  noon, 3:00  p.m., and  4:00  p.m.
(Eastern  time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its  net
asset  value might be materially affected; (ii)  days during which no shares are
tendered for redemption and no orders to purchase shares are received; or  (iii)
the  following holidays: New Year's Day,  Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

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

SHARE PURCHASES

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

                                       7

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

BY  WIRE.  To purchase  by Federal Reserve wire, call  the Fund before 3:00 p.m.
(Eastern time) to place an order. The order is considered received  immediately.
Payment  by federal funds must be received  before 3:00 p.m. (Eastern time) that
day. Federal funds should be wired  as follows: Federated Services Company,  c/o
State Street Bank and Trust Company, Boston, Massachusetts; Attention: EDGEWIRE;
For  Credit to:  Treasury Obligations  Fund--Institutional Service  Shares; Fund
Number (this number can be found on  the account statement or by contacting  the
Fund); Group Number or Order Number; Nominee or Institution Name; and ABA Number
011000028.

BY MAIL.  To purchase by mail, send a check made payable to Treasury Obligations
Fund--  Institutional Service  Shares to:  Federated Services  Company, P.O. Box
8602, Boston, MA 02266-8602. Orders by mail are considered received when payment
by check is converted into federal funds. This is normally the next business day
after the check is received.

MINIMUM INVESTMENT REQUIRED

The minimum initial  investment is  $25,000. Eligibility for  investment in  the
Fund  is  contingent upon  an investor  accumulating  and maintaining  a minimum
aggregate investment  of  $200,000,000  in Federated  Funds  within  a  12-month
period.

SUBACCOUNTING SERVICES

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

CERTIFICATES AND CONFIRMATIONS

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

Monthly  confirmations are sent to report transactions such as all purchases and
redemptions as well as dividends paid during the month.

DIVIDENDS

Dividends are  declared  daily and  paid  monthly. Dividends  are  automatically
reinvested  on  payment  dates in  additional  shares  of the  Fund  unless cash
payments are requested by writing to  the Fund. Shares purchased by wire  before
3:00  p.m. (Eastern time) begin earning  dividends that day. Shares purchased by
check begin earning dividends the day after the check is converted into  federal
funds.

                                       8

CAPITAL GAINS

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

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

Shares are redeemed  at their  net asset value  next determined  after 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.

BY MAIL

Shares  may be  redeemed by sending  a written request  to: Treasury Obligations
Fund, P.O. Box 8602,  Boston, MA 02266-8602. The  written request should  state:
Treasury Obligations Fund--Institutional Service Shares; shareholder's name; the
account  number;  and the  share or  dollar amount  requested. Sign  the request
exactly as the  shares are  registered. Shareholders  should call  the Fund  for
assistance in redeeming by mail.

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

Shareholders requesting a  redemption of $50,000  or more, a  redemption of  any
amount  to be sent to an  address other than that on  record with the Fund, or a
redemption payable  other than  to the  shareholder of  record must  have  their
signatures guaranteed by:

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

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

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

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

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

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

Normally,  a check for the proceeds is mailed within one business day, but in no
event more  than  seven days,  after  receipt  of a  proper  written  redemption
request.  Dividends  are paid  up to  and  including the  day that  a redemption
request is processed.

                                       9

TELEPHONE REDEMPTION

Shares may be redeemed  by telephoning the Fund.  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.  An
authorization  form permitting the Fund to  accept telephone requests must first
be completed. Authorization forms and information on this service are  available
from Federated Securities Corp.

If  the  redemption request  is received  before 3:00  p.m. (Eastern  time), the
proceeds will be wired the same day  to the shareholder's account at a  domestic
commercial  bank which  is a  member of  the Federal  Reserve System,  and those
shares redeemed will not  be entitled to that  day's dividend. A daily  dividend
will be paid on shares redeemed if the redemption request is received after 3:00
p.m.  (Eastern time).  However, the proceeds  are not wired  until the following
business day. Under  limited circumstances,  arrangements may be  made with  the
distributor  for same-day payment of proceeds,  without that day's dividend, for
redemption requests received before 3:00 p.m. (Eastern time).

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

ACCOUNTS WITH LOW BALANCES

Due  to the high  cost of maintaining  accounts with low  balances, the Fund may
redeem shares in  any account and  pay the  proceeds to the  shareholder if  the
account  balance  falls  below  a  required minimum  value  of  $25,000,  or the
aggregate investment  in Federated  Funds falls  below the  required minimum  of
$200,000,000 to be maintained from and after twelve months from account opening,
due to shareholder redemptions.

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

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

VOTING RIGHTS

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

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

                                       10

As  of October 28, 1994, Midland Corporate, Clearwater, Florida, owned 53.76% of
the voting securities of the Institutional Service Shares, and, therefore,  may,
for  certain purposes, be deemed to control the  class and be able to affect the
outcome of certain matters presented for a vote of shareholders.

MASSACHUSETTS PARTNERSHIP LAW

Under certain  circumstances,  shareholders may  be  held personally  liable  as
partners  under Massachusetts law  for obligations of the  Trust. To protect its
shareholders, the  Trust  has  filed legal  documents  with  Massachusetts  that
expressly  disclaim the liability of its shareholders for acts or obligations of
the Trust. These documents require notice of this disclaimer to be given in each
agreement, obligation, or  instrument the Trust  or its Trustees  enter into  or
sign.

In  the unlikely event a  shareholder is held personally  liable for the Trust's
obligations, the  Trust is  required by  the  Declaration of  Trust to  use  its
property  to protect or  compensate the shareholder. On  request, the Trust will
defend any claim made and pay any judgment against a shareholder for any act  or
obligation of the Trust. Therefore, financial loss resulting from liability as a
shareholder  will occur only if the Trust  itself cannot meet its obligations to
indemnify shareholders and pay judgments against them.

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

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet  requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive  the special tax treatment afforded to  such companies. The Fund will be
treated as a  single, separate entity  for federal income  tax purposes so  that
income  (including  capital  gains) and  losses  realized by  the  Trust's other
portfolios will not  be combined  for tax purposes  with those  realized by  the
Fund.

Unless  otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions  received. This applies whether  dividends
and distributions are received in cash or as additional shares.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

In the opinion of Houston, Houston, & Donnelly, counsel to the Trust:

    - the  Fund is  not subject to  Pennsylvania corporate  or personal property
      taxes; and

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

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

                                       11

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

From  time  to time,  the  Fund advertises  its  yield and  effective  yield for
Institutional Service Shares.

Yield represents the annualized  rate of income earned  on an investment over  a
seven-day  period. It is the annualized dividends earned during the period on an
investment shown  as a  percentage of  the investment.  The effective  yield  is
calculated  similarly to the yield, but when annualized, the income earned by an
investment is  assumed to  be  reinvested daily.  The  effective yield  will  be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment.

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

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

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

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

The Fund also offers the following class.

Institutional Shares are sold at net asset value primarily to accounts for which
financial institutions act in  an agency or  fiduciary capacity. Investments  in
Institutional  Shares are  subject to a  minimum initial  investment of $25,000.
Institutional Shares are currently accruing no shareholder services fee.

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

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

                                       12

TREASURY OBLIGATIONS FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The  following  table  has  been  audited by  Arthur  Andersen  LLP,  the Fund's
independent public accountants. Their report,  dated September 15, 1994, on  the
Fund's  financial  statements for  the  year ended  July  31, 1994,  and  on the
following table for  each of the  periods presented, is  included in the  Annual
Report,  which  is  incorporated by  reference.  This  table should  be  read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                                      YEAR ENDED JULY 31,
                                                                   ----------------------------------------------------------
<S>                                                                <C>         <C>         <C>         <C>         <C>
                                                                      1994        1993        1992        1991       1990*
- -----------------------------------------------------------------  ----------  ----------  ----------  ----------  ----------
NET ASSET VALUE, BEGINNING OF PERIOD                                   $1.00       $1.00       $1.00       $1.00        $1.00
- -----------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------------------
  Net investment income                                                 0.03        0.03        0.05        0.07         0.04
- -----------------------------------------------------------------
LESS DISTRIBUTIONS
- -----------------------------------------------------------------
  Dividends to shareholders from net investment income                 (0.03)      (0.03)      (0.05)      (0.07)       (0.04)
- -----------------------------------------------------------------  ----------  ----------  ----------  ----------  ----------
NET ASSET VALUE, END OF PERIOD                                         $1.00       $1.00       $1.00       $1.00        $1.00
- -----------------------------------------------------------------  ----------  ----------  ----------  ----------  ----------
TOTAL RETURN**                                                          3.35%       3.15%       4.61%       7.11%        5.09%
- -----------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------------------
  Expenses                                                              0.20%       0.20%       0.20%       0.20%
0.20%(b)
- -----------------------------------------------------------------
  Net investment income                                                 3.29%       3.11%       4.49%       6.65%
8.16%(b)
- -----------------------------------------------------------------
  Expense waiver/reimbursement (a)                                      0.10%       0.07%       0.08%       0.09%
0.15%(b)
- -----------------------------------------------------------------
SUPPLEMENTAL DATA
  Net assets, end of period (000 omitted)                          $2,582,975  $2,532,482  $2,432,037  $1,678,880    $576,048
- -----------------------------------------------------------------
<FN>

  * Reflects operations for the period from  February 23, 1990 (date of  initial
    public investment) to July 31, 1990.

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

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

(b) Computed on an annualized basis.
</TABLE>

                                       13

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

<TABLE>
<S>                                                              <C>
Treasury Obligations Fund
              Institutional Service Shares                       Federated Investors Tower
                                                                 Pittsburgh, PA 15222-3779
- -------------------------------------------------------------------------------------------

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

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

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

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

Legal Counsel
              Houston, Houston & Donnelly                        2510 Centre City Tower
                                                                 Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------

Legal Counsel
              Dickstein, Shapiro & Morin, L.L.P.                 2101 L Street, N.W.
                                                                 Washington, DC 20037
- -------------------------------------------------------------------------------------------

Independent Public Accountants
              Arthur Andersen LLP                                2100 One PPG Place
                                                                 Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------
</TABLE>

                                       14

- --------------------------------------------------------------------------------
                                  TREASURY OBLIGATIONS FUND
                                  INSTITUTIONAL SERVICE SHARES

                                           PROSPECTUS

                                           A Diversified Portfolio of
                                           Money Market Obligations Trust,
                                           an Open-End Management
                                           Investment Company

                                           Prospectus dated November 30,
                                           1994

[LOGO] FEDERATED SECURITIES CORP.
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           60934N872
           9110208A-SS (11/94)             [RECYCLED PAPER SYMBOL]

                                
                                
                                
                    Treasury Obligations Fund
                                
         (A Portfolio of Money Market Obligations Trust)
                      Institutional Shares
                  Institutional Service Shares
               Statement of Additional Information
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
   This Statement of Additional Information should be read with
   the prospectus(es) of Treasury Obligations Fund (the
   "Fund"), a portfolio of Money Market Obligations Trust (the
   "Trust"), dated November 30, 1994.  This Statement is not a
   prospectus.  To receive a copy of a prospectus, write or
   call the Fund.
   
   Federated Investors Tower
   Pittsburgh, Pennsylvania 15222-3779
   
                Statement dated November 30, 1994
                                
   
Federated Securities
Corp.
Distributor
A subsidiary of Federated Investors
Investment Policies          1
 When-Issued and Delayed
  Delivery Transactions     1
 Repurchase Agreements      1
 Lending of Portfolio
  Securities                1
Investment Limitations       1
Brokerage Transactions       3
Money Market Obligations
Trust Management             3
 Officers and Trustees      3
 The Funds                  6
 Fund Ownership             7
 Trustee Liability          7
Investment Advisory
Services                     7
 Investment Adviser         7
 Advisory Fees              7
 Administrative Services    8
 Custodian                  8
 Transfer Agent and Portfolio
  Recordkeeper              8
Shareholder Services Plan    8
Determining Net Asset
Value                        8
Redemption in Kind           9
The Fund's Tax Status        9
Performance Information      9
 Yield                      9
 Effective Yield            9
 Total Return               9
 Performance Comparisons   10
Financial Statements        10
Investment Policies
Unless indicated otherwise, the policies described below may be
changed by the Trustees without shareholder approval.
Shareholders will be notified before any material change in these
policies becomes effective.
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
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.
Lending of Portfolio Securities
The collateral received when the Fund lends portfolio securities
must be valued daily and, should the market value of the loaned
securities increase, the borrower must furnish additional
collateral to the Fund. During the time portfolio securities are
on loan, the borrower pays the Fund any dividends or interest
paid on such securities.  Loans are subject to termination at the
option of the Fund or the borrower.  The Fund may pay reasonable
administrative and custodial fees in connection with a loan and
may pay a negotiated portion of the interest earned on the cash
or equivalent collateral to the borrower or placing broker.
Investment Limitations
Selling Short and Buying on Margin
The Fund will not sell any securities short or purchase any
securities on margin but may obtain such short-term credits as
are necessary for clearance of transactions.
Issuing Senior Securities and Borrowing Money
The Fund will not issue senior securities except that the Fund
may borrow money in amounts up to one-third of the value of its
total assets, including the amounts borrowed.
The Fund will not borrow money for investment leverage, but
rather as a temporary, extraordinary, or emergency measure or to
facilitate management of the portfolio by enabling the Fund to
meet redemption requests when the liquidation of portfolio
securities is deemed to be inconvenient or disadvantageous.  The
Fund will not purchase any securities while borrowings in excess
of 5% of the value of its total assets are outstanding.
Pledging Assets
The Fund will not mortgage, pledge, or hypothecate any assets
except as necessary to secure permitted borrowings.  In those
cases, it may pledge assets having a market value not exceeding
the lesser of the dollar amounts borrowed or 15% of the value of
total assets of the Fund at the time of the pledge.
Lending Cash or Securities
The Fund will not lend any of its assets, except portfolio
securities.  This shall not prevent the Fund from purchasing or
holding bonds, debentures, notes, certificates of indebtedness or
other debt securities, entering into repurchase agreements, or
engaging in transactions where permitted by its investment
objective, policies, and limitations or Declaration of Trust.
Investing in Commodities
The Fund  will not purchase or sell commodities, commodity
contracts, or commodity futures contracts.
Investing in Real Estate
The Fund will not purchase or sell real estate, including limited
partnership interests.
Underwriting
The Fund will not underwrite any issue of securities, except as
it may be deemed to be an underwriter under the Securities Act of
1933 in connection with the sale of securities in accordance with
its investment objective, policies, and limitations.
Concentration of Investments
The Fund will not invest 25% or more of the value of its total
assets in any one industry, except that the Fund may invest 25%
or more of the value of its total assets in cash, cash items, or
securities issued or guaranteed by the government of the United
States or its agencies, or instrumentalities and repurchase
agreement collateralized by such U.S. government securities.
Diversification of Investments
With respect to securities comprising 75% of the value of its
total assets, the Fund will not purchase securities of any one
issuer (other than cash, cash items, or securities issued or
guaranteed by the government of the United States or its agencies
or instrumentalities and repurchase agreements collateralized by
such U.S. government securities) if as a result more than 5% of
the value of its total assets would be invested in the securities
of that issuer, or if it would own more than 10% of the
outstanding voting securities of that issuer.
The above limitations cannot be changed without shareholder
approval.  The following investment limitations, however, may be
changed by the Trustees without shareholder approval.
Shareholders will be notified before any material change in these
limitations becomes effective.
Investing in Illiquid Securities
The Fund will not invest more than 10% of the value of its net
assets in illiquid securities.
Investing in Securities of Other Investment Companies
The Fund will not purchase securities of other investment
companies, except as part of a merger, consolidation, or other
acquisition.
Investing in New Issuers
The Fund will not invest more than 5% of the value of its total
assets in securities of issuers which have records of less than
three years of continuous operations, including the operation of
any predecessor.
Investing for Control
The Fund will not invest in securities of a company for the
purpose of exercising control or management.
Investing in Issuers Whose Securities are Owned by Officers of
the Trust
The Fund will not purchase or retain the securities of any issuer
if the Officers and Trustees of the Trust or the Fund's
investment adviser owning individually more than .50 of 1% of the
issuer's securities together own more than 5% of the issuer's
securities.
Investing in Options
The Fund will not invest in puts, calls, straddles, spreads, or
any combination of them.
Investing in Minerals
The Fund will not purchase or sell interests in oil, gas, or
other mineral exploration or development programs or leases,
although it may purchase the securities of issuers which invest
in or sponsor such programs.
For purposes of the above limitations, the Fund considers
certificates of deposit and demand and time deposits issued by a
U.S. branch of a domestic bank or savings and loan having
capital, surplus, and undivided profits in excess of $100,000,000
at the time of investment to be "cash items."  Except with
respect to borrowing money, if a percentage limitation is adhered
to at the time of investment, a later increase or decrease in
percentage resulting from any change in value or net assets will
not result in a violation of such limitation.
The Fund did not borrow money or pledge securities in excess of
5% of the value of its net assets during the last fiscal year and
has no present intent to do so during the coming fiscal year.
Brokerage Transactions
When selecting brokers and dealers to handle the purchase and
sale of portfolio instruments, the adviser looks for prompt
execution of the order at a favorable price.  In working with
dealers, the adviser will generally use those who are recognized
dealers in specific portfolio instruments, except when a better
price and execution of the order can be obtained elsewhere.  The
adviser makes decisions on portfolio transactions and selects
brokers and dealers subject to guidelines established by the
Board of Trustees.  The adviser may select brokers and dealers
who offer brokerage and research services.  These services may be
furnished directly to the Fund or to the adviser and may include:
advice as to the advisability of investing in securities;
security analysis and reports; economic studies; industry
studies; receipt of quotations for portfolio evaluations; and
similar services.  Research services provided by brokers and
dealers may be used by the adviser or its affiliates in advising
the Trust and other accounts.  To the extent that receipt of
these services may supplant services for which the adviser or its
affiliates might otherwise have paid, it would tend to reduce
their expenses.  The adviser and its affiliates exercise
reasonable business judgment in selecting brokers who offer
brokerage and research services to execute securities
transactions.  They determine in good faith that commissions
charged by such persons are reasonable in relationship to the
value of the brokerage and research services provided.  During
the fiscal year(s) ended July 31, 1994, 1993, and 1992, the Fund
paid no brokerage commissions.
Although investment decisions for the Fund are made independently
from those of the other accounts managed by the adviser,
investments of the type the Fund may make may also be made by
those other accounts.  When the Fund and one or more other
accounts managed by the adviser are prepared to invest in, or
desire to dispose of, the same security, available investments or
opportunities for sales will be allocated in a manner believed by
the adviser to be equitable to each.  In some cases, this
procedure may adversely affect the price paid or received by the
Fund or the size of the position obtained or disposed of by the
Fund.  In other cases, however, it is believed that coordination
and the ability to participate in volume transactions will be to
the benefit of the Fund.
Money Market Obligations Trust Management
Officers and Trustees
Officers and Trustees are listed with their addresses, principal
occupations, and present positions.


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

Chairman and Trustee

Chairman  and Trustee, Federated Investors, Federated  Advisers,
Federated  Management,  and  Federated  Research;  Chairman  and
Director, Federated Research Corp.; Chairman, Passport Research,
Ltd.; Director, AEtna Life and Casualty Company; Chief Executive
Officer  and Director, Trustee, or Managing General  Partner  of
the Funds.  Mr. Donahue is the father of J. Christopher Donahue,
President and Trustee of the Trust.


Thomas G. Bigley
28th Floor, One Oxford Center
Pittsburgh, PA

Trustee

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


John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL

Trustee

President,  Investment  Properties  Corporation;  Senior   Vice-
President,   John  R.  Wood  and  Associates,  Inc.,   Realtors;
President, Northgate Village Development Corporation; Partner or
Trustee  in  private real estate ventures in Southwest  Florida;
Director,  Trustee, or Managing General Partner  of  the  Funds;
formerly, President, Naples Property Management, Inc.


William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA

Trustee

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


J. Christopher Donahue *
Federated Investors Tower
Pittsburgh, PA

President and Trustee

President  and Trustee, Federated Investors, Federated  Advisers,
Federated  Management,  and  Federated  Research;  President  and
Director, Federated Research Corp.; President, Passport Research,
Ltd.;   Trustee,  Federated  Administrative  Services,  Federated
Services  Company, and Federated Shareholder Services;  President
or  Vice  President of the Funds; Director, Trustee, or  Managing
General Partner of some of the Funds. Mr. Donahue is the  son  of
John F. Donahue, Chairman and Trustee of the Trust.


James E. Dowd
571 Hayward Mill Road
Concord, MA

Trustee

Attorney-at-law;  Director,  The  Emerging  Germany  Fund,  Inc.;
Director,  Trustee,  or Managing General Partner  of  the  Funds;
formerly, Director, Blue Cross of Massachusetts, Inc.


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

Trustee

Hematologist,   Oncologist,  and  Internist,   Presbyterian   and
Montefiore   Hospitals;  Professor  of  Medicine   and   Trustee,
University   of   Pittsburgh;  Director  of   Corporate   Health,
University  of Pittsburgh Medical Center; Director,  Trustee,  or
Managing General Partner of the Funds.


Edward L. Flaherty, Jr.@
5916 Penn Mall
Pittsburgh, PA

Trustee

Attorney-at-law;  Partner,  Meyer and Flaherty;  Director,  Eat'N
Park  Restaurants, Inc., and Statewide Settlement  Agency,  Inc.;
Director,  Trustee,  or Managing General Partner  of  the  Funds;
formerly, Counsel, Horizon Financial, F.A., Western Region.


Peter E. Madden
225 Franklin Street
Boston, MA

Trustee

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


Gregor F. Meyer
5916 Penn Mall
Pittsburgh, PA

Trustee

Attorney-at-law;   Partner,   Meyer   and   Flaherty;   Chairman,
Meritcare,   Inc.;   Director,  Eat'N  Park  Restaurants,   Inc.;
Director,  Trustee,  or Managing General Partner  of  the  Funds;
formerly, Vice Chairman, Horizon Financial, F.A.


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA

Trustee

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


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA

Trustee

Public  relations/marketing consultant;  Director,  Trustee,  or
Managing General Partner of the Funds.


Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA

Vice President

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


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA

Vice President and Treasurer

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


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA

Vice President and Secretary

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

*                   This Trustee is deemed to be an "interested
 person" of the Trust as defined in the Investment Company Act
 of 1940, as amended.
@                   Member of the Trust's  Executive Committee.
 The Executive Committee of the Board of Trustees handles the
 responsibilities of the Board of Trustees  between meetings of
 the Board.
The Funds
As referred to in the list of Trustees and Officers, "Funds"
includes the following investment companies:  American Leaders
Fund, Inc.; Annuity Management Series; Arrow Funds; Automated
Cash Management Trust; Automated Government Money Trust;
California Municipal Cash Trust; Cash Trust Series II; Cash Trust
Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily
Passport Cash Trust; Federated ARMs Fund; Federated Exchange
Fund, Ltd.; Federated GNMA Trust; Federated Government Trust;
Federated Growth Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index
Trust; Federated Institutional Trust; Federated Intermediate
Government Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Intermediate Government Trust;  Federated
Short-Term U.S. Government Trust; Federated Stock Trust;
Federated Tax-Free Trust; Federated U.S. Government Bond Fund;
First Priority Funds; Fixed Income Securities, Inc.; Fortress
Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal
Income Fund, Inc.; Fortress Utility Fund, Inc.; Fund for U.S.
Government Securities, Inc.; Government Income Securities, Inc.;
High Yield Cash Trust; Insight Institutional Series, Inc.;
Insurance Management Series; Intermediate Municipal Trust;
International Series, Inc.; Investment Series Funds, Inc.;
Investment Series Trust; Liberty Equity Income Fund, Inc.;
Liberty High Income Bond Fund, Inc.; Liberty Municipal Securities
Fund, Inc.; Liberty U.S. Government Money Market Trust; Liberty
Term Trust, Inc. - 1999; Liberty Utility Fund, Inc.; Liquid Cash
Trust; Managed Series Trust; The Medalist Funds: Money Market
Management, Inc.; Money Market Obligations Trust; Money Market
Trust; Municipal Securities Income Trust; New York Municipal Cash
Trust; 111 Corcoran Funds; Peachtree Funds; The Planters Funds;
Portage Funds; RIMCO Monument Funds; The Shawmut Funds; Short-
Term Municipal Trust; Star Funds; The Starburst Funds; The
Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst Funds;
Targeted Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For Government
Cash Reserves; Trust for Short-Term U.S. Government Securities;
Trust for U.S. Treasury Obligations; World Investment Series,
Inc.
Fund Ownership
Officers and Trustees own less than 1% of the Fund's outstanding
shares.
As of October 28, 1994, the following shareholder(s) of record
owned 5% or more of the outstanding Institutional Shares of the
Fund:  Firstier Bank, NA, Lincoln, Omaha, Nebraska, owned
approximately 275,183,089 shares (9.60%); Shawmut Bank NA,
Boston, Massachusetts, owned approximately 548,334,124 shares
(19.13%); Com II, Jersey City, New Jersey, owned approximately
202,211,530 shares (7.05%); First Union National Bank, Charlotte,
North Carolina, owned approximately 162,159,927 shares (5.66%);
and Var & Co., St. Paul, Minnesota, owned approximately
458,609,222 shares (15.99%).
As of October 28, 1994, the following shareholder(s) of record
owned 5% or more of the outstanding Institutional Service Shares
of the Fund:  Peoples Bank, Bridgeport, Connecticut, owned
approximately 3,592,750 shares (15.55%); Bank of America, Austin,
Texas, owned approximately 1,800,381 shares (7.79%); and Midland
Corporate, Clearwater, Florida, owned approximately 12,422,697
shares (53.76%).
Trustee Liability
The Declaration of Trust provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law.
However, they are not protected against any liability to which
they would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of their office.
Investment Advisory Services
Investment Adviser
The Fund's investment adviser is Federated Management.  It is a
subsidiary of Federated Investors.  All the voting securities of
Federated Investors are owned by a trust, the trustees of which
are John F. Donahue, his wife and his son, J. Christopher
Donahue.
The adviser shall not be liable to Trust, the Fund, or any
shareholder of the Fund for any losses that may be sustained in
the purchase, holding, or sale of any security or for anything
done or omitted by it, except acts or omissions involving willful
misfeasance, bad faith, gross negligence, or reckless disregard
of the duties imposed upon it by its contract with the Trust.
Advisory Fees
For its advisory services, Federated Management receives an
annual investment advisory fee as described in the prospectus.
For the fiscal years ended July 31, 1994, 1993, and 1992, the
adviser earned $4,939,384, $4,563,447, and $4,375,739,
respectively, of which $2,435,439, $1,647,164, and $1,711,388,
respectively, were voluntarily waived.
  State Expense Limitations
     The adviser has undertaken to comply with the expense
     limitations established by certain states for investment
     companies whose shares are registered for sale in those
     states.  If the Fund's normal operating expenses (including
     the investment advisory fee, but not including brokerage
     commissions, interest, taxes, and extraordinary expenses)
     exceed 2-1/2% per year of the first $30 million of average
     net assets, 2% per year of the next $70 million of average
     net assets, and 1-1/2% per year of the remaining average net
     assets, the adviser will reimburse the Fund for its expenses
     over the limitation.
     If the Fund's monthly projected operating expenses exceed
     this limitation, the investment advisory fee paid will be
     reduced by the amount of the excess, subject to an annual
     adjustment.  If the expense limitation is exceeded, the
     amount to be reimbursed by the adviser will be limited, in
     any single fiscal year, by the amount of the investment
     advisory fees.
     This arrangement is not part of the advisory contract and
     may be amended or rescinded in the future.
Fund Administration
Administrative Services
Federated Administrative Services, a subsidiary of Federated
Investors, provides administrative personnel and services to the
Fund for a fee as described in the prospectus.  Prior to March 1,
1994, Federated Administrative Services, Inc., also a subsidiary
of Federated Investors, served as the Fund's administrator.  (For
purposes of this Statement of Additional Information, Federated
Administrative Services and Federated Administrative Services,
Inc., may hereinafter collectively be referred to as the
"Administrators.")  For the fiscal year ended July 31, 1994, the
Administrators collectively earned $1,380,769.  For the fiscal
years ended July 31, 1993 and 1992, Federated Administrative
Services, Inc., earned $770,936 and $660,557, respectively.  Dr.
Henry J. Gailliot, an officer of Federated Management, the
adviser to the Fund, holds approximately  20% of the outstanding
common stock and serves as a director of Commercial Data
Services, Inc., a company which provides computer processing
services to Federated Administrative Services, Inc. and Federated
Administrative Services.
Custodian
State Street Bank and Trust Company, Boston, MA, is custodian for
the securities and cash of the Fund.
Transfer Agent and Portfolio Recordkeeper
Federated  Services Company, Pittsburgh, PA, serves  as  transfer
agent  and dividend disbursing agent for the Fund.  The fee  paid
to  the transfer agent is based upon the size, type and number of
accounts and transactions made by shareholders.
Federated  Services Company also maintains the Trust's accounting
records.   The fee paid for this service is based upon the  level
of  the  Fund's  average net assets for the period  plus  out-of-
pocket expenses.
Shareholder Services Plan
This arrangement permits the payment of fees to Federated
Shareholder Services and, indirectly to financial institutions to
cause services to be provided to shareholders by a representative
who has knowledge of the shareholder's particular circumstances
and goals.  These activities and services may include, but are
not limited to, 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.
For the period from July 5, 1994 (date of initial public
offering), to July 31, 1994, payments in the amount of $532 were
made pursuant to the Shareholder Services Plan on behalf of the
Institutional Service Shares.  In addition, for the period from
March 1, 1994 through July 5, 1994, payments in the amount of
$393,605 were made on behalf of the Institutional Shares.
Determining Net Asset Value
The Trustees have decided that the best method for determining
the value of portfolio instruments is amortized cost. Under this
method, portfolio instruments are valued at the acquisition cost
as adjusted for amortization of premium or accumulation of
discount rather than at current market value. Accordingly,
neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the
portfolio. In periods of declining interest rates, the indicated
daily yield on shares of the Fund computed by dividing the
annualized daily income on the Fund's portfolio by the net asset
value computed as above may tend to be higher than a similar
computation made by using a method of valuation based upon market
prices and estimates. In periods of rising interest rates, the
opposite may be true.
The Fund's use of the amortized cost method of valuing portfolio
instruments depends on its compliance with certain conditions in
Rule 2a-7 (the "Rule") promulgated by the Securities and Exchange
Commission under the Investment Company Act of 1940. Under the
Rule, the Trustees must establish procedures reasonably designed
to stabilize the net asset value per share, as computed for
purposes of distribution and redemption, at $1.00 per share,
taking into account current market conditions and the Fund's
investment objective. The procedures include monitoring the
relationship between the amortized cost value per share and the
net asset value per share based upon available indications of
market value. The Trustees will decide what, if any, steps should
be taken if there is a difference of more than 0.5 of 1% between
the two values. The Trustees will take any steps they consider
appropriate (such as redemption in kind or shortening the average
portfolio maturity) to minimize any material dilution or other
unfair results arising from differences between the two methods
of determining net asset value.
Redemption in Kind
The Fund is obligated to redeem shares solely in cash up to
$250,000 or 1% of the Fund's net asset value, whichever is less,
for any one shareholder within a 90-day period.  Any redemption
beyond this amount will also be in cash unless the Trustees
determine that further payments should be in kind.  In such
cases, the Fund will pay all or a portion of the remainder of the
redemption in portfolio instruments valued in the same way as the
Fund determines net asset value. The portfolio instruments will
be selected in a manner that the Trustees deem fair and
equitable.  Redemption in kind is not as liquid as a cash
redemption.  If redemption is made in kind, shareholders who sell
these securities could receive less than the redemption value and
could incur certain transaction costs.
The Fund's Tax Status
To qualify for the special tax treatment afforded to regulated
investment companies, the Fund must, among other  requirements:
derive at least 90% of its gross income from dividends, interest,
and gains from the sale of securities; derive less than 30% of
its gross income from the sale of securities held less than three
months; invest in securities within certain statutory limits; and
distribute to its shareholders at least 90% of its net income
earned during the year.
Performance Information
Performance depends upon such variables as: portfolio quality;
average portfolio maturity; type of instruments in which the
portfolio is invested; changes in interest rates; changes in
expenses; and the relative amount of cash flow. To the extent
that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an
investment in shares of the Fund, the performance will be reduced
for those shareholders paying those fees.
Yield
The yield is calculated based upon the seven days ending on the
day of the calculation, called the "base period." This yield is
computed by: determining the net change in the value of a
hypothetical account with a balance of one share at the beginning
of the base period, with the net change excluding capital changes
but including the value of any additional shares purchased with
dividends earned from the original one share and all dividends
declared on the original and any purchased shares; dividing the
net change in the account's value by the value of the account at
the beginning of the base period to determine the base period
return; and multiplying the base period return by 365/7.
For the seven-day period ended July 31, 1994, the yield for
Institutional Shares was 4.10% and Institutional Service Shares
was 3.87%.
Effective Yield
The effective yield is calculated by compounding the unannualized
base period return by: adding 1 to the base period return;
raising the sum to the 365/7th power; and subtracting 1 from the
result.
For the seven-day period ended July 31, 1994, the effective yield
for Institutional Shares was 4.18% and Institutional Service
Shares was 3.95%.
Total Return
Average annual total return is the average compounded rate of
return for a given period that would equate a $1,000 initial
investment to the ending redeemable value of that investment.
The ending redeemable value is compounded by multiplying the
number of shares owned at the end of the period by the net asset
value per share at the end of the period.  The number of shares
owned at the end of the period is based on the number of shares
purchased at the beginnning of the period with $1,000, adjusted
over the period by any additional shares, assuming the monthly
reinvestment of all dividends and distributions.
Cumulative total return reflects the total performance over a
specific period of time.  For the period from July 5, 1994 (date
of initial public offering) through July 31, 1994, the cumulative
total return for Institutional Service Shares was 0.29%.  This
total return is representative of less than one  month of
activity since the date of initial public offering.
Prior to the creation of separate classes of shares, for the one-
year period ended July 31, 1994, and for the period from December
12, 1989 (start of performance) through July 31, 1994, the
average annual total returns were 3.35% and 5.02%, respectively,
for Institutional Shares.
Performance Comparisons
Investors may use financial publications and/or indices to obtain
a more complete view of the Fund's performance. When comparing
performance, investors should consider all relevant factors such
as the composition of any index used, prevailing market
conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute net asset value.
The financial publications and/or indices which the Fund uses in
advertising may include:
   oLipper 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.
   oDonoghue'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.
   oMoney, a monthly magazine, regularly ranks money market
     funds in various categories based on the latest available
     seven-day effective yield.
   oSalomon 30-Day CD Index compares rate levels of 30-day
     certificates of deposit from the top ten prime
     representative banks.
   oSalomon 30-Day Treasury Bill Index is a weekly quote of the
     most representative yields for selected securities, issued
     by the U.S. Treasury, maturing in 30 days.
   oDiscount Corporation of New York 30-Day Federal Agencies  is
     a weekly quote of the average daily offering price for
     selected federal agency issues maturing in 30 days.
Financial Statements
The financial statements for the fiscal year ended July 31, 1994,
are incorporated herein by reference to the Fund's Annual Report
dated July 31, 1994 (File No. 811-5950).  A copy of the Annual
Report may be obtained without charge by contacting the Fund at
the address located on the back cover of the prospectus.











                                                               60934N500
                                                               60934N872
                                                        9110208B (11/94)

- --------------------------------------------------------------------------------
    TAX-FREE OBLIGATIONS FUND
    (A PORTFOLIO OF MONEY MARKET OBLIGATIONS TRUST)
     INSTITUTIONAL SHARES
     PROSPECTUS

     The  Institutional Shares  of Tax-Free  Obligations Fund  (the "Fund")
     offered by  this  prospectus  represent  interests  in  a  diversified
     portfolio of Money Market Obligations Trust (the "Trust"), an open-end
     management  investment company  (a mutual  fund). The  Fund invests in
     municipal securities to  provide dividend income  exempt from  federal
     regular income tax consistent with stability of principal.

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

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

     The Fund has also  filed a Statement  of Additional Information  dated
     November  30, 1994, with  the Securities and  Exchange Commission. The
     information contained in  the Statement of  Additional Information  is
     incorporated by reference into this prospectus. You may request a copy
     of  the Statement of Additional Information  free of charge by calling
     1-800-235-4669. To obtain other  information, or make inquiries  about
     the  Fund, contact the Fund at the  address listed in the back of this
     prospectus.

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

     Prospectus dated November 30, 1994

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

<TABLE>
<S>                                       <C>
SUMMARY OF FUND EXPENSES                          1
- ---------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SHARES                                          2
- ---------------------------------------------------
GENERAL INFORMATION                               3
- ---------------------------------------------------
INVESTMENT INFORMATION                            3
- ---------------------------------------------------
  Investment Objective                            3
  Investment Policies                             3
  Municipal Securities                            6
  Investment Risks                                7
  Investment Limitations                          7
  Regulatory Compliance                           7

TRUST INFORMATION                                 8
- ---------------------------------------------------
  Management of the Trust                         8
  Distribution of Shares                          8
  Administration of the Fund                      9
  Expenses of the Fund and Institutional
    Shares                                        9
NET ASSET VALUE                                  10
- ---------------------------------------------------
INVESTING IN THE FUND                            10
- ---------------------------------------------------
  Share Purchases                                10
  Minimum Investment Required                    11
  Subaccounting Services                         11
  Certificates and Confirmations                 11
  Dividends                                      11
  Capital Gains                                  12

REDEEMING SHARES                                 12
- ---------------------------------------------------
  By Mail                                        12
  Telephone Redemption                           13
  Accounts with Low Balances                     13

SHAREHOLDER INFORMATION                          13
- ---------------------------------------------------
  Voting Rights                                  13
  Massachusetts Partnership Law                  14

TAX INFORMATION                                  14
- ---------------------------------------------------
  Federal Income Tax                             14
  Pennsylvania Corporate and Personal
    Property Taxes                               15

PERFORMANCE INFORMATION                          15
- ---------------------------------------------------
OTHER CLASSES OF SHARES                          15
- ---------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SERVICE SHARES                                 17
- ---------------------------------------------------
ADDRESSES                                        18
- ---------------------------------------------------
</TABLE>

                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                       INSTITUTIONAL SHARES
                                 SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                      <C>        <C>
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price).............................................................         None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)............       None
Contingent Deferred Sales Charge (as a percentage of original purchase price
  or redemption proceeds, as applicable)..........................................................         None
Redemption Fee (as a percentage of amount redeemed, if applicable)................................         None
Exchange Fee......................................................................................         None

<CAPTION>

                          ANNUAL INSTITUTIONAL SHARES OPERATING EXPENSES
                             (As a percentage of average net assets)
<S>                                                                                      <C>        <C>
Management Fee (after waiver) (1).................................................................        0.07%
12b-1 Fee.........................................................................................     None
Total Other Expenses..............................................................................        0.13%
  Shareholder Services Fee (2).........................................................      0.00%
        Total Institutional Shares Operating Expenses (3).........................................        0.20%
<FN>
(1)  The  management fee has been  reduced to reflect the  voluntary waiver of a
     portion of the  management fee.  The adviser can  terminate this  voluntary
     waiver  at any time at  its sole discretion. The  maximum management fee is
     0.20%.
(2)  The maximum shareholder services fee is 0.25%.
(3)  The Total Institutional Shares  Operating Expenses in  the table above  are
     based on expenses expected during the fiscal year ending July 31, 1995. The
     Total  Institutional Shares  Operating Expenses  were 0.20%  for the fiscal
     year ended July 31, 1994, and were  0.35% absent the voluntary waiver of  a
     portion of the management fee.
</TABLE>

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

<TABLE>
<CAPTION>
EXAMPLE                                                             1 YEAR     3 YEARS    5 YEARS   10 YEARS
- -----------------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                                <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return and (2) redemption at the end
of each time period..............................................     $2         $6         $11        $26
</TABLE>

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

    The information set forth in the foregoing table and example relates only to
Institutional  Shares of the Fund. The Fund  also offers another class of shares
called Institutional  Service  Shares. Institutional  Shares  and  Institutional
Service  Shares are subject to certain of  the same expenses. See "Other Classes
of Shares."

                                       1

TAX-FREE OBLIGATIONS FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following  table  has  been  audited by  Arthur  Andersen  LLP,  the  Fund's
independent  public accountants. Their  report dated September  15, 1994, on the
Fund's financial  statements  for the  year  ended July  31,  1994, and  on  the
following  table for each  of the periods  presented, is included  in the Annual
Report, which  is  incorporated by  reference.  This  table should  be  read  in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                               YEAR ENDED JULY 31,
                                                              -----------------------------------------------------
                                                                1994       1993       1992       1991       1990*
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
<S>                                                           <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING
OF PERIOD                                                        $1.00      $1.00      $1.00      $1.00    $1.00
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------
  Net investment income                                           0.02       0.03       0.04       0.05     0.04
- ------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------
  Dividends to shareholders from net investment income           (0.02)     (0.03)     (0.04)     (0.05)   (0.04)
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                   $1.00      $1.00      $1.00      $1.00    $1.00
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
                                                              ---------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                                    2.45%      2.54%      3.73%      5.13%    3.70%
- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------
  Expenses                                                        0.20%      0.20%      0.20%      0.20%    0.20%  (b)
- ------------------------------------------------------------
  Net investment income                                           2.41%      2.49%      3.58%      4.93%    5.75%  (b)
- ------------------------------------------------------------
  Expense waiver/reimbursement (a)                                0.15%      0.14%      0.17%      0.26%    0.21%  (b)
- ------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------
  Net assets, end of period
  (000 omitted)                                                $789,755   $454,119   $308,855   $165,669  $145,552
- ------------------------------------------------------------

<FN>

  * Reflects  operations for the period from  December 12, 1989 (date of initial
    public investment) to July 31, 1990.

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

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

(b) Computed on an annualized basis.
</TABLE>

                                       2

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

The Trust was established as a Massachusetts business trust under a  Declaration
of  Trust dated October 3,  1988. The Declaration of  Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios  of securities.  The  shares in  any  one portfolio  may  be
offered  in separate classes. With  respect to the Fund, as  of the date of this
prospectus, the  Trustees  have  established  two classes  of  shares  known  as
Institutional  Shares and Institutional Service  Shares. This prospectus relates
only to  Institutional Shares  of the  Fund, which  are designed  primarily  for
financial  institutions as a  convenient means of accumulating  an interest in a
professionally managed, diversified portfolio investing primarily in  short-term
municipal  securities. The Fund may not  be a suitable investment for retirement
plans since it invests in municipal securities. A minimum initial investment  of
$25,000 is required.

Eligibility   for  investment  in  the  Fund  is  contingent  upon  an  investor
accumulating and maintaining a minimum  aggregate investment of $200,000,000  in
Federated  funds within a twelve-month period. For this purpose, (1) an investor
is defined as  a financial  institution or its  collective customers,  including
affiliate  financial  institutions  and  their  collective  customers,  or other
institutions that are determined to  qualify by Federated Securities Corp.,  and
(2)  Federated funds are  those mutual funds which  are distributed by Federated
Securities Corp. or  are advised by  or administered by  investment advisers  or
administrators  affiliated with Federated  Securities Corp. ("Federated Funds").
An investor's minimum investment  will be calculated  by combining all  accounts
the investor maintains with the Federated Funds, which includes the Trust.

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

INVESTMENT POLICIES

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

                                       3

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  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 ("Municipal Securities").
Examples of Municipal Securities include, but are not limited to:

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

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

    - municipal commercial paper and other short-term notes;

    - variable rate demand notes;

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

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

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

    PARTICIPATION  INTERESTS.   The  Fund  may purchase  interests  in Municipal
    Securities from  financial institutions  such as  commercial and  investment
    banks,  savings  and  loan  associations,  and  insurance  companies.  These
    interests may take  the form  of participations, beneficial  interests in  a
    trust,  partnership interests or  any other form  of indirect ownership that
    allows the  Fund to  treat the  income from  the investment  as exempt  from
    federal  income tax.  The Fund invests  in these  participation interests in
    order to obtain  credit enhancement  or demand  features that  would not  be
    available through direct ownership of the underlying 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.

                                       4

RATINGS.  The securities in which the Fund invests must be rated in the  highest
short-term  rating  category by  one or  more nationally  recognized statistical
rating organizations ("NRSROs") or be of comparable quality to securities having
such ratings. An NRSRO's  highest rating category  is determined without  regard
for  sub-categories and gradations. For example,  securities rated SP-1+ or SP-1
by Standard & Poor's Ratings Group ("S&P"), MIG-1 by Moody's Investors  Service,
Inc.  ("Moodys"), or FIN-1+ or FIN-1  by Fitch Investors Service, Inc. ("Fitch")
are all considered  rated in the  highest short-term rating  category. The  Fund
will  follow applicable regulations  in determining whether  a security rated by
more than one NRSRO  can be treated  as being in  the highest short-term  rating
category;  currently,  such securities  must  be rated  by  two NRSROs  in their
highest rating category. See "Regulatory Compliance."

Further, the Fund  has the  ability but no  present intention  of investing  in:
securities  that are rated MIG-2 or VMIG-2 by  Moody's, SP-2 by S&P, or FIN-2 by
Fitch; tax-exempt commercial paper that is rated P-2 by Moody's, A-2 by S&P,  or
F-2  by  Fitch; and  securities  that are  not  rated but  are  deemed to  be of
comparable quality.  Shareholders will  be notified  should the  Fund decide  to
invest in these securities.

CREDIT  ENHANCEMENT.  Certain of the Fund's acceptable investments may be credit
enhanced by  a guaranty,  letter of  credit, or  insurance. The  Fund  typically
evaluates  the credit  quality and ratings  of credit  enhanced securities based
upon the  financial condition  and ratings  of the  party providing  the  credit
enhancement  (the "credit  enhancer"), rather  than the  issuer. However, credit
enhanced securities will  not be  treated as having  been issued  by the  credit
enhancer  for diversification purposes,  unless the Fund  has invested more than
10% of its assets in securities issued, guaranteed or otherwise credit  enhanced
by  the credit enhancer, in which case  the securities will be treated as having
been issued  by  both  the  issuer and  the  credit  enhancer.  The  bankruptcy,
receivership,  or  default  of the  credit  enhancer will  adversely  affect the
quality and marketability of the underlying security.

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

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase securities
on a when-issued or delayed delivery basis. These transactions are  arrangements
in which the Fund purchases securities with payment and delivery scheduled for a
future  time. The seller's failure to  complete these transactions may cause the
Fund to miss a  price or yield considered  to be advantageous. Settlement  dates
may  be a month or  more after entering into  these transactions, and the market

                                       5

values  of  the  securities  purchased  may  vary  from  the  purchase   prices.
Accordingly,  the Fund may pay more/less than the market value of the securities
on the settlement date.

The Fund may dispose of a commitment prior to settlement if the adviser deems it
appropriate to do so. In addition, the Fund may enter into transactions to  sell
its  purchase  commitments  to  third  parties  at  current  market  values  and
simultaneously acquire other commitments to purchase similar securities at later
dates. The Fund may realize short-term profits  or losses upon the sale of  such
commitments.

RESTRICTED  AND  ILLIQUID  SECURITIES.    The  Fund  may  invest  in  restricted
securities. Restricted  securities are  any  securities in  which the  Fund  may
invest  pursuant to its investment objective  and policies but which are subject
to  restrictions  on  resale  under  federal  securities  laws.  Under  criteria
established  by the Trustees, certain restricted securities are determined to be
liquid. To  the extent  that  restricted securities  are  not determined  to  be
liquid,  the  Fund  will  limit their  purchase,  together  with  other illiquid
securities, to 10% of its net assets.

TEMPORARY  INVESTMENTS.    From  time  to  time,  when  the  investment  adviser
determines  that market conditions  call for a  temporary defensive posture, the
Fund may invest in tax-exempt or taxable securities such as: obligations  issued
by  or  on behalf  of municipal  or  corporate issuers  having the  same quality
characteristics as described above; obligations issued or guaranteed by the U.S.
government, its agencies,  or instrumentalities;  instruments issued  by a  U.S.
branch  of a domestic bank or other deposit institution having capital, surplus,
and undivided profits in excess of  $100,000,000 at the time of investment;  and
repurchase agreements (arrangements in which the organization selling the Fund a
temporary  investment agrees at the time of  sale to repurchase it at a mutually
agreed upon time and price).

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

MUNICIPAL SECURITIES

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.

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  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

                                       6

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

The  Fund may invest in 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 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 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.

INVESTMENT LIMITATIONS

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

REGULATORY COMPLIANCE

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

                                       7

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

MANAGEMENT OF THE TRUST

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

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

    ADVISORY FEES.  The adviser receives an annual investment advisory fee equal
    to .20  of 1%  of  the Fund's  average daily  net  assets. The  adviser  has
    undertaken  to reimburse the Fund  up to the amount  of the advisory fee for
    operating expenses in excess of  limitations established by certain  states.
    The  adviser also may  voluntarily choose to  waive a portion  of its fee or
    reimburse other expenses of  the Fund, but reserves  the right to  terminate
    such waiver or reimbursement at any time at its sole discretion.

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

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

DISTRIBUTION OF SHARES

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

SHAREHOLDER  SERVICES PLAN.   The Fund  has adopted a  Shareholder Services Plan
(the "Services Plan") under which it may pay Federated Shareholder Services,  an
affiliate of Federated Investors, an

                                       8

amount  not exceeding  .25 of  1% of the  average daily  net asset  value of the
Institutional  Shares  to  provide  personal  services  and/or  maintenance   of
shareholder accounts to the Fund and its shareholders. From time to time and for
such  periods  as deemed  appropriate, the  amount stated  above may  be reduced
voluntarily.

Federated Shareholder  Services may  elect to  pay financial  institutions  fees
based  upon shares owned by their clients  or customers for services provided to
those clients and 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 accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:

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

The administrative  fee  received during  any  fiscal  year shall  be  at  least
$125,000  per portfolio and $30,000 per each additional class of shares. Average
aggregate daily  net  assets  include  those of  all  mutual  funds  advised  by
affiliates  of Federated Investors. Federated Administrative Services may choose
voluntarily to waive a portion of its fee.

CUSTODIAN.  State Street  Bank and Trust Company,  Boston, MA, is custodian  for
the securities and cash of the Fund.

TRANSFER  AGENT  AND DIVIDEND  DISBURSING  AGENT.   Federated  Services Company,
Pittsburgh, PA, is  transfer agent for  the shares of,  and dividend  disbursing
agent for, the Fund.

LEGAL  COUNSEL.   Legal  counsel  is provided  by  Houston, Houston  & Donnelly,
Pittsburgh, PA, and Dickstein, Shapiro & Morin, L.L.P., Washington, DC.

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

EXPENSES OF THE FUND AND INSTITUTIONAL SHARES

Holders of Institutional Shares  pay their allocable portion  of Fund and  Trust
expenses.

The Trust expenses for which holders of Institutional 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.

                                       9

The  Fund expenses for which holders of Institutional 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 Institutional  Shares as a class.
However the Board of Trustees reserves the right to allocate certain expenses to
holders of Institutional Shares as  it deems appropriate ("class expenses").  In
any  case, class expenses would be limited to: transfer agent fees as identified
by the  transfer  agent as  attributable  to holders  of  Institutional  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
Institutional Shares; legal  fees relating solely  to Institutional Shares;  and
Trustees'  fees incurred as a result  of issues relating solely to Institutional
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 shares from
the value of Fund assets attributable  to shares, and dividing the remainder  by
the  number of shares outstanding. The Fund  cannot guarantee that its net asset
value will always remain at $1.00 per share.

The net  asset value  is determined  at 12:00  noon, 3:00  p.m., and  4:00  p.m.
(Eastern  time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its  net
asset  value might be materially affected; (ii)  days during which no shares are
tendered for redemption and no orders to purchase shares are received; or  (iii)
the  following holidays: New Year's Day,  Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

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

SHARE PURCHASES

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

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

BY  WIRE.  To purchase  by Federal Reserve wire, call  the Fund before 3:00 p.m.
(Eastern time) to place an order. The order is considered received  immediately.
Payment by federal funds must be received

                                       10

before  3:00 p.m.  (Eastern time)  that day.  Federal funds  should be  wired as
follows: Federated Services Company,  c/o State Street  Bank and Trust  Company,
Boston,  Massachusetts; Attention: EDGEWIRE; For Credit to: Tax-Free Obligations
Fund--Institutional Shares; Fund Number (this number can be found on the account
statement or by contacting the Fund);  Group Number or Order Number; Nominee  or
Institution Name; and ABA Number 011000028.

BY MAIL.  To purchase by mail, send a check made payable to Tax-Free Obligations
Fund--  Institutional  Shares to:  Federated  Services Company,  P.O.  Box 8602,
Boston, MA 02266-8602. Orders  by mail are considered  received when payment  by
check  is converted into federal  funds. This is normally  the next business day
after the check is received.

MINIMUM INVESTMENT REQUIRED

The minimum initial  investment is  $25,000. Eligibility for  investment in  the
Fund  is  contingent upon  an investor  accumulating  and maintaining  a minimum
aggregate investment  of  $200,000,000  in Federated  Funds  within  a  12-month
period.

SUBACCOUNTING SERVICES

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

CERTIFICATES AND CONFIRMATIONS

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

Monthly  confirmations are sent to report transactions such as all purchases and
redemptions as well as dividends paid during the month.

DIVIDENDS

Dividends are  declared  daily and  paid  monthly. Dividends  are  automatically
reinvested  on  payment  dates in  additional  shares  of the  Fund  unless cash
payments are requested by writing to  the Fund. Shares purchased by wire  before
3:00  p.m. (Eastern time) begin earning  dividends that day. Shares purchased by
check begin earning dividends the day after the check is converted into  federal
funds.

                                       11

CAPITAL GAINS

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

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

Shares are redeemed  at their  net asset value  next determined  after 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.

BY MAIL

Shares  may be  redeemed by sending  a written request  to: Tax-Free Obligations
Fund, P.O. Box 8602,  Boston, MA 02266-8602. The  written request should  state:
Tax-Free  Obligations Fund--Institutional Shares; shareholders name; the account
number; and the share  or dollar amount requested.  Sign the request exactly  as
the  shares are registered. Shareholders should  call the Fund for assistance in
redeeming by mail.

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

Shareholders  requesting a  redemption of $50,000  or more, a  redemption of any
amount to be sent to an  address other than that on  record with the Fund, or  a
redemption  payable  other than  to the  shareholder of  record must  have their
signatures guaranteed by:

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

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

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

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

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

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

Normally, a check for the proceeds is mailed within one business day, but in  no
event  more  than  seven days,  after  receipt  of a  proper  written redemption
request. Dividends  are paid  up to  and  including the  day that  a  redemption
request is processed.

                                       12

TELEPHONE REDEMPTION

Shares  may be redeemed  by telephoning the Fund.  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. An
authorization form permitting the Fund  to accept telephone requests must  first
be  completed. Authorization forms and information on this service are available
from Federated Securities Corp.

If the redemption  request is  received before  12:00 noon  (Eastern time),  the
proceeds  will be wired the same day  to the shareholder's account at a domestic
commercial bank  which is  a member  of the  Federal Reserve  System, and  those
shares  redeemed will not be  entitled to that day's  dividend. A daily dividend
will be paid  on shares  redeemed if the  redemption request  is received  after
12:00  noon  (Eastern  time). However,  the  proceeds  are not  wired  until the
following business day.

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

ACCOUNTS WITH LOW BALANCES

Due  to the high  cost of maintaining  accounts with low  balances, the Fund may
redeem shares in  any account and  pay the  proceeds to the  shareholder if  the
account  balance  falls  below  a  required minimum  value  of  $25,000,  or the
aggregate investment  in Federated  Funds falls  below the  required minimum  of
$200,000,000 to be maintained from and after twelve months from account opening,
due to shareholder redemptions.

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

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

VOTING RIGHTS

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

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

As  of October 28,  1994, First Union National  Bank, Charlotte, North Carolina,
owned 26.05%  of  the  voting  securities  of  the  Institutional  Shares,  and,
therefore, may, for certain purposes, be deemed to

                                       13

control the class and be able to affect the outcome of certain matters presented
for  a vote of shareholders. In addition,  Naidot & Co., Woodbridge, New Jersey,
and Morand & Company, Chicago, Illinois, owned 60.71% and 33.56%,  respectively,
of  the voting securities  of the Institutional  Service Shares, and, therefore,
may, for certain purposes, be deemed to control the class and be able to  affect
the outcome of certain matters presented for a vote of shareholders.

MASSACHUSETTS PARTNERSHIP LAW

Under  certain  circumstances, shareholders  may  be held  personally  liable as
partners under Massachusetts law  for obligations of the  Trust. To protect  its
shareholders,  the  Trust  has  filed legal  documents  with  Massachusetts that
expressly disclaim the liability of its shareholders for acts or obligations  of
the Trust. These documents require notice of this disclaimer to be given in each
agreement,  obligation, or  instrument the Trust  or its Trustees  enter into or
sign.

In the unlikely event  a shareholder is held  personally liable for the  Trust's
obligations,  the  Trust is  required by  the  Declaration of  Trust to  use its
property to protect or  compensate the shareholder. On  request, the Trust  will
defend  any claim made and pay any judgment against a shareholder for any act or
obligation of the Trust. Therefore, financial loss resulting from liability as a
shareholder will occur only if the  Trust itself cannot meet its obligations  to
indemnify shareholders and pay judgments against them.

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

FEDERAL INCOME TAX

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

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

Shareholders  are not  required to  pay the  federal regular  income tax  on any
dividends received  from the  Fund  that represent  net interest  on  tax-exempt
municipal   bonds.  However,  under  the  Tax  Reform  Act  of  1986,  dividends
representing net  interest earned  on certain  "private activity"  bonds  issued
after  August 7,  1986, may  be included  in calculating  the federal individual
alternative minimum tax or the federal alternative minimum tax for corporations.
The Fund may purchase all types  of municipal bonds, including private  activity
bonds.

The  alternative minimum  tax applies  when it exceeds  the regular  tax for the
taxable year. Alternative minimum taxable income is equal to the regular taxable
income of the taxpayer increased by certain "tax preference" items not  included
in  regular  taxable income  and reduced  by  only a  portion of  the deductions
allowed in the calculation of the regular tax.

Dividends of the Fund representing net interest income earned on some  temporary
investments and any realized net short-term gains are taxed as ordinary income.

                                       14

These  tax  consequences apply  whether  dividends are  received  in cash  or as
additional shares.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

In the opinion of Houston, Houston, & Donnelly, counsel to the Trust:

    - the Fund is  not subject  to Pennsylvania corporate  or personal  property
      taxes; and

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

OTHER  STATE AND LOCAL TAXES.  Because interest  received by the Fund may not be
exempt from all state  and local income taxes,  shareholders may be required  to
pay  state and local taxes on dividends received from the Fund. Shareholders are
urged to consult their own tax  advisers regarding the status of their  accounts
under state and local tax laws.

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

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

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

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

The performance figures will be calculated separately for each class of  shares.
Because  each class of shares is  subject to different expenses, the performance
of  Institutional  Shares   will  exceed   the  yield,   effective  yield,   and
tax-equivalent yield of Institutional Service Shares for the same period.

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

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

The Fund also offers the following class.

Institutional  Service Shares are sold at  net asset value primarily to accounts
for which  financial  institutions  act  in an  agency  or  fiduciary  capacity.
Investments in Institutional Service Shares are

                                       15

subject to a minimum initial investment of $25,000. Institutional Service Shares
are currently subject to the maximum shareholder services fee of 0.25%.

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

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

                                       16

TAX-FREE OBLIGATIONS FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

The  following  table  has  been  audited by  Arthur  Andersen  LLP,  the Fund's
independent public accountants. Their  report dated September  15, 1994, on  the
Fund's  financial  statements for  the  year ended  July  31, 1994,  and  on the
following table for  the period  presented, is  included in  the Annual  Report,
which  is incorporated  by reference. This  table should be  read in conjunction
with the Fund's financial  statements and notes thereto,  which may be  obtained
free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                          YEAR ENDED
                                                                        JULY 31, 1994*
- ----------------------------------------------------------------------  --------------
<S>                                                                     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                       $1.00
- ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------
  Net investment income                                                     0.002
- ----------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------
  Dividends to shareholders from net investment income                     (0.002)
- ----------------------------------------------------------------------  --------------
NET ASSET VALUE, END OF PERIOD                                             $1.00
- ----------------------------------------------------------------------  --------------
TOTAL RETURN**                                                              0.18%
- ----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------
  Expenses                                                                  0.39%(b)
- ----------------------------------------------------------------------
  Net investment income                                                     3.04%(b)
- ----------------------------------------------------------------------
  Expense waiver/reimbursement (a)                                          0.15%(b)
- ----------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------
  Net assets, end of period (000 omitted)                               $25,148
- ----------------------------------------------------------------------
<FN>

  * Reflects operations for the period from July 5, 1994 (date of initial public
    offering) to July 31, 1994.

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

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

(b) Computed on an annualized basis.
</TABLE>

                                       17

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

<TABLE>
<S>                                                              <C>
Tax-Free Obligations Fund
              Institutional Shares                               Federated Investors Tower
                                                                 Pittsburgh, PA 15222-3779
- -------------------------------------------------------------------------------------------

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

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

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

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

Legal Counsel
              Houston, Houston & Donnelly                        2510 Centre City Tower
                                                                 Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------

Legal Counsel
              Dickstein, Shapiro & Morin, L.L.P.                 2101 L Street, N.W.
                                                                 Washington, DC 20037
- -------------------------------------------------------------------------------------------

Independent Public Accountants
              Arthur Andersen LLP                                2100 One PPG Place
                                                                 Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------
</TABLE>

                                       18

- --------------------------------------------------------------------------------
                                  TAX-FREE OBLIGATIONS FUND
                                  INSTITUTIONAL SHARES
                                            PROSPECTUS

                                           A Diversified Portfolio of
                                           Money Market Obligations Trust,
                                           an Open-End Management
                                           Investment Company

                                           Prospectus dated November 30,
                                           1994

[LOGO] FEDERATED SECURITIES CORP.
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           60934N401
           9110207A (11/94)                [RECYCLED PAPER SYMBOL]


- --------------------------------------------------------------------------------
    TAX-FREE OBLIGATIONS FUND
    (A PORTFOLIO OF MONEY MARKET OBLIGATIONS TRUST)
     INSTITUTIONAL SERVICE SHARES
     PROSPECTUS

     The  Institutional Service  Shares of  Tax-Free Obligations  Fund (the
     "Fund")  offered  by   this  prospectus  represent   interests  in   a
     diversified portfolio of Money Market Obligations Trust (the "Trust"),
     an  open-end management investment  company (a mutual  fund). The Fund
     invests in municipal securities to provide dividend income exempt from
     federal regular income tax consistent with stability of principal.

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

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

     The  Fund has also  filed a Statement  of Additional Information dated
     November 30, 1994,  with the Securities  and Exchange Commission.  The
     information  contained in  the Statement of  Additional Information is
     incorporated by reference into this prospectus. You may request a copy
     of the Statement of Additional  Information free of charge by  calling
     1-800-235-4669.  To obtain other information,  or make inquiries about
     the Fund, contact the Fund at the  address listed in the back of  this
     prospectus.

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

     Prospectus dated November 30, 1994

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

<TABLE>
<S>                                       <C>
SUMMARY OF FUND EXPENSES                          1
- ---------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SERVICE SHARES                                  2
- ---------------------------------------------------
GENERAL INFORMATION                               3
- ---------------------------------------------------
INVESTMENT INFORMATION                            3
- ---------------------------------------------------
  Investment Objective                            3
  Investment Policies                             3
  Municipal Securities                            6
  Investment Risks                                7
  Investment Limitations                          7
  Regulatory Compliance                           7
TRUST INFORMATION                                 7
- ---------------------------------------------------
  Management of the Trust                         7
  Distribution of Shares                          8
  Administration of the Fund                      9
  Expenses of the Fund and Institutional
    Service Shares                                9

NET ASSET VALUE                                  10
- ---------------------------------------------------
INVESTING IN THE FUND                            10
- ---------------------------------------------------
  Share Purchases                                10
  Minimum Investment Required                    11
  Subaccounting Services                         11
  Certificates and Confirmations                 11
  Dividends                                      11
  Capital Gains                                  11

REDEEMING SHARES                                 11
- ---------------------------------------------------
  By Mail                                        12
  Telephone Redemption                           12
  Accounts with Low Balances                     13

SHAREHOLDER INFORMATION                          13
- ---------------------------------------------------
  Voting Rights                                  13
  Massachusetts Partnership Law                  13

TAX INFORMATION                                  14
- ---------------------------------------------------
  Federal Income Tax                             14
  Pennsylvania Corporate and Personal
    Property Taxes                               14

PERFORMANCE INFORMATION                          15
- ---------------------------------------------------
OTHER CLASSES OF SHARES                          15
- ---------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SHARES                                         16
- ---------------------------------------------------
ADDRESSES                                        17
- ---------------------------------------------------
</TABLE>

                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   INSTITUTIONAL SERVICE SHARES
                                 SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                      <C>        <C>
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price).............................................................       None
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price).............................................................       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable)........................................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable)................................       None
Exchange Fee......................................................................................       None

<CAPTION>

                      ANNUAL INSTITUTIONAL SERVICE SHARES OPERATING EXPENSES
                             (As a percentage of average net assets)
<S>                                                                                      <C>        <C>
Management Fee (after waiver) (1).................................................................      0.07%
12b-1 Fee.........................................................................................    None
Total Other Expenses..............................................................................      0.38%
  Shareholder Services Fee.............................................................      0.25%
        Total Institutional Service Shares Operating Expenses (2).................................      0.45%
<FN>
(1)  The  management fee has been  reduced to reflect the  voluntary waiver of a
     portion of the  management fee.  The adviser can  terminate this  voluntary
     waiver  at any time at  its sole discretion. The  maximum management fee is
     0.20%.
(2)  The Total  Institutional Service  Shares Operating  Expenses in  the  table
     above are based on expenses expected during the fiscal year ending July 31,
     1995.  The Total Institutional Service Shares Operating Expenses were 0.39%
     for the  fiscal  year  ended July  31,  1994,  and were  0.54%  absent  the
     voluntary waiver of a portion of the management fee.
</TABLE>

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

<TABLE>
<CAPTION>
EXAMPLE                                                                                 1 YEAR     3 YEARS
- -------------------------------------------------------------------------------------  ---------  ---------
<S>                                                                                    <C>        <C>
You would pay the following expenses on a $1,000 investment assuming
(1) 5% annual return and (2) redemption at the end of each time period...............     $5         $14
</TABLE>

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

    The information set forth in the foregoing table and example relates only to
Institutional Service Shares of the Fund. The Fund also offers another class  of
shares   called   Institutional   Shares.  Institutional   Service   Shares  and
Institutional Shares are  subject to certain  of the same  expenses. See  "Other
Classes of Shares."

                                       1

TAX-FREE OBLIGATIONS FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

The  following  table  has  been  audited by  Arthur  Andersen  LLP,  the Fund's
independent public accountants. Their  report dated September  15, 1994, on  the
Fund's  financial  statements for  the  year ended  July  31, 1994,  and  on the
following table for  the period  presented, is  included in  the Annual  Report,
which  is incorporated  by reference. This  table should be  read in conjunction
with the Fund's financial  statements and notes thereto,  which may be  obtained
free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                         YEAR ENDED
                                                                          JULY 31,
                                                                            1994*
- ----------------------------------------------------------------------  -------------
<S>                                                                     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                       $1.00
- ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------
  Net investment income                                                    0.002
- ----------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------
  Dividends to shareholders from net investment income                    (0.002)
- ----------------------------------------------------------------------  -------------
NET ASSET VALUE, END OF PERIOD                                            $1.00
- ----------------------------------------------------------------------  -------------
TOTAL RETURN**                                                             0.18%
- ----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------
  Expenses                                                                 0.39%(b)
- ----------------------------------------------------------------------
  Net investment income                                                    3.04%(b)
- ----------------------------------------------------------------------
  Expense waiver/reimbursement (a)                                         0.15%(b)
- ----------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------
  Net assets, end of period (000 omitted)                               $25,148
- ----------------------------------------------------------------------
<FN>

  * Reflects operations for the period from July 5, 1994 (date of initial public
    offering) to July 31, 1994.

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

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

(b) Computed on an annualized basis.
</TABLE>

                                       2

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

The  Trust was established as a Massachusetts business trust under a Declaration
of Trust dated October 3,  1988. The Declaration of  Trust permits the Trust  to
offer separate series of shares of beneficial interest representing interests in
separate  portfolios  of securities.  The  shares in  any  one portfolio  may be
offered in separate classes. With  respect to the Fund, as  of the date of  this
prospectus,  the  Trustees  have  established two  classes  of  shares  known as
Institutional Service Shares and  Institutional Shares. This prospectus  relates
only  to Institutional Service Shares of  the Fund, which are designed primarily
for financial institutions as a convenient means of accumulating an interest  in
a   professionally  managed,   diversified  portfolio   investing  primarily  in
short-term municipal securities. The Fund may  not be a suitable investment  for
retirement  plans since  it invests in  municipal securities.  A minimum initial
investment of $25,000 is required.

Eligibility  for  investment  in  the  Fund  is  contingent  upon  an   investor
accumulating  and maintaining a minimum  aggregate investment of $200,000,000 in
Federated funds within a twelve-month period. For this purpose, (1) an  investor
is  defined as  a financial institution  or its  collective customers, including
affiliate financial  institutions  and  their  collective  customers,  or  other
institutions  that are determined to qualify  by Federated Securities Corp., and
(2) Federated funds are  those mutual funds which  are distributed by  Federated
Securities  Corp. or  are advised by  or administered by  investment advisers or
administrators affiliated with Federated  Securities Corp. ("Federated  Funds").
An  investor's minimum investment  will be calculated  by combining all accounts
the investor maintains with the Federated Funds, which includes the Trust.

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

INVESTMENT POLICIES

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

                                       3

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 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 ("Municipal  Securities").
Examples of Municipal Securities include, but are not limited to:

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

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

    - municipal commercial paper and other short-term notes;

    - variable rate demand notes;

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

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

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

    PARTICIPATION INTERESTS.    The Fund  may  purchase interests  in  Municipal
    Securities  from financial  institutions such  as commercial  and investment
    banks,  savings  and  loan  associations,  and  insurance  companies.  These
    interests  may take  the form of  participations, beneficial  interests in a
    trust, partnership interests or  any other form  of indirect ownership  that
    allows  the Fund  to treat  the income  from the  investment as  exempt from
    federal income tax.  The Fund  invests in these  participation interests  in
    order  to obtain  credit enhancement  or demand  features that  would not be
    available through direct ownership of the underlying 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.

                                       4

RATINGS.   The securities in which the Fund invests must be rated in the highest
short-term rating  category by  one or  more nationally  recognized  statistical
rating organizations ("NRSROs") or be of comparable quality to securities having
such  ratings. An NRSRO's  highest rating category  is determined without regard
for sub-categories and gradations. For  example, securities rated SP-1+ or  SP-1
by  Standard & Poor's Ratings Group ("S&P"), MIG-1 by Moody's Investors Service,
Inc. ("Moody's"), or FIN-1+ or FIN-1 by Fitch Investors Service, Inc.  ("Fitch")
are  all considered  rated in the  highest short-term rating  category. The Fund
will follow applicable regulations  in determining whether  a security rated  by
more  than one NRSRO  can be treated  as being in  the highest short-term rating
category; currently,  such securities  must  be rated  by  two NRSROs  in  their
highest rating category. See "Regulatory Compliance."

Further,  the Fund  has the  ability but no  present intention  of investing in:
securities that are rated MIG-2 or VMIG-2  by Moody's, SP-2 by S&P, or FIN-2  by
Fitch;  tax-exempt commercial paper that is rated P-2 by Moody's, A-2 by S&P, or
F-2 by  Fitch; and  securities  that are  not  rated but  are  deemed to  be  of
comparable  quality. Shareholders  will be  notified should  the Fund  decide to
invest in these securities.

CREDIT ENHANCEMENT.  Certain of the Fund's acceptable investments may be  credit
enhanced  by  a guaranty,  letter of  credit, or  insurance. The  Fund typically
evaluates the credit  quality and  ratings of credit  enhanced securities  based
upon  the  financial condition  and ratings  of the  party providing  the credit
enhancement (the "credit  enhancer"), rather  than the  issuer. However,  credit
enhanced  securities will  not be  treated as having  been issued  by the credit
enhancer for diversification purposes,  unless the Fund  has invested more  than
10%  of its assets in securities issued, guaranteed or otherwise credit enhanced
by the credit enhancer, in which case  the securities will be treated as  having
been  issued  by  both  the  issuer and  the  credit  enhancer.  The bankruptcy,
receivership, or  default  of the  credit  enhancer will  adversely  affect  the
quality and marketability of the underlying security.

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

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase securities
on  a when-issued or delayed delivery basis. These transactions are arrangements
in which the Fund purchases securities with payment and delivery scheduled for a
future time. The seller's failure to  complete these transactions may cause  the
Fund  to miss a price  or yield considered to  be advantageous. Settlement dates
may be a month or  more after entering into  these transactions, and the  market

                                       5

values   of  the  securities  purchased  may  vary  from  the  purchase  prices.
Accordingly, the Fund may pay more/less than the market value of the  securities
on the settlement date.

The Fund may dispose of a commitment prior to settlement if the adviser deems it
appropriate  to do so. In addition, the Fund may enter into transactions to sell
its  purchase  commitments  to  third  parties  at  current  market  values  and
simultaneously acquire other commitments to purchase similar securities at later
dates.  The Fund may realize short-term profits  or losses upon the sale of such
commitments.

RESTRICTED  AND  ILLIQUID  SECURITIES.    The  Fund  may  invest  in  restricted
securities.  Restricted  securities are  any securities  in  which the  Fund may
invest pursuant to its investment objective  and policies but which are  subject
to  restrictions  on  resale  under  federal  securities  laws.  Under  criteria
established by the Trustees, certain restricted securities are determined to  be
liquid.  To  the extent  that  restricted securities  are  not determined  to be
liquid, the  Fund  will  limit  their purchase,  together  with  other  illiquid
securities, to 10% of its net assets.

TEMPORARY  INVESTMENTS.    From  time  to  time,  when  the  investment  adviser
determines that market conditions  call for a  temporary defensive posture,  the
Fund  may invest in tax-exempt or taxable securities such as: obligations issued
by or  on behalf  of municipal  or  corporate issuers  having the  same  quality
characteristics as described above; obligations issued or guaranteed by the U.S.
government,  its agencies,  or instrumentalities;  instruments issued  by a U.S.
branch of a domestic bank or other deposit institution having capital,  surplus,
and  undivided profits in excess of $100,000,000  at the time of investment; and
repurchase agreements (arrangements in which the organization selling the Fund a
temporary investment agrees at the time of  sale to repurchase it at a  mutually
agreed upon time and price).

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

MUNICIPAL SECURITIES

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.

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   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.

                                       6

INVESTMENT RISKS

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

The  Fund may invest in 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 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 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.

INVESTMENT LIMITATIONS

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

REGULATORY COMPLIANCE

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

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

MANAGEMENT OF THE TRUST

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

                                       7

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

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

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

DISTRIBUTION OF SHARES

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

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

Federated  Shareholder  Services may  elect to  pay financial  institutions fees
based upon shares owned by their  clients or customers for services provided  to
those clients and customers. The schedules of

                                       8

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 accounting services) necessary to operate the Fund.  Federated
Administrative Services provides these at an annual rate as specified below:

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

The  administrative  fee  received during  any  fiscal  year shall  be  at least
$125,000 per portfolio and $30,000 per each additional class of shares.  Average
aggregate  daily  net  assets  include  those of  all  mutual  funds  advised by
affiliates of Federated Investors. Federated Administrative Services may  choose
voluntarily to waive a portion of its fee.

CUSTODIAN.   State Street Bank  and Trust Company, Boston,  MA, is custodian for
the securities and cash of the Fund.

TRANSFER AGENT  AND  DIVIDEND DISBURSING  AGENT.   Federated  Services  Company,
Pittsburgh,  PA, is  transfer agent for  the shares of,  and dividend disbursing
agent for, the Fund.

LEGAL COUNSEL.   Legal  counsel  is provided  by  Houston, Houston  &  Donnelly,
Pittsburgh, PA, and Dickstein, Shapiro & Morin, L.L.P., Washington, DC.

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

EXPENSES OF THE FUND AND INSTITUTIONAL SERVICE SHARES

Holders of Institutional Service Shares pay their allocable portion of Fund  and
Trust expenses.

The  Trust expenses for which holders  of Institutional Service 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 Institutional  Service 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 Institutional Service Shares as a
class  are expenses under the Fund's Services Plan which relate to Institutional
Service Shares. However, the Board of

                                       9

Trustees reserves the  right to allocate  certain other expenses  to holders  of
Institutional  Service Shares as it deems appropriate ("class expenses"). In any
case, class expenses would be limited  to: transfer agent fees as identified  by
the  transfer agent as attributable to  holders of Institutional Service 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
Institutional  Service  Shares;  legal  fees  relating  solely  to Institutional
Service Shares;  and Trustees'  fees incurred  as a  result of  issues  relating
solely to Institutional Service 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 shares  from
the  value of Fund assets attributable to  shares, and dividing the remainder by
the number of shares outstanding. The  Fund cannot guarantee that its net  asset
value will always remain at $1.00 per share.

The  net  asset value  is determined  at 12:00  noon, 3:00  p.m., and  4:00 p.m.
(Eastern time) Monday through Friday except on: (i) days on which there are  not
sufficient  changes in the value of the Fund's portfolio securities that its net
asset value might be materially affected;  (ii) days during which no shares  are
tendered  for redemption and no orders to purchase shares are received; or (iii)
the following holidays: New Year's  Day, Presidents' Day, Good Friday,  Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

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

SHARE PURCHASES

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

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

BY WIRE.  To purchase  by Federal Reserve wire, call  the Fund before 3:00  p.m.
(Eastern  time) to place an order. The order is considered received immediately.
Payment by federal funds must be  received before 3:00 p.m. (Eastern time)  that
day.  Federal funds should be wired  as follows: Federated Services Company, c/o
State Street Bank and Trust Company, Boston, Massachusetts; Attention: EDGEWIRE;
For Credit  to: Tax-Free  Obligations Fund--Institutional  Service Shares;  Fund
Number  (this number can be found on  the account statement or by contacting the
Fund); Group Number or Order Number; Nominee or Institution Name; and ABA Number
011000028.

                                       10

BY MAIL.  To purchase by mail, send a check made payable to Tax-Free Obligations
Fund-- Institutional Service  Shares to:  Federated Services  Company, P.O.  Box
8602, Boston, MA 02266-8602. Orders by mail are considered received when payment
by check is converted into federal funds. This is normally the next business day
after the check is received.

MINIMUM INVESTMENT REQUIRED

The  minimum initial  investment is $25,000.  Eligibility for  investment in the
Fund is  contingent upon  an  investor accumulating  and maintaining  a  minimum
aggregate  investment  of  $200,000,000  in Federated  Funds  within  a 12-month
period.

SUBACCOUNTING SERVICES

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

CERTIFICATES AND CONFIRMATIONS

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

Monthly confirmations are sent to report transactions such as all purchases  and
redemptions as well as dividends paid during the month.

DIVIDENDS

Dividends  are  declared daily  and  paid monthly.  Dividends  are automatically
reinvested on  payment  dates in  additional  shares  of the  Fund  unless  cash
payments  are requested by writing to the  Fund. Shares purchased by wire before
3:00 p.m. (Eastern time) begin earning  dividends that day. Shares purchased  by
check  begin earning dividends the day after the check is converted into federal
funds.

CAPITAL GAINS

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

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

Shares  are redeemed  at their  net asset value  next determined  after 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.

                                       11

BY MAIL

Shares may be  redeemed by sending  a written request  to: Tax-Free  Obligations
Fund,  P.O. Box 8602,  Boston, MA 02266-8602. The  written request should state:
Tax-Free Obligations Fund--Institutional Service Shares; shareholder's name; the
account number;  and the  share or  dollar amount  requested. Sign  the  request
exactly  as the  shares are  registered. Shareholders  should call  the Fund for
assistance in redeeming by mail.

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

Shareholders  requesting a  redemption of $50,000  or more, a  redemption of any
amount to be sent to an  address other than that on  record with the Fund, or  a
redemption  payable  other than  to the  shareholder of  record must  have their
signatures guaranteed by:

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

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

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

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

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

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

Normally, a check for the proceeds is mailed within one business day, but in  no
event  more  than  seven days,  after  receipt  of a  proper  written redemption
request. Dividends  are paid  up to  and  including the  day that  a  redemption
request is processed.

TELEPHONE REDEMPTION

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

If the redemption  request is  received before  12:00 noon  (Eastern time),  the
proceeds  will be wired the same day  to the shareholder's account at a domestic
commercial bank  which is  a member  of the  Federal Reserve  System, and  those
shares  redeemed will not be  entitled to that day's  dividend. A daily dividend
will be paid  on shares  redeemed if the  redemption request  is received  after
12:00  noon  (Eastern  time). However,  the  proceeds  are not  wired  until the
following business day.

                                       12

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

ACCOUNTS WITH LOW BALANCES

Due  to the high  cost of maintaining  accounts with low  balances, the Fund may
redeem shares in  any account and  pay the  proceeds to the  shareholder if  the
account  balance  falls  below  a  required minimum  value  of  $25,000,  or the
aggregate investment  in Federated  Funds falls  below the  required minimum  of
$200,000,000 to be maintained from and after twelve months from account opening,
due to shareholder redemptions.

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

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

VOTING RIGHTS

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

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

As  of October  28, 1994,  Naidot &  Co., Woodbridge,  New Jersey,  and Morand &
Company, Chicago, Illinois, owned 60.71% and 33.56%, respectively, of the voting
securities of the Institutional Service Shares, and, therefore, may, for certain
purposes, be deemed to control  the class and be able  to affect the outcome  of
certain  matters presented for a vote  of shareholders. In addition, First Union
National Bank, Charlotte, North Carolina, owned 26.05% of the voting  securities
of  the  Institutional Shares,  and, therefore,  may,  for certain  purposes, be
deemed to control the class and be able to affect the outcome of certain matters
presented for a vote of shareholders.

MASSACHUSETTS PARTNERSHIP LAW

Under certain  circumstances,  shareholders may  be  held personally  liable  as
partners  under Massachusetts law  for obligations of the  Trust. To protect its
shareholders, the  Trust  has  filed legal  documents  with  Massachusetts  that
expressly  disclaim the liability of its shareholders for acts or obligations of
the Trust. These documents require notice of this disclaimer to be given in each
agreement, obligation, or  instrument the Trust  or its Trustees  enter into  or
sign.

                                       13

In  the unlikely event a  shareholder is held personally  liable for the Trust's
obligations, the  Trust is  required by  the  Declaration of  Trust to  use  its
property  to protect or  compensate the shareholder. On  request, the Trust will
defend any claim made and pay any judgment against a shareholder for any act  or
obligation of the Trust. Therefore, financial loss resulting from liability as a
shareholder  will occur only if the Trust  itself cannot meet its obligations to
indemnify shareholders and pay judgments against them.

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

FEDERAL INCOME TAX

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

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

Shareholders are  not required  to pay  the federal  regular income  tax on  any
dividends  received  from the  Fund that  represent  net interest  on tax-exempt
municipal  bonds.  However,  under  the  Tax  Reform  Act  of  1986,   dividends
representing  net  interest earned  on certain  "private activity"  bonds issued
after August 7,  1986, may  be included  in calculating  the federal  individual
alternative minimum tax or the federal alternative minimum tax for corporations.
The  Fund may purchase all types  of municipal bonds, including private activity
bonds.

The alternative minimum  tax applies  when it exceeds  the regular  tax for  the
taxable year. Alternative minimum taxable income is equal to the regular taxable
income  of the taxpayer increased by certain "tax preference" items not included
in regular  taxable income  and reduced  by  only a  portion of  the  deductions
allowed in the calculation of the regular tax.

Dividends  of the Fund representing net interest income earned on some temporary
investments and any realized net short-term gains are taxed as ordinary income.

These tax  consequences apply  whether  dividends are  received  in cash  or  as
additional shares.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

In the opinion of Houston, Houston, & Donnelly, counsel to the Trust:

    - the  Fund is  not subject to  Pennsylvania corporate  or personal property
      taxes; and

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

OTHER STATE AND LOCAL TAXES.  Because  interest received by the Fund may not  be
exempt  from all state and  local income taxes, shareholders  may be required to
pay state and local taxes on dividends

                                       14

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

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

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

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

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

The  performance figures will be calculated separately for each class of shares.
Because each class of shares is  subject to different expenses, the  performance
of   Institutional  Shares   will  exceed   the  yield,   effective  yield,  and
tax-equivalent yield of Institutional Service Shares for the same period.

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

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

The Fund also offers the following class.

Institutional Shares are sold at net asset value primarily to accounts for which
financial institutions act in  an agency or  fiduciary capacity. Investments  in
Institutional  Shares are  subject to a  minimum initial  investment of $25,000.
Institutional Shares are currently accruing no shareholder services fee.

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

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

                                       15

TAX-FREE OBLIGATIONS FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The  following  table  has  been  audited by  Arthur  Andersen  LLP,  the Fund's
independent public accountants. Their  report dated September  15, 1994, on  the
Fund's  financial  statements for  the  year ended  July  31, 1994,  and  on the
following table for  each of the  periods presented, is  included in the  Annual
Report,  which  is  incorporated by  reference.  This  table should  be  read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                                        YEAR ENDED JULY 31,
                                                                        ---------------------------------------------------
<S>                                                                     <C>       <C>       <C>       <C>       <C>
                                                                          1994      1993      1992      1991       1990*
- ----------------------------------------------------------------------  --------  --------  --------  --------  -----------
NET ASSET VALUE, BEGINNING OF PERIOD                                      $1.00     $1.00     $1.00     $1.00        $1.00
- ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------
  Net investment income                                                    0.02      0.03      0.04      0.05         0.04
- ----------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------
  Dividends to shareholders from net investment income                    (0.02)    (0.03)    (0.04)    (0.05)       (0.04)
- ----------------------------------------------------------------------  --------  --------  --------  --------  -----------
NET ASSET VALUE, END OF PERIOD                                            $1.00     $1.00     $1.00     $1.00        $1.00
- ----------------------------------------------------------------------  --------  --------  --------  --------  -----------
TOTAL RETURN**                                                             2.45%     2.54%     3.73%     5.13%        3.70%
- ----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------
  Expenses                                                                 0.20%     0.20%     0.20%     0.20%        0.20%(b)
- ----------------------------------------------------------------------
  Net investment income                                                    2.41%     2.49%     3.58%     4.93%        5.75%(b)
- ----------------------------------------------------------------------
  Expense waiver/reimbursement (a)                                         0.15%     0.14%     0.17%     0.26%        0.21%(b)
- ----------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------
  Net assets, end of period (000 omitted)                               $789,755  $454,119  $308,855  $165,669     $145,552
- ----------------------------------------------------------------------
<FN>
  * Reflects operations for the period from  December 12, 1989 (date of  initial
    public investment) to July 31, 1990.
 ** Based  on  net  asset  value,  which does  not  reflect  the  sales  load or
    contingent deferred sales charge, if applicable.
(a) This voluntary expense  decrease is reflected  in both the  expense and  net
    investment income ratios shown above.
(b) Computed on an annualized basis.
</TABLE>

                                       16

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

<TABLE>
<S>                                                              <C>
Tax-Free Obligations Fund
              Institutional Service Shares                       Federated Investors Tower
                                                                 Pittsburgh, PA 15222-3779
- -------------------------------------------------------------------------------------------

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

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

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

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

Legal Counsel
              Houston, Houston & Donnelly                        2510 Centre City Tower
                                                                 Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------

Legal Counsel
              Dickstein, Shapiro & Morin, L.L.P.                 2101 L Street, N.W.
                                                                 Washington, DC 20037
- -------------------------------------------------------------------------------------------

Independent Public Accountants
              Arthur Andersen LLP                                2100 One PPG Place
                                                                 Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------
</TABLE>

                                       17

- --------------------------------------------------------------------------------
                                  TAX-FREE OBLIGATIONS FUND
                                  INSTITUTIONAL SERVICE SHARES

                                           PROSPECTUS

                                           A Diversified Portfolio of
                                           Money Market Obligations Trust,
                                           an Open-End Management
                                           Investment Company

                                           Prospectus dated November 30,
                                           1994

[LOGO] FEDERATED SECURITIES CORP.
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           60934N880
           9110207A-SS (11/94)             [RECYCLED PAPER SYMBOL]

                                
                                
                                
                     Prime Obligations Fund
                                
         (A Portfolio of Money Market Obligations Trust)
                      Institutional Shares
                  Institutional Service Shares
               Statement of Additional Information
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
   This Statement of Additional Information should be read with
   the prospectus(es) of Prime Obligations Fund (the "Fund"), a
   portfolio of Money Market Obligations Trust (the "Trust")
   dated November 30, 1994. This Statement is not a prospectus.
   To receive a copy of a prospectus, write or call the Fund.
   
   Federated Investors Tower
   Pittsburgh, Pennsylvania 15222-3779
   
                Statement dated November 30, 1994
                                
   
Federated Securities
Corp.
Distributor
A subsidiary of Federated Investors
Investment Policies             1
 Bank Instruments              1
 When-Issued and Delayed
  Delivery Transactions        1
 Repurchase Agreements         1
 Reverse Repurchase
  Agreements                   1
 Lending of Portfolio
  Securities                   2
Investment Limitations          2
Brokerage Transactions          3
Money Market Obligations
Trust Management                4
 Officers and Trustees         4
 The Funds                     7
 Fund Ownership                7
 Trustee Liability             8
Investment Advisory Services    8
 Investment Adviser            8
 Advisory Fees                 8
  State Expense Limitations    8
 Administrative Services       8
 Custodian                     9
 Transfer Agent and Portfolio
  Recordkeeper                 9
Shareholder Services Plan       9
Determining Net Asset Value     9
Redemption in Kind              9
The Fund's Tax Status          10
Performance Information        10
 Yield                        10
 Effective Yield              10
 Total Return                 10
 Performance Comparisons      10
Financial Statements           11
Appendix                       12
Investment Policies
Unless indicated otherwise, the policies described below may be
changed by the Trustees without shareholder approval.
Shareholders will be notified before any material change in these
policies becomes effective.
Bank Instruments
The instruments of banks and savings and loans whose deposits are
insured by the Bank Insurance Fund ("BIF") or the Savings
Association Insurance Fund ("SAIF"), such as certificates of
deposit, demand and time deposits, savings shares, and bankers'
acceptances, are not necessarily guaranteed by those
organizations.  In addition to domestic bank instruments, the
Fund may invest in:  Eurodollar Certificates of Deposit issued by
foreign branches of U.S. or foreign banks;  Eurodollar Time
Deposits, which are U.S. dollar-denominated deposits in foreign
branches of U.S. or foreign banks;  Canadian Time Deposits, which
are U.S. dollar-denominated deposits issued by branches of major
Canadian banks located in the United States; and Yankee
Certificates of Deposit, which are U.S. dollar-denominated
certificates of deposit issued by U.S. branches of foreign banks
and held in the United States.
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
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.
U.S. Government Securities
The types of U.S. government securities in which the Fund may
invest generally include direct obligations of the U.S. Treasury
(such as U.S. Treasury bills, notes, and bonds) and obligations
issued or guaranteed by U.S. government agencies or
instrumentalities.  these securities are backed by:
   o the full faith and credit of the U.S. Treasury;
   o the issuer's right to borrow from the U.S. Treasury;
   o the discretionary authority of the U.S. government to
     purchase certain obligations of agencies or
     instrumentalities; or
   o the credit of the agency or instrumentality issuing the
     obligations.
Lending of Portfolio Securities
The collateral received when the Fund lends portfolio securities
must be valued daily and, should the market value of the loaned
securities increase, the borrower must furnish additional
collateral to the Fund. During the time portfolio securities are
on loan, the borrower pays the Fund any dividends or interest
paid on such securities.  Loans are subject to termination at the
option of the Fund or the borrower.  The Fund may pay reasonable
administrative and custodial fees in connection with a loan and
may pay a negotiated portion of the interest earned on the cash
or equivalent collateral to the borrower or placing broker.
Investment Limitations
Selling Short and Buying on Margin
The Fund will not sell any securities short or purchase any
securities on margin but may obtain such short-term credits as
may be necessary for clearance of transactions.
Issuing Senior Securities and Borrowing Money
The Fund will not issue senior securities except that the Fund
may borrow money directly or through reverse repurchase
agreements in amounts up to one-third of the value of its total
assets, including the amounts borrowed.
The Fund will not borrow money or engage in reverse repurchase
agreements for investment leverage, but rather as a temporary,
extraordinary, or emergency measure or to facilitate management
of the portfolio by enabling the Fund to meet redemption requests
when the liquidation of portfolio securities is deemed to be
inconvenient or disadvantageous.  The Fund will not purchase any
securities while borrowings in excess of 5% of the value of its
total assets are outstanding.  During the period any reverse
repurchase agreements are outstanding, the Fund will restrict the
purchase of portfolio securities to money market instruments
maturing on or before the expiration date of the reverse
repurchase agreements, but only to the extent necessary to assure
completion of the reverse repurchase agreements.
Pledging Assets
The Fund will not mortgage, pledge, or hypothecate any assets
except to secure permitted borrowings.  In those cases, it may
pledge assets having a market value not exceeding the lesser of
the dollar amounts borrowed or 15% of the value of total assets
of the Fund at the time of the pledge.
Lending Cash or Securities
The Fund will not lend any of its assets, except portfolio
securities.  This shall not prevent the Fund from purchasing or
holding bonds, debentures, notes, certificates of indebtedness or
other debt securities, entering into repurchase agreements, or
engaging in other transactions where permitted by its investment
objective, policies, and limitations or Declaration of Trust.
Investing in Commodities and Real Estate
The Fund  will not purchase or sell commodities, commodity
contracts, or commodity futures contracts.  The Fund will not
purchase or sell real estate, although it may invest in
securities of issuers whose business involves the purchase or
sale of real estate or in securities which are secured by real
estate or interests in real estate.
Underwriting
The Fund will not underwrite any issue of securities, except as
it may be deemed to be an underwriter under the Securities Act of
1933 in connection with the sale of securities in accordance with
its investment objective, policies, and limitations.
Concentration of Investments
The Fund will not invest 25% or more of the value of its total
assets in any one industry, except that the Fund will generally
invest 25% or more of the value of its total assets in the
commercial paper issued by finance companies.  The Fund may
invest 25% or more of the value of its total assets in cash or
cash items, securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities or instruments
secured by these money market instruments, such as repurchase
agreements.
Diversification of Investments
With respect to 75% of the value of its total assets, the Fund
will not purchase securities issued by any one issuer (other than
cash, cash items, or securities issued or guaranteed by the
government of the United States or its agencies or
instrumentalities and repurchase agreements collateralized by
such securities) if as a result more than 5% of the value of its
total assets would be invested in the securities of that issuer.
Investing in Restricted Securities
The Fund will not invest more than 10% of the value of its net
assets in securities which are subject to legal or contractual
restrictions on resale, except for commercial paper issued under
Section 4 (2) of the Securities Act of 1933.
The above limitations cannot be changed without shareholder
approval.  The following investment limitations, however, may be
changed by the Trustees without shareholder approval.
Shareholders will be notified before any material change in these
limitations becomes effective.
Investing in Illiquid Securities
The Fund will not invest more than 10% of the value of its net
assets in illiquid securities.
Investing in Securities of Other Investment Companies
The Fund will not purchase securities of other investment
companies, except as part of a merger, consolidation, or other
acquisition.
Investing in New Issuers
The Fund will not invest more than 5% of the value of its total
assets in securities of issuers which have records of less than
three years of continuous operations, including the operation of
any predecessor.
Investing for Control
The Fund will not invest in securities of a company for the
purpose of exercising control or management.
Investing in Issuers Whose Securities are Owned by Officers of
the Trust
The Fund will not purchase or retain the securities of any issuer
if the Officers and Trustees of the Trust or the Fund's
investment adviser owning individually more than .50 of 1% of the
issuer's securities together own more than 5% of the issuer's
securities.
Investing in Options
The Fund will not invest in puts, calls, straddles, spreads, or
any combination of them.
Investing in Minerals
The Fund will not purchase or sell interests in oil, gas, or
other mineral exploration or development programs or leases,
although it may purchase the securities of issuers which invest
in or sponsor such programs.
For purposes of the above limitations, the Fund considers
certificates of deposit and demand and time deposits issued by a
U.S. branch of a domestic bank or savings and loan having
capital, surplus, and undivided profits in excess of $100,000,000
at the time of investment to be "cash items." Except with respect
to borrowing money, if a percentage limitation is adhered to at
the time of investment, a later increase or decrease in
percentage resulting from any change in value or net assets will
not result in a violation of such limitation.
The Fund did not borrow money or pledge securities in excess of
5% of the value of its net assets during the last fiscal year and
has no present intent to do so during the coming fiscal year.
Brokerage Transactions
When selecting brokers and dealers to handle the purchase and
sale of portfolio instruments, the adviser looks for prompt
execution of the order at a favorable price.  In working with
dealers, the adviser will generally use those who are recognized
dealers in specific portfolio instruments, except when a better
price and execution of the order can be obtained elsewhere.  The
adviser makes decisions on portfolio transactions and selects
brokers and dealers subject to guidelines established by the
Board of Trustees.  The adviser may select brokers and dealers
who offer brokerage and research services.  These services may be
furnished directly to the Fund or to the adviser and may include:
advice as to the advisability of investing in securities;
security analysis and reports; economic studies; industry
studies; receipt of quotations for portfolio evaluations; and
similar services.  Research services provided by brokers and
dealers may be used by the adviser or its affiliates in advising
the Trust and other accounts.  To the extent that receipt of
these services may supplant services for which the adviser or its
affiliates might otherwise have paid, it would tend to reduce
their expenses.  The adviser and its affiliates exercise
reasonable business judgment in selecting brokers who offer
brokerage and research services to execute securities
transactions.  They determine in good faith that commissions
charged by such persons are reasonable in relationship to the
value of the brokerage and research services provided.  During
the fiscal year(s) ended July 31, 1994, 1993, and 1992, the Fund
paid no brokerage commissions.
Although investment decisions for the Fund are made independently
from those of the other accounts managed by the adviser,
investments of the type the Fund may make may also be made by
those other accounts.  When the Fund and one or more other
accounts managed by the adviser are prepared to invest in, or
desire to dispose of, the same security, available investments or
opportunities for sales will be allocated in a manner believed by
the adviser to be equitable to each.  In some cases, this
procedure may adversely affect the price paid or received by the
Fund or the size of the position obtained or disposed of by the
Fund.  In other cases, however, it is believed that coordination
and the ability to participate in volume transactions will be to
the benefit of the Fund.
Money Market Obligations Trust Management
Officers and Trustees
Officers and Trustees are listed with their addresses, principal
occupations, and present positions.


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

Chairman and Trustee

Chairman  and Trustee, Federated Investors, Federated  Advisers,
Federated  Management,  and  Federated  Research;  Chairman  and
Director, Federated Research Corp.; Chairman, Passport Research,
Ltd.; Director, AEtna Life and Casualty Company; Chief Executive
Officer  and Director, Trustee, or Managing General  Partner  of
the Funds.  Mr. Donahue is the father of J. Christopher Donahue,
President and Trustee of the Trust.


Thomas G. Bigley
28th Floor, One Oxford Center
Pittsburgh, PA

Trustee

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


John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL

Trustee

President,  Investment  Properties  Corporation;  Senior   Vice-
President,   John  R.  Wood  and  Associates,  Inc.,   Realtors;
President, Northgate Village Development Corporation; Partner or
Trustee  in  private real estate ventures in Southwest  Florida;
Director,  Trustee, or Managing General Partner  of  the  Funds;
formerly, President, Naples Property Management, Inc.


William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA

Trustee

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


J. Christopher Donahue *
Federated Investors Tower
Pittsburgh, PA

President and Trustee

President  and Trustee, Federated Investors, Federated  Advisers,
Federated  Management,  and  Federated  Research;  President  and
Director, Federated Research Corp.; President, Passport Research,
Ltd.;   Trustee,  Federated  Administrative  Services,  Federated
Services  Company, and Federated Shareholder Services;  President
or  Vice  President of the Funds; Director, Trustee, or  Managing
General Partner of some of the Funds. Mr. Donahue is the  son  of
John F. Donahue, Chairman and Trustee of the Trust.


James E. Dowd
571 Hayward Mill Road
Concord, MA

Trustee

Attorney-at-law;  Director,  The  Emerging  Germany  Fund,  Inc.;
Director,  Trustee,  or Managing General Partner  of  the  Funds;
formerly, Director, Blue Cross of Massachusetts, Inc.


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

Trustee

Hematologist,   Oncologist,  and  Internist,   Presbyterian   and
Montefiore   Hospitals;  Professor  of  Medicine   and   Trustee,
University   of   Pittsburgh;  Director  of   Corporate   Health,
University  of Pittsburgh Medical Center; Director,  Trustee,  or
Managing General Partner of the Funds.


Edward L. Flaherty, Jr.@
5916 Penn Mall
Pittsburgh, PA

Trustee

Attorney-at-law;  Partner,  Meyer and Flaherty;  Director,  Eat'N
Park  Restaurants, Inc., and Statewide Settlement  Agency,  Inc.;
Director,  Trustee,  or Managing General Partner  of  the  Funds;
formerly, Counsel, Horizon Financial, F.A., Western Region.


Peter E. Madden
225 Franklin Street
Boston, MA

Trustee

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


Gregor F. Meyer
5916 Penn Mall
Pittsburgh, PA

Trustee

Attorney-at-law;   Partner,   Meyer   and   Flaherty;   Chairman,
Meritcare,   Inc.;   Director,  Eat'N  Park  Restaurants,   Inc.;
Director,  Trustee,  or Managing General Partner  of  the  Funds;
formerly, Vice Chairman, Horizon Financial, F.A.


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA

Trustee

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


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA

Trustee

Public  relations/marketing consultant;  Director,  Trustee,  or
Managing General Partner of the Funds.


Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA

Vice President

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


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA

Vice President and Treasurer

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


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA

Vice President and Secretary

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

*  This Trustee is deemed to be an "interested person" of the
 Trust as defined in the Investment Company Act of 1940, as
 amended.
@ Member of the Trust's  Executive Committee.  The Executive
 Committee of the Board of Trustees handles the responsibilities
 of the Board of Trustees  between meetings of the Board.
The Funds
As referred to in the list of Trustees and Officers, "Funds"
includes the following investment companies:  American Leaders
Fund, Inc.; Annuity Management Series; Arrow Funds; Automated
Cash Management Trust; Automated Government Money Trust;
California Municipal Cash Trust; Cash Trust Series II; Cash Trust
Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily
Passport Cash Trust; Federated ARMs Fund; Federated Exchange
Fund, Ltd.; Federated GNMA Trust; Federated Government Trust;
Federated Growth Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index
Trust; Federated Institutional Trust; Federated Intermediate
Government Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Intermediate Government Trust;  Federated
Short-Term U.S. Government Trust; Federated Stock Trust;
Federated Tax-Free Trust; Federated U.S. Government Bond Fund;
First Priority Funds; Fixed Income Securities, Inc.; Fortress
Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal
Income Fund, Inc.; Fortress Utility Fund, Inc.; Fund for U.S.
Government Securities, Inc.; Government Income Securities, Inc.;
High Yield Cash Trust; Insight Institutional Series, Inc.;
Insurance Management Series; Intermediate Municipal Trust;
International Series, Inc.; Investment Series Funds, Inc.;
Investment Series Trust; Liberty Equity Income Fund, Inc.;
Liberty High Income Bond Fund, Inc.; Liberty Municipal Securities
Fund, Inc.; Liberty U.S. Government Money Market Trust; Liberty
Term Trust, Inc. - 1999; Liberty Utility Fund, Inc.; Liquid Cash
Trust; Managed Series Trust; The Medalist Funds: Money Market
Management, Inc.; Money Market Obligations Trust; Money Market
Trust; Municipal Securities Income Trust; New York Municipal Cash
Trust; 111 Corcoran Funds; Peachtree Funds; The Planters Funds;
Portage Funds; RIMCO Monument Funds; The Shawmut Funds; Short-
Term Municipal Trust; Star Funds; The Starburst Funds; The
Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst Funds;
Targeted Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For Government
Cash Reserves; Trust for Short-Term U.S. Government Securities;
Trust for U.S. Treasury Obligations; World Investment Series,
Inc.
Fund Ownership
Officers and Trustees own less than 1% of the Fund's outstanding
shares.
As of October 28, 1994, the following shareholder(s) of record
owned 5% or more of the outstanding Institutional Shares of the
Fund:  Var & Co, St. Paul, Minnesota, owned approximately
249,260,420 shares (14.14%); Ombit Co., Omaha, Nebraska, owned
approximately 106,643,069 shares (6.05%); Boston Safe Deposit and
Trust, Pittsburgh, Pennnsylvania, owned approximately 100,000,000
shares (5.67%); and Detroit Public Schools, Detroit, Michigan,
owned approximately 94,383,519 shares (5.35%).
As of October 28, 1994, the following shareholder(s) of record
owned 5% or more of the outstanding Institutional Service Shares
of the Fund:  Peoples Bank, Bridgeport, Connecticut, owned
approximately 82,325,760 shares (81.93%) and National Instruments
Corp., Austin, Texas, owned approximately 6,483,695 shares
(6.45%).
Trustee Liability
The Declaration of Trust provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law.
However, they are not protected against any liability to which
they would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of their office.
Investment Advisory Services
Investment Adviser
The Fund's investment adviser is Federated Management.  It is a
subsidiary of Federated Investors.  All the voting securities of
Federated Investors are owned by a trust, the trustees of which
are John F. Donahue, his wife and his son, J. Christopher
Donahue.
The adviser shall not be liable to Trust, the Fund, or any
shareholder of the Fund for any losses that may be sustained in
the purchase, holding, or sale of any security or for anything
done or omitted by it, except acts or omissions involving willful
misfeasance, bad faith, gross negligence, or reckless disregard
of the duties imposed upon it by its contract with the Trust.
Advisory Fees
For its advisory services, Federated Management receives an
annual investment advisory fee as described in the prospectus.
For the fiscal years ended July 31, 1994, 1993, and 1992, the
adviser earned $2,368,688, $2,033,502, and $1,227,947,
respectively, of which $1,615,921, $955,268, and $633,165,
respectively, were voluntarily waived.
  State Expense Limitations
     The adviser has undertaken to comply with the expense
     limitations established by certain states for investment
     companies whose shares are registered for sale in those
     states.  If the Fund's normal operating expenses (including
     the investment advisory fee, but not including brokerage
     commissions, interest, taxes, and extraordinary expenses)
     exceed 2-1/2% per year of the first $30 million of average
     net assets, 2% per year of the next $70 million of average
     net assets, and 1-1/2% per year of the remaining average net
     assets, the adviser will reimburse the Fund for its expenses
     over the limitation.
     If the Fund's monthly projected operating expenses exceed
     this limitation, the investment advisory fee paid will be
     reduced by the amount of the excess, subject to an annual
     adjustment.  If the expense limitation is exceeded, the
     amount to be reimbursed by the adviser will be limited, in
     any single fiscal year, by the amount of the investment
     advisory fees.
     This arrangement is not part of the advisory contract and
     may be amended or rescinded in the future.
Fund Administration
Administrative Services
Federated Administrative Services, a subsidiary of Federated
Investors, provides administrative personnel and services to the
Fund for a fee as described in the prospectus.  Prior to March 1,
1994, Federated Administrative Services, Inc., also a subsidiary
of Federated Investors, served as the Fund's administrator.  (For
purposes of this Statement of Additional Information, Federated
Administrative Services and Federated Administrative Services,
Inc., may hereinafter collectively be referred to as the
"Administrators.")  For the fiscal year ended July 31, 1994, the
Administrators collectively earned $762,145.  For the fiscal
years ended July 31, 1993 and 1992, Federated Administrative
Services, Inc., earned $455,288 and $283,251, respectively.  Dr.
Henry J. Gailliot, an officer of Federated Management, the
adviser to the Fund, holds approximately  20% of the outstanding
common stock and serves as a director of Commercial Data
Services, Inc., a company which provides computer processing
services to Federated Administrative Services, Inc. and Federated
Administrative Services.
Custodian
State Street Bank and Trust Company, Boston, MA, is custodian for
the securities and cash of the Fund.
Transfer Agent and Portfolio Recordkeeper
Federated  Services Company, Pittsburgh, PA, serves  as  transfer
agent  and dividend disbursing agent for the Fund.  The fee  paid
to  the transfer agent is based upon the size, type and number of
accounts and transactions made by shareholders.
Federated  Services Company also maintains the Trust's accounting
records.   The fee paid for this service is based upon the  level
of  the  Fund's  average net assets for the period  plus  out-of-
pocket expenses.
Shareholder Services Plan
This arrangement permits the payment of fees to Federated
Shareholder Services and, indirectly to financial institutions to
cause services to be provided to shareholders by a representative
who has knowledge of the shareholder's particular circumstances
and goals.  These activities and services may include, but are
not limited to, 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.
For the period from July 5, 1994 (date of initial public
offering), to July 31, 1994, payments in the amount of $652 were
made pursuant to the Shareholder Services Plan on behalf of the
Institutional Service Shares.  In addition, for the period from
March 1, 1994 through July 5, 1994, payments in the amount of
$205,170 were made on behalf of the Institutional Shares.
Determining Net Asset Value
The Trustees have decided that the best method for determining
the value of portfolio instruments is amortized cost. Under this
method, portfolio instruments are valued at the acquisition cost
as adjusted for amortization of premium or accumulation of
discount rather than at current market value. Accordingly,
neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the
portfolio. In periods of declining interest rates, the indicated
daily yield on shares of the Fund computed by dividing the
annualized daily income on the Fund's portfolio by the net asset
value computed as above may tend to be higher than a similar
computation made by using a method of valuation based upon market
prices and estimates. In periods of rising interest rates, the
opposite may be true.
The Fund's use of the amortized cost method of valuing portfolio
instruments depends on its compliance with certain conditions in
Rule 2a-7 (the "Rule") promulgated by the Securities and Exchange
Commission under the Investment Company Act of 1940. Under the
Rule, the Trustees must establish procedures reasonably designed
to stabilize the net asset value per share, as computed for
purposes of distribution and redemption, at $1.00 per share,
taking into account current market conditions and the Fund's
investment objective. The procedures include monitoring the
relationship between the amortized cost value per share and the
net asset value per share based upon available indications of
market value. The Trustees will decide what, if any, steps should
be taken if there is a difference of more than 0.5 of 1% between
the two values. The Trustees will take any steps they consider
appropriate (such as redemption in kind or shortening the average
portfolio maturity) to minimize any material dilution or other
unfair results arising from differences between the two methods
of determining net asset value.
Redemption in Kind
The Fund is obligated to redeem shares solely in cash up to
$250,000 or 1% of the Fund's net asset value, whichever is less,
for any one shareholder within a 90-day period.  Any redemption
beyond this amount will also be in cash unless the Trustees
determine that further payments should be in kind.  In such
cases, the Fund will pay all or a portion of the remainder of the
redemption in portfolio instruments valued in the same way as the
Fund determines net asset value. The portfolio instruments will
be selected in a manner that the Trustees deem fair and
equitable.  Redemption in kind is not as liquid as a cash
redemption.  If redemption is made in kind, shareholders who sell
these securities could receive less than the redemption value and
could incur certain transaction costs.
The Fund's Tax Status
To qualify for the special tax treatment afforded to regulated
investment companies, the Fund must, among other  requirements:
derive at least 90% of its gross income from dividends, interest,
and gains from the sale of securities; derive less than 30% of
its gross income from the sale of securities held less than three
months; invest in securities within certain statutory limits; and
distribute to its shareholders at least 90% of its net income
earned during the year.
Performance Information
Performance depends upon such variables as: portfolio quality;
average portfolio maturity; type of instruments in which the
portfolio is invested; changes in interest rates; changes in
expenses; and the relative amount of cash flow. To the extent
that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an
investment in shares of the Fund, the performance will be reduced
for those shareholders paying those fees.
Yield
The yield is calculated based upon the seven days ending on the
day of the calculation, called the "base period." This yield is
computed by: determining the net change in the value of a
hypothetical account with a balance of one share at the beginning
of the base period, with the net change excluding capital changes
but including the value of any additional shares purchased with
dividends earned from the original one share and all dividends
declared on the original and any purchased shares; dividing the
net change in the account's value by the value of the account at
the beginning of the base period to determine the base period
return; and multiplying the base period return by 365/7.
For the seven-day period ended July 31, 1994, the yield for
Institutional Shares was 4.30% and Institutional Service Shares
was 4.08%.
Effective Yield
The effective yield is calculated by compounding the unannualized
base period return by: adding 1 to the base period return;
raising the sum to the 365/7th power; and subtracting 1 from the
result.
For the seven-day period ended July 31, 1994, the effective yield
for Institutional Shares was 4.39% and Institutional Service
Shares was 4.16%.
Total Return
Average annual total return is the average compounded rate of
return for a given period that would equate a $1,000 initial
investment to the ending redeemable value of that investment.
The ending redeemable value is compounded by multiplying the
number of shares owned at the end of the period by the net asset
value per share at the end of the period.  The number of shares
owned at the end of the period is based on the number of shares
purchased at the beginnning of the period with $1,000, adjusted
over the period by any additional shares, assuming the monthly
reinvestment of all dividends and distributions.
Cumulative total return reflects the total performance over a
specific period of time.  For the period from July 5, 1994 (date
of initial public offering) through July 31, 1994, the cumulative
total return for Institutional Service Shares was 0.30%.  This
total return is representative of less than one  month of
activity since the date of initial public offering.
Prior to the creation of separate classes of shares, for the one-
year period ended July 31, 1994, and for the period from March
26, 1990 (start of performance) through July 31, 1994, the
average annual total returns were 3.47% and 4.98%, respectively,
for Institutional Shares.
Performance Comparisons
Investors may use financial publications and/or indices to obtain
a more complete view of the Fund's performance. When comparing
performance, investors should consider all relevant factors such
as the composition of any index used, prevailing market
conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute net asset value.
The financial publications and/or indices which the Fund uses in
advertising may include:
   oLipper 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.
   oDonoghue'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.
   oMoney, a monthly magazine, regularly ranks money market
     funds in various categories based on the latest available
     seven-day effective yield.
   oBank Rate MonitorC National Index, Miami Beach, Florida,
     published weekly, is an average of the interest rates of
     personal money market deposit accounts at ten of the largest
     banks and thrifts in each of the five largest Standard
     Metropolitan Statistical Areas. If more than one rate is
     offered, the lowest rate is used. Account minimums and
     compounding methods may vary.
Financial Statements
The financial statements for the fiscal year ended July 31, 1994,
are incorporated herein by reference to the Fund's Annual Report
dated July 31, 1994 (File No. 811-5950).  A copy of the Annual
Report may be obtained without charge by contacting the Fund at
the address located on the back cover of the prospectus.
Appendix
Standard and Poor's Ratings Group Corporate Bond Rating
Definitions
AAA-Debt rated "AAA" has the highest rating assigned by Standard
& Poor's Ratings Group.  Capacity to pay interest and repay
principal is extremely strong.
AA-Debt rated "AA" has a very strong capacity to pay interest and
repay principal and differs from the higher 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
effect of changes in circumstances and economic conditions than
debt in higher rated categories.

Moody's Investors Service, Inc. Corporate Bond Rating Definitions
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 as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.
Aa-Bonds which are rated Aa are judged to be of high quality by
all standards.  Together with the Aaa group, they comprise what
are generally known as high grade bonds.  They are rated lower
than the best bonds because margins of protection may not be as
large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger
than in Aaa securities.
A-Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and interest
are considered adequate but elements may be present which suggest
a susceptibility to impairment sometime in the future.

Fitch Investors Service, Inc. Investment Grade Bond Rating
Definitions
AAA-Bonds considered to be investment grade and of the highest
credit quality.  The obligor has an exceptionally strong ability
to pay interest and repay principal, which is unlikely to be
affected by reasonably foreseeable events.
AA-Bonds considered to be investment grade and of very high
credit quality.  The obligor's ability to pay interest and repay
principal is very strong, although not quite as strong as bonds
rated "AAA."  Because bonds rated in the "AAA" and "AA"
categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated
"F-1+."
A-Bonds considered to be investment grade and of high credit
quality.  The obligor's ability to pay interest and repay
principal is considered strong, but may be more vulnerable to
adverse changes in economic conditions and circumstances than
bonds with higher ratings.

Standard & Poor's Ratings Group Commercial Paper Rating
Definitions
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.

Moody's Investors Service, Inc. Commercial Paper Rating
Definitions
Prime-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
Prime-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.

Fitch Investors Service, Inc. Short-Term Debt Rating Definitions
F-1+ - Exceptionally Strong Credit Quality.  Issues assigned this
rating are regarded as having the strongest degree of assurance
for timely payment.
F-1 - Very Strong Credit Quality.  Issues assigned this rating
reflect an assurance for timely payment only slightly less in
degree than issues rated "F-1+."
F-2 - Good Credit Quality.  Issues carrying this rating have a
satisfactory degree of assurance for timely payment, but the
margin  of  safety  is  not as great as for issues assigned "F-
1+" and "F-1" ratings.






















60934N708
60934N203
9110205B (11/94)

- --------------------------------------------------------------------------------
    PRIME OBLIGATIONS FUND
    (A PORTFOLIO OF MONEY MARKET OBLIGATIONS TRUST)
     INSTITUTIONAL SHARES
     PROSPECTUS

     The  Institutional  Shares  of  Prime  Obligations  Fund  (the "Fund")
     offered by  this  prospectus  represent  interests  in  a  diversified
     portfolio of Money Market Obligations Trust (the "Trust"), an open-end
     management  investment company  (a mutual  fund). The  Fund invests in
     money market  securities to  provide  current income  consistent  with
     stability of principal.

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

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

     The Fund has also  filed a Statement  of Additional Information  dated
     November  30, 1994, with  the Securities and  Exchange Commission. The
     information contained in  the Statement of  Additional Information  is
     incorporated by reference into this prospectus. You may request a copy
     of  the Statement of Additional Information  free of charge by calling
     1-800-235-4669. To obtain other  information, or make inquiries  about
     the  Fund, contact the Fund at the  address listed in the back of this
     prospectus.

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

     Prospectus dated November 30, 1994

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

<TABLE>
<S>                                       <C>
SUMMARY OF FUND EXPENSES                          1
- ---------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SHARES                                          2
- ---------------------------------------------------
GENERAL INFORMATION                               3
- ---------------------------------------------------
INVESTMENT INFORMATION                            3
- ---------------------------------------------------
  Investment Objective                            3
  Investment Policies                             3
  Investment Risks                                7
  Investment Limitations                          7
  Regulatory Compliance                           7

TRUST INFORMATION                                 7
- ---------------------------------------------------
  Management of the Trust                         7
  Distribution of Shares                          8
  Administration of the Fund                      9
  Expenses of the Fund and Institutional
    Shares                                        9
NET ASSET VALUE                                  10
- ---------------------------------------------------
INVESTING IN THE FUND                            10
- ---------------------------------------------------
  Share Purchases                                10
  Minimum Investment Required                    11
  Subaccounting Services                         11
  Certificates and Confirmations                 11
  Dividends                                      11
  Capital Gains                                  11

REDEEMING SHARES                                 11
- ---------------------------------------------------
  By Mail                                        12
  Telephone Redemption                           12
  Accounts with Low Balances                     13

SHAREHOLDER INFORMATION                          13
- ---------------------------------------------------
  Voting Rights                                  13
  Massachusetts Partnership Law                  13

TAX INFORMATION                                  14
- ---------------------------------------------------
  Federal Income Tax                             14
  Pennsylvania Corporate and Personal
    Property Taxes                               14

PERFORMANCE INFORMATION                          14
- ---------------------------------------------------
OTHER CLASSES OF SHARES                          15
- ---------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SERVICE SHARES                                 16
- ---------------------------------------------------
ADDRESSES                                        17
- ---------------------------------------------------
</TABLE>

                                       I

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

<TABLE>
<CAPTION>
                                       INSTITUTIONAL SHARES
                                 SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                      <C>        <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering price).......................       None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)............       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable)........................................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable)................................       None
Exchange Fee......................................................................................       None

                          ANNUAL INSTITUTIONAL SHARES OPERATING EXPENSES
                             (As a percentage of average net assets)
Management Fee (after waiver) (1).................................................................      0.08%
12b-1 Fee.........................................................................................    None
Total Other Expenses..............................................................................      0.12%
  Shareholder Services Fee (2).........................................................      0.00%
        Total Institutional Shares Operating Expenses (3).........................................      0.20%
<FN>
(1)   The management fee  has been reduced to reflect  the voluntary waiver of a
     portion of the  management fee.  The adviser can  terminate this  voluntary
     waiver  at any time at  its sole discretion. The  maximum management fee is
     0.20%.
(2)  The maximum shareholder services fee is 0.25%.
(3)  The Total  Institutional Shares Operating Expenses  in the table above  are
     based on expenses expected during the fiscal year ending July 31, 1995. The
     Total  Institutional Shares  Operating Expenses  were 0.20%  for the fiscal
     year ended July 31, 1994, and were  0.34% absent the voluntary waiver of  a
     portion of the management fee.
</TABLE>

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

<TABLE>
<CAPTION>
EXAMPLE                                                             1 YEAR     3 YEARS    5 YEARS   10 YEARS
- -----------------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                                <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return and (2) redemption at the end of
each time period.................................................     $2         $6         $11        $26
</TABLE>

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

    The information set forth in the foregoing table and example relates only to
Institutional  Shares of the Fund. The Fund  also offers another class of shares
called Institutional  Service  Shares. Institutional  Shares  and  Institutional
Service  Shares are subject to certain of  the same expenses. See "Other Classes
of Shares."

                                       1

PRIME OBLIGATIONS FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following  table  has  been  audited by  Arthur  Andersen  LLP,  the  Fund's
independent  public accountants. Their report, dated  September 15, 1994, on the
Fund's financial  statements  for the  year  ended July  31,  1994, and  on  the
following  table for each  of the periods  presented, is included  in the Annual
Report, which  is  incorporated by  reference.  This  table should  be  read  in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                                    YEAR ENDED JULY 31,
                                                              ---------------------------------------------------------------
                                                                 1994        1993        1992        1991          1990*
- ------------------------------------------------------------  ----------  ----------  ----------  ----------  ---------------
<S>                                                           <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                              $1.00       $1.00       $1.00       $1.00          $1.00
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------
  Net investment income                                            0.03        0.03        0.05        0.07          0.03
- ------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------
  Dividends to shareholders from net investment income            (0.03)      (0.03)      (0.05)      (0.07)        (0.03)
- ------------------------------------------------------------  ----------  ----------  ----------  ----------  ---------------
NET ASSET VALUE, END OF PERIOD                                    $1.00       $1.00       $1.00       $1.00         $1.00
- ------------------------------------------------------------  ----------  ----------  ----------  ----------  ---------------
TOTAL RETURN**                                                     3.47%       3.25%       4.74%       7.30%         2.89%
- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------
  Expenses                                                         0.20%       0.20%       0.20%       0.20%         0.20%(b)
- ------------------------------------------------------------
  Net investment income                                            3.47%       3.20%       4.53%       6.54%         8.21%(b)
- ------------------------------------------------------------
  Expense waiver/reimbursement (a)                                 0.14%       0.09%       0.10%       0.24%         0.68%(b)
- ------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------
  Net assets, end of period (000 omitted)                     $1,250,979  $1,098,159    $917,418    $473,593   $34,777
- ------------------------------------------------------------
<FN>

  * Reflects  operations for  the period  from March  26, 1990  (date of initial
    public investment) to July 31, 1990.

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

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

(b) Computed on an annualized basis.
</TABLE>

                                       2

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

The Trust was established as a Massachusetts business trust under a  Declaration
of  Trust dated October 3,  1988. The Declaration of  Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios  of securities.  The  shares in  any  one portfolio  may  be
offered  in separate classes. With respect to this  Fund, as of the date of this
prospectus, the  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 as a  convenient means of accumulating  an interest in a
professionally managed, diversified portfolio investing primarily in  short-term
money market securities. A minimum initial investment of $25,000 is required.

Eligibility   for  investment  in  the  Fund  is  contingent  upon  an  investor
accumulating and maintaining a minimum  aggregate investment of $200,000,000  in
Federated  funds within a twelve-month period. For this purpose, (1) an investor
is defined as  a financial  institution or its  collective customers,  including
affiliate  financial  institutions  and  their  collective  customers,  or other
institutions that are determined to  qualify by Federated Securities Corp.,  and
(2)  Federated funds are  those mutual funds which  are distributed by Federated
Securities Corp. or  are advised by  or administered by  investment advisers  or
administrators  affiliated with Federated  Securities Corp. ("Federated Funds").
An investor's minimum investment  will be calculated  by combining all  accounts
the investor maintains with the Federated Funds, which includes the Trust.

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

INVESTMENT POLICIES

The  Fund pursues its investment objective by investing primarily in a portfolio
of money market 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. Unless indicated otherwise, the investment policies may
be changed by the  Trustees without shareholder  approval. Shareholders will  be
notified before any material change in these policies becomes effective.

ACCEPTABLE  INVESTMENTS.    The  Fund  invests  in  high  quality  money  market
instruments that are either rated in  the highest short-term rating category  by
one or more nationally recognized statistical

                                       3

rating  organizations  ("NRSROs") or  are  of comparable  quality  to securities
having such ratings. Examples of these instruments include, but are not  limited
to:

    - domestic  issues of  corporate debt  obligations, including  variable rate
      demand notes;

    - commercial paper (including Canadian Commercial Paper and Europaper);

    - certificates of deposit,  demand and time  deposits, bankers'  acceptances
      and  other instruments  of domestic  and foreign  banks and  other deposit
      institutions ("Bank Instruments");

    - short-term credit facilities;

    - asset-backed securities;

    - obligations issued or guaranteed as  to payment of principal and  interest
      by the U.S. government or one of its agencies or instrumentalities; and

    - other money market instruments.

The Fund invests only in instruments denominated and payable in U.S. dollars.

    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.

    BANK  INSTRUMENTS.  The Fund only  invests in Bank Instruments either issued
    by an institution having  capital, surplus and  undivided profits over  $100
    million,  or  insured by  the  Bank Insurance  Fund  ("BIF") or  the Savings
    Association Insurance Fund ("SAIF"). Bank Instruments may include Eurodollar
    Certificates of Deposit  ("ECDs"), Yankee Certificates  of Deposit  ("Yankee
    CDs")  and Eurodollar Time Deposits ("ETDs"). The Fund will treat securities
    credit enhanced with a bank's letter of credit as Bank Instruments.

    ASSET-BACKED SECURITIES.  Asset-backed  securities are securities issued  by
    special  purpose entities whose primary assets consist of a pool of loans or
    accounts  receivable.  The  securities  may  take  the  form  of  beneficial
    interests  in  special  purpose trusts,  limited  partnership  interests, or
    commercial paper  or  other debt  securities  issued by  a  special  purpose
    corporation.  Although  the securities  often have  some  form of  credit or
    liquidity enhancement, payments on the securities depend predominantly  upon
    collections of the loans and receivables held by the issuer.

    SHORT-TERM  CREDIT  FACILITIES.    The  Fund  may  enter  into,  or  acquire
    participations in,  short-term  borrowing  arrangements  with  corporations,
    consisting of either a short-term revolving

                                       4

    credit  facility or a master note agreement payable upon demand. Under these
    arrangements, the  borrower  may  reborrow  funds during  the  term  of  the
    facility.  The Fund  treats any  commitments to  provide such  advances as a
    standby commitment to purchase the borrower's notes.

RATINGS.  An NRSRO's  highest rating category is  determined without regard  for
sub-categories  and gradations.  For example,  securities rated  A-1 or  A-1+ by
Standard & Poor's Ratings Group  ("S&P"), Prime-1 by Moody's Investors  Service,
Inc. ("Moody's"), or F-1 (+ or -) by Fitch Investors Service, Inc. ("Fitch") are
all  considered rated in  the highest short-term rating  category. The Fund will
follow applicable regulations in  determining whether a  security rated by  more
than  one  NRSRO  can be  treated  as  being in  the  highest  short-term rating
category; currently,  such securities  must  be rated  by  two NRSROs  in  their
highest rating category. See "Regulatory Compliance."

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.

CREDIT ENHANCEMENT.  Certain of the Fund's acceptable investments may be  credit
enhanced  by  a guaranty,  letter of  credit, or  insurance. The  Fund typically
evaluates the credit  quality and  ratings of credit  enhanced securities  based
upon  the  financial condition  and ratings  of the  party providing  the credit
enhancement (the "credit enhancer"), rather than the issuer. Generally, the Fund
will not treat credit  enhanced securities as having  been issued by the  credit
enhancer  for  diversification  purposes. However,  under  certain circumstances
applicable regulations may require  the Fund to treat  the securities as  having
been  issued  by  both  the  issuer and  the  credit  enhancer.  The bankruptcy,
receivership, or  default  of the  credit  enhancer will  adversely  affect  the
quality and marketability of the underlying security.

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

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase securities
on  a when-issued or delayed delivery basis. These transactions are arrangements
in which the Fund purchases securities with payment and delivery scheduled for a
future time. The seller's failure to  complete these transactions may cause  the
Fund  to miss a price  or yield considered to  be advantageous. Settlement dates
may be a month or  more after entering into  these transactions, and the  market

                                       5

values   of  the  securities  purchased  may  vary  from  the  purchase  prices.
Accordingly, the Fund may pay more/less than the market value of the  securities
on the settlement date.

The Fund may dispose of a commitment prior to settlement if the adviser deems it
appropriate  to do so. In addition, the Fund may enter into transactions to sell
its  purchase  commitments  to  third  parties  at  current  market  values  and
simultaneously acquire other commitments to purchase similar securities at later
dates.  The Fund may realize short-term profits  or losses upon the sale of such
commitments.

LENDING OF PORTFOLIO SECURITIES.   In order to  generate additional income,  the
Fund  may lend its portfolio  securities on a short-term  or long-term basis, or
both, to broker/dealers, banks, or other institutional borrowers of  securities.
The  Fund will only enter into loan arrangements with broker/ dealers, banks, or
other institutions  which  the adviser  has  determined are  creditworthy  under
guidelines  established by the Trustees and will receive collateral at all times
equal to at least 100% of the value of the securities loaned.

RESTRICTED  AND  ILLIQUID  SECURITIES.    The  Fund  may  invest  in  restricted
securities.  Restricted  securities are  any securities  in  which the  Fund may
otherwise invest pursuant to its investment objective and policies but which are
subject to restrictions  on resale  under federal securities  law. However,  the
Fund will limit investments in illiquid securities, including certain restricted
securities  not determined  by the  Trustees to  be liquid,  non-negotiable time
deposits, and repurchase agreements providing for settlement in more than  seven
days after notice, to 10% of its net assets.

The Fund may invest in commercial paper issued in reliance on the exemption from
registration  afforded by  Section 4(2) of  the Securities Act  of 1933. Section
4(2) commercial paper is restricted  as to disposition under federal  securities
law,  and is generally  sold to institutional  investors, such as  the Fund, who
agree that they are purchasing the paper for investment purposes and not with  a
view  to public distribution. Any  resale by the purchaser  must be in an exempt
transaction.  Section  4(2)  commercial  paper  is  normally  resold  to   other
institutional  investors like  the Fund  through or  with the  assistance of the
issuer or investment dealers who make a market in Section 4(2) commercial paper,
thus providing liquidity. The Fund  believes that Section 4(2) commercial  paper
and  possibly certain  other restricted securities  which meet  the criteria for
liquidity established by  the Trustees of  the Fund are  quite liquid. The  Fund
intends,  therefore, to treat the restricted  securities which meet the criteria
for liquidity established  by the  Trustees, including  Section 4(2)  commercial
paper, as determined by the Fund's investment adviser, as liquid and not subject
to  the investment  limitation applicable  to illiquid  securities. In addition,
because Section 4(2) commercial paper is liquid, the Fund intends to not subject
such paper to the limitation applicable to restricted securities.

CONCENTRATION OF INVESTMENTS.   The Fund will  invest 25% or  more of its  total
assets in commercial paper issued by finance companies. The finance companies in
which  the Fund intends to invest can be divided into two categories, commercial
finance companies and consumer  finance companies. Commercial finance  companies
are principally engaged in lending to corporations or other businesses. Consumer
finance  companies  are primarily  engaged  in lending  to  individuals. Captive
finance  companies  or  finance  subsidiaries  which  exist  to  facilitate  the
marketing  and  financial  activities  of their  parent  will,  for  purposes of
industry  concentration,  be  classified  in  the  industry  of  their  parent's
corporation.  Concentrating investments in any one industry may subject the Fund
to more risk than if it did not concentrate investments.

                                       6

In addition, the Fund may invest 25% or more of the value of its total assets in
instruments issued by  a U.S.  branch of  a domestic  bank or  savings and  loan
having  capital, surplus, and undivided profits in excess of $100,000,000 at the
time of investment.

INVESTMENT RISKS

ECDs, ETDs, Yankee CDs, CCPs and  Europaper are subject to different risks  than
domestic  obligations of domestic banks or corporations. Examples of these risks
include international economic and political developments, foreign  governmental
restrictions  that may  adversely affect the  payment of  principal or interest,
foreign withholding or other taxes on interest income, difficulties in obtaining
or enforcing a judgment against the  issuing entity, and the possible impact  of
interruptions in the flow of international currency transactions. Risks may also
exist   for  ECDs,  ETDs,  and  Yankee  CDs  because  the  banks  issuing  these
instruments, or their domestic or foreign branches, are not necessarily  subject
to  the  same regulatory  requirements  that apply  to  domestic banks,  such as
reserve requirements,  loan  limitations,  examinations,  accounting,  auditing,
recordkeeping, and the public availability of information. These factors will be
carefully  considered by  the Fund's  adviser in  selecting investments  for the
Fund.

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.  This investment  limitation cannot  be changed  without shareholder
approval.

REGULATORY COMPLIANCE

The  Fund  may  follow  non-fundamental  operational  policies  that  are   more
restrictive  than its fundamental  investment limitations, as  set forth in this
prospectus and its Statement of Additional Information, in order to comply  with
applicable  laws and  regulations, including  the provisions  of and regulations
under the Investment Company  Act of 1940, as  amended. In particular, the  Fund
will  comply with  the various requirements  of Rule 2a-7  which regulates money
market mutual funds. For example,  with limited exceptions, Rule 2a-7  prohibits
the  investment of more than 5% of the  Fund's total assets in the securities of
any one issuer, although the Fund's investment limitation only requires such  5%
diversification  with respect to  75% of its  assets. The Fund  will invest more
than 5% of its assets in any  one issuer only under the circumstances  permitted
by  Rule  2a-7. The  Fund  will also  determine  the effective  maturity  of its
investments, as well as  its ability to consider  a security as having  received
the requisite short-term ratings by NRSROs, according to Rule 2a-7. The Fund may
change these operational policies to reflect changes in the laws and regulations
without the approval of its shareholders.

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

MANAGEMENT OF THE TRUST

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

                                       7

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

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

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

DISTRIBUTION OF SHARES

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

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

                                       8

Federated  Shareholder  Services may  elect to  pay financial  institutions fees
based upon shares owned by their  clients or customers for services provided  to
those clients and 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 accounting services) necessary to operate the Fund.  Federated
Administrative Services provides these at an annual rate as specified below:

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

The  administrative  fee  received during  any  fiscal  year shall  be  at least
$125,000 per portfolio and $30,000 per each additional class of shares.  Average
aggregate  daily  net  assets  include  those of  all  mutual  funds  advised by
affiliates of Federated Investors. Federated Administrative Services may  choose
voluntarily to waive a portion of its fee.

CUSTODIAN.   State Street Bank  and Trust Company, Boston,  MA, is custodian for
the securities and cash of the Fund.

TRANSFER AGENT  AND  DIVIDEND DISBURSING  AGENT.   Federated  Services  Company,
Pittsburgh,  PA, is  transfer agent for  the shares of,  and dividend disbursing
agent for, the Fund.

LEGAL COUNSEL.   Legal  counsel  is provided  by  Houston, Houston  &  Donnelly,
Pittsburgh, PA, and Dickstein, Shapiro & Morin, L.L.P., Washington, DC.

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

EXPENSES OF THE FUND AND INSTITUTIONAL SHARES

Holders  of Institutional Shares  pay their allocable portion  of Fund and Trust
expenses.

The Trust expenses for which holders of Institutional 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 Institutional 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.

                                       9

At present, no expenses  are allocated to the  Institutional Shares as a  class.
However the Board of Trustees reserves the right to allocate certain expenses to
holders  of Institutional Shares as it  deems appropriate ("class expenses"). In
any case, class expenses would be limited to: transfer agent fees as  identified
by  the  transfer  agent as  attributable  to holders  of  Institutional 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
Institutional  Shares; legal fees  relating solely to  Institutional Shares; and
Trustees' fees incurred as a result  of issues relating solely to  Institutional
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 shares  from
the  value of Fund assets attributable to  shares, and dividing the remainder by
the number of shares outstanding. The  Fund cannot guarantee that its net  asset
value will always remain at $1.00 per share.

The  net  asset value  is determined  at 12:00  noon, 3:00  p.m., and  4:00 p.m.
(Eastern time) Monday through Friday except on: (i) days on which there are  not
sufficient  changes in the value of the Fund's portfolio securities that its net
asset value might be materially affected;  (ii) days during which no shares  are
tendered  for redemption and no orders to purchase shares are received; or (iii)
the following holidays: New Year's  Day, Presidents' Day, Good Friday,  Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

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

SHARE PURCHASES

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

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

BY WIRE.  To purchase  by Federal Reserve wire, call  the Fund before 3:00  p.m.
(Eastern  time) to place an order. The order is considered received immediately.
Payment by federal funds must be  received before 3:00 p.m. (Eastern time)  that
day.  Federal funds should be wired  as follows: Federated Services Company, c/o
State Street Bank and Trust Company, Boston, Massachusetts; Attention: EDGEWIRE;
For Credit to: Prime Obligations  Fund--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.

                                       10

BY MAIL.  To purchase  by mail, send a check  made payable to Prime  Obligations
Fund--Institutional  Shares  to:  Federated  Services  Company,  P.O.  Box 8602,
Boston, MA 02266-8602. Orders  by mail are considered  received when payment  by
check  is converted into federal  funds. This is normally  the next business day
after the check is received.

MINIMUM INVESTMENT REQUIRED

The minimum initial  investment is  $25,000. Eligibility for  investment in  the
Fund  is  contingent upon  an investor  accumulating  and maintaining  a minimum
aggregate investment  of  $200,000,000  in Federated  Funds  within  a  12-month
period.

SUBACCOUNTING SERVICES

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

CERTIFICATES AND CONFIRMATIONS

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

Monthly  confirmations are sent to report transactions such as all purchases and
redemptions as well as dividends paid during the month.

DIVIDENDS

Dividends are  declared  daily and  paid  monthly. Dividends  are  automatically
reinvested  on  payment  dates in  additional  shares  of the  Fund  unless cash
payments are requested by writing to  the Fund. Shares purchased by wire  before
3:00  p.m. (Eastern time) begin earning  dividends that day. Shares purchased by
check begin earning dividends the day after the check is converted into  federal
funds.

CAPITAL GAINS

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

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

Shares are redeemed  at their  net asset value  next determined  after 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.

                                       11

BY MAIL

Shares  may be redeemed by sending a written request to: Prime Obligations Fund,
P.O. Box 8602, Boston,  MA 02266-8602. The written  request should state:  Prime
Obligations  Fund--Institutional Shares; shareholder's name; the account number;
and the share or dollar amount requested. Sign the request exactly as the shares
are registered. Shareholders should call the Fund for assistance in redeeming by
mail.

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

Shareholders  requesting a  redemption of $50,000  or more, a  redemption of any
amount to be sent to an  address other than that on  record with the Fund, or  a
redemption  payable  other than  to the  shareholder of  record must  have their
signatures guaranteed by:

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

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

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

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

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

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

Normally, a check for the proceeds is mailed within one business day, but in  no
event  more  than  seven days,  after  receipt  of a  proper  written redemption
request. Dividends  are paid  up to  and  including the  day that  a  redemption
request is processed.

TELEPHONE REDEMPTION

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

If the  redemption request  is received  before 3:00  p.m. (Eastern  time),  the
proceeds  will be wired the same day  to the shareholder's account at a domestic
commercial bank  which is  a member  of the  Federal Reserve  System, and  those
shares  redeemed will not be  entitled to that day's  dividend. A daily dividend
will be paid on shares redeemed if the redemption request is received after 3:00
p.m. (Eastern time).  However, the proceeds  are not wired  until the  following
business day. Under limited

                                       12

circumstances,  arrangements  may  be  made with  the  distributor  for same-day
payment of  proceeds,  without  that day's  dividend,  for  redemption  requests
received before 3:00 p.m. (Eastern time).

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

ACCOUNTS WITH LOW BALANCES

Due to the high  cost of maintaining  accounts with low  balances, the Fund  may
redeem  shares in  any account and  pay the  proceeds to the  shareholder if the
account balance  falls  below  a  required minimum  value  of  $25,000,  or  the
aggregate  investment in  Federated Funds  falls below  the required  minimum of
$200,000,000 to be maintained from and after twelve months from account opening,
due to shareholder redemptions.

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

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

VOTING RIGHTS

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

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

As of October 28,  1994, Peoples Bank, Bridgeport,  Connecticut owned 81.93%  of
the  voting securities of the Institutional Service Shares, and, therefore, may,
for certain purposes, be deemed to control  the class and be able to affect  the
outcome of certain matters presented for a vote of shareholders.

MASSACHUSETTS PARTNERSHIP LAW

Under  certain  circumstances, shareholders  may  be held  personally  liable as
partners under Massachusetts law  for obligations of the  Trust. To protect  its
shareholders,  the  Trust  has  filed legal  documents  with  Massachusetts that
expressly disclaim the liability of its shareholders for acts or obligations  of
the Trust. These documents require notice of this disclaimer to be given in each
agreement,  obligation, or  instrument the Trust  or its Trustees  enter into or
sign.

In the unlikely event  a shareholder is held  personally liable for the  Trust's
obligations,  the  Trust is  required by  the  Declaration of  Trust to  use its
property to protect or compensate the shareholder. On

                                       13

request, the Trust will  defend any claim  made and pay  any judgment against  a
shareholder  for any act  or obligation of the  Trust. Therefore, financial loss
resulting from liability as  a shareholder will occur  only if the Trust  itself
cannot  meet its obligations to indemnify shareholders and pay judgments against
them.

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

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet  requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive  the special tax treatment afforded to  such companies. The Fund will be
treated as a  single, separate entity  for federal income  tax purposes so  that
income  (including  capital  gains) and  losses  realized by  the  Trust's other
portfolios will not  be combined  for tax purposes  with those  realized by  the
Fund.

Unless  otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions  received. This applies whether  dividends
and distributions are received in cash or as additional shares.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

In the opinion of Houston, Houston, & Donnelly, counsel to the Trust:

    - the  Fund is  not subject to  Pennsylvania corporate  or personal property
      taxes; and

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

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

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

From  time  to time,  the  Fund advertises  its  yield and  effective  yield for
Institutional Shares.

Yield represents the annualized  rate of income earned  on an investment over  a
seven-day  period. It is the annualized dividends earned during the period on an
investment shown  as a  percentage of  the investment.  The effective  yield  is
calculated  similarly to the yield, but when annualized, the income earned by an
investment is  assumed to  be  reinvested daily.  The  effective yield  will  be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment.

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

                                       14

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

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

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

The Fund also offers the following class.

Institutional Service Shares are sold at  net asset value primarily to  accounts
for  which  financial  institutions  act in  an  agency  or  fiduciary capacity.
Investments in Institutional  Service Shares  are subject to  a minimum  initial
investment of $25,000. Institutional Service Shares are currently subject to the
maximum shareholder services fee of 0.25%.

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

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

                                       15

PRIME OBLIGATIONS FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

The following  table  has  been  audited by  Arthur  Andersen  LLP,  the  Fund's
independent  public accountants. Their  report dated September  15, 1994, on the
Fund's financial  statements  for the  year  ended July  31,  1994, and  on  the
following  table for  the period  presented, is  included in  the Annual Report,
which is incorporated  by reference. This  table should be  read in  conjunction
with  the Fund's financial  statements and notes thereto,  which may be obtained
free of charge from the Fund.

<TABLE>
<CAPTION>
                                                              YEAR ENDED
                                                               JULY 31,
                                                              ----------
                                                                1994*
- ------------------------------------------------------------  ----------
<S>                                                           <C>
NET ASSET VALUE, BEGINNING OF PERIOD                             $1.00
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------
  Net investment income                                          0.003
- ------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------
  Dividends to shareholders from net investment income          (0.003)
- ------------------------------------------------------------  ----------
NET ASSET VALUE, END OF PERIOD                                   $1.00
- ------------------------------------------------------------  ----------
TOTAL RETURN**                                                    0.30%
- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------
  Expenses                                                        0.34%(b)
- ------------------------------------------------------------
  Net investment income                                           4.68%(b)
- ------------------------------------------------------------
  Expense waiver/reimbursement (a)                                0.14%(b)
- ------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------
  Net assets, end of period (000 omitted)                       $9,387
- ------------------------------------------------------------
<FN>
  * Reflects operations for the period from July 5, 1994 (date of initial public
    offering) to July 31, 1994.
 ** Based on  net  asset  value,  which  does not  reflect  the  sales  load  or
    contingent deferred sales charge, if applicable.
(a) This  voluntary expense  decrease is reflected  in both the  expense and net
    investment income ratios shown above.
(b) Computed on an annualized basis.
</TABLE>

                                       16

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

<TABLE>
<S>                                                              <C>
Prime Obligations Fund
              Institutional Shares                               Federated Investors Tower
                                                                 Pittsburgh, PA 15222-3779
- -------------------------------------------------------------------------------------------

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

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

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

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

Legal Counsel
              Houston, Houston & Donnelly                        2510 Centre City Tower
                                                                 Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------

Legal Counsel
              Dickstein, Shapiro & Morin, L.L.P.                 2101 L Street, N.W.
                                                                 Washington, DC 20037
- -------------------------------------------------------------------------------------------

Independent Public Accountants
              Arthur Andersen LLP                                2100 One PPG Place
                                                                 Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------
</TABLE>

                                       17

- --------------------------------------------------------------------------------
                                  PRIME OBLIGATIONS FUND
                                  INSTITUTIONAL SHARES
                                            PROSPECTUS

                                           A Diversified Portfolio of
                                           Money Market Obligations Trust,
                                           an Open-End Management
                                           Investment Company

                                           Prospectus dated November 30,
                                           1994

[LOGO] FEDERATED SECURITIES CORP.
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           60934N203
           9110205A (11/94)                [RECYCLED PAPER SYMBOL]


- --------------------------------------------------------------------------------
    PRIME OBLIGATIONS FUND
    (A PORTFOLIO OF MONEY MARKET OBLIGATIONS TRUST)
     INSTITUTIONAL SERVICE SHARES
     PROSPECTUS

     The  Institutional  Service  Shares  of  Prime  Obligations  Fund (the
     "Fund")  offered  by   this  prospectus  represent   interests  in   a
     diversified portfolio of Money Market Obligations Trust (the "Trust"),
     an  open-end management investment  company (a mutual  fund). The Fund
     invests  in  money  market   securities  to  provide  current   income
     consistent with stability of principal.

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

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

     The Fund has also  filed a Statement  of Additional Information  dated
     November  30, 1994, with  the Securities and  Exchange Commission. The
     information contained in  the Statement of  Additional Information  is
     incorporated by reference into this prospectus. You may request a copy
     of  the Statement of Additional Information  free of charge by calling
     1-800-235-4669. To obtain other  information, or make inquiries  about
     the  Fund, contact the Fund at the  address listed in the back of this
     prospectus.

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

     Prospectus dated November 30, 1994

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

<TABLE>
<S>                                       <C>
SUMMARY OF FUND EXPENSES                          1
- ---------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SERVICE SHARES                                  2
- ---------------------------------------------------
GENERAL INFORMATION                               3
- ---------------------------------------------------
INVESTMENT INFORMATION                            3
- ---------------------------------------------------
  Investment Objective                            3
  Investment Policies                             3
  Investment Risks                                7
  Investment Limitations                          7
  Regulatory Compliance                           7

TRUST INFORMATION                                 8
- ---------------------------------------------------
  Management of the Trust                         8
  Distribution of Shares                          8
  Administration of the Fund                      9
  Expenses of the Fund and Institutional
    Service Shares                                9
NET ASSET VALUE                                  10
- ---------------------------------------------------
INVESTING IN THE FUND                            10
- ---------------------------------------------------
  Share Purchases                                10
  Minimum Investment Required                    11
  Subaccounting Services                         11
  Certificates and Confirmations                 11
  Dividends                                      11
  Capital Gains                                  12

REDEEMING SHARES                                 12
- ---------------------------------------------------
  By Mail                                        12
  Telephone Redemption                           13
  Accounts with Low Balances                     13

SHAREHOLDER INFORMATION                          13
- ---------------------------------------------------
  Voting Rights                                  13
  Massachusetts Partnership Law                  14

TAX INFORMATION                                  14
- ---------------------------------------------------
  Federal Income Tax                             14
  Pennsylvania Corporate and Personal
    Property Taxes                               14

PERFORMANCE INFORMATION                          15
- ---------------------------------------------------
OTHER CLASSES OF SHARES                          15
- ---------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SHARES                                         16
- ---------------------------------------------------
ADDRESSES                                        17
- ---------------------------------------------------
</TABLE>

                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   INSTITUTIONAL SERVICE SHARES
                                 SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                      <C>        <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering price).......................       None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)............       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable)........................................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable)................................       None
Exchange Fee......................................................................................       None

<CAPTION>

                      ANNUAL INSTITUTIONAL SERVICE SHARES OPERATING EXPENSES
                             (As a percentage of average net assets)
<S>                                                                                      <C>        <C>
Management Fee (after waiver) (1).................................................................      0.08%
12b-1 Fee.........................................................................................       None
Total Other Expenses..............................................................................      0.37%
  Shareholder Services Fee.............................................................      0.25%
        Total Institutional Service Shares Operating Expenses (2).................................      0.45%
<FN>
(1)   The management fee  has been reduced to reflect  the voluntary waiver of a
     portion of the  management fee.  The adviser can  terminate this  voluntary
     waiver  at any time at  its sole discretion. The  maximum management fee is
     0.20%.
(2)  The  Total Institutional  Service Shares  Operating Expenses  in the  table
     above are based on expenses expected during the fiscal year ending July 31,
     1995.  The Total Institutional Service Shares Operating Expenses were 0.34%
     for the  fiscal  year  ended July  31,  1994,  and were  0.48%  absent  the
     voluntary waiver of a portion of the management fee.
</TABLE>

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

<TABLE>
<CAPTION>
EXAMPLE                                                                                 1 YEAR     3 YEARS
- -------------------------------------------------------------------------------------  ---------  ---------
<S>                                                                                    <C>        <C>
You would pay the following expenses on a $1,000 investment assuming (1) 5% annual
return and (2) redemption at the end of each time period.............................     $5         $14
</TABLE>

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

    The information set forth in the foregoing table and example relates only to
Institutional  Service Shares of the Fund. The Fund also offers another class of
shares  called   Institutional   Shares.  Institutional   Service   Shares   and
Institutional  Shares are  subject to certain  of the same  expenses. See "Other
Classes of Shares."

                                       1

PRIME OBLIGATIONS FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

The following  table  has  been  audited by  Arthur  Andersen  LLP,  the  Fund's
independent  public accountants. Their  report dated September  15, 1994, on the
Fund's financial  statements  for the  year  ended July  31,  1994, and  on  the
following  table for  the period  presented, is  included in  the Annual Report,
which is incorporated  by reference. This  table should be  read in  conjunction
with  the Fund's financial  statements and notes thereto,  which may be obtained
free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                          YEAR ENDED
                                                                        JULY 31, 1994*
- ----------------------------------------------------------------------  --------------
<S>                                                                     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                        $1.00
- ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------
  Net investment income                                                     0.003
- ----------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------
  Dividends to shareholders from net investment income                     (0.003)
- ----------------------------------------------------------------------  --------------
NET ASSET VALUE, END OF PERIOD                                             $1.00
- ----------------------------------------------------------------------  --------------
TOTAL RETURN**                                                              0.30%
- ----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------
  Expenses                                                                  0.34%(b)
- ----------------------------------------------------------------------
  Net investment income                                                     4.68%(b)
- ----------------------------------------------------------------------
  Expense waiver/reimbursement (a)                                          0.14%(b)
- ----------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------
  Net assets, end of period (000 omitted)                               $9,387
- ----------------------------------------------------------------------
<FN>

  * Reflects operations for the period from July 5, 1994 (date of initial public
    offering) to July 31, 1994.

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

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

(b) Computed on an annualized basis.
</TABLE>

                                       2

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

The Trust was established as a Massachusetts business trust under a  Declaration
of  Trust dated October 3,  1988. The Declaration of  Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios  of securities.  The  shares in  any  one portfolio  may  be
offered  in separate classes. With respect to this  Fund, as of the date of this
prospectus, the  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 as a convenient means of accumulating an interest in
a  professionally  managed,   diversified  portfolio   investing  primarily   in
short-term  money market securities. A minimum  initial investment of $25,000 is
required.

Eligibility  for  investment  in  the  Fund  is  contingent  upon  an   investor
accumulating  and maintaining a minimum  aggregate investment of $200,000,000 in
Federated funds within a twelve-month period. For this purpose, (1) an  investor
is  defined as  a financial institution  or its  collective customers, including
affiliate financial  institutions  and  their  collective  customers,  or  other
institutions  that are determined to qualify  by Federated Securities Corp., and
(2) Federated funds are  those mutual funds which  are distributed by  Federated
Securities  Corp. or  are advised by  or administered by  investment advisers or
administrators affiliated with Federated  Securities Corp. ("Federated  Funds").
An  investor's minimum investment  will be calculated  by combining all accounts
the investor maintains with the Federated Funds, which includes the Trust.

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

INVESTMENT POLICIES

The Fund pursues its investment objective by investing primarily in a  portfolio
of  money market 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. Unless indicated otherwise, the investment policies may
be  changed by the  Trustees without shareholder  approval. Shareholders will be
notified before any material change in these policies becomes effective.

ACCEPTABLE  INVESTMENTS.    The  Fund  invests  in  high  quality  money  market
instruments  that are either rated in  the highest short-term rating category by
one or more nationally recognized statistical

                                       3

rating organizations  ("NRSROs")  or are  of  comparable quality  to  securities
having  such ratings. Examples of these instruments include, but are not limited
to:

    - domestic issues  of corporate  debt obligations,  including variable  rate
      demand notes;

    - commercial paper (including Canadian Commercial Paper and Europaper);

    - certificates  of deposit,  demand and time  deposits, bankers' acceptances
      and other  instruments of  domestic and  foreign banks  and other  deposit
      institutions ("Bank Instruments");

    - short-term credit facilities;

    - asset-backed securities;

    - obligations  issued or guaranteed as to  payment of principal and interest
      by the U.S. government or one of its agencies or instrumentalities; and

    - other money market instruments.

The Fund invests only in instruments denominated and payable in U.S. dollars.

    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.

    BANK INSTRUMENTS.  The Fund only  invests in Bank Instruments either  issued
    by  an institution having  capital, surplus and  undivided profits over $100
    million, or  insured by  the  Bank Insurance  Fund  ("BIF") or  the  Savings
    Association Insurance Fund ("SAIF"). Bank Instruments may include Eurodollar
    Certificates  of Deposit  ("ECDs"), Yankee Certificates  of Deposit ("Yankee
    CDs") and Eurodollar Time Deposits ("ETDs"). The Fund will treat  securities
    credit enhanced with a bank's letter of credit as Bank Instruments.

    ASSET-BACKED  SECURITIES.  Asset-backed securities  are securities issued by
    special purpose entities whose primary assets consist of a pool of loans  or
    accounts  receivable.  The  securities  may  take  the  form  of  beneficial
    interests in  special  purpose  trusts, limited  partnership  interests,  or
    commercial  paper  or  other debt  securities  issued by  a  special purpose
    corporation. Although  the securities  often  have some  form of  credit  or
    liquidity  enhancement, payments on the securities depend predominantly upon
    collections of the loans and receivables held by the issuer.

    SHORT-TERM  CREDIT  FACILITIES.    The  Fund  may  enter  into,  or  acquire
    participations  in,  short-term  borrowing  arrangements  with corporations,
    consisting of either a short-term revolving

                                       4

    credit facility or a master note agreement payable upon demand. Under  these
    arrangements,  the  borrower  may  reborrow funds  during  the  term  of the
    facility. The Fund  treats any  commitments to  provide such  advances as  a
    standby commitment to purchase the borrower's notes.

RATINGS.   An NRSRO's  highest rating category is  determined without regard for
sub-categories and  gradations. For  example, securities  rated A-1  or A-1+  by
Standard  & Poor's Ratings Group ("S&P"),  Prime-1 by Moody's Investors Service,
Inc. ("Moody's"), or F-1 (+ or -) by Fitch Investors Service, Inc. ("Fitch") are
all considered rated in  the highest short-term rating  category. The Fund  will
follow  applicable regulations in  determining whether a  security rated by more
than one  NRSRO  can  be treated  as  being  in the  highest  short-term  rating
category;  currently,  such securities  must  be rated  by  two NRSROs  in their
highest rating category. See "Regulatory Compliance."

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.

CREDIT  ENHANCEMENT.  Certain of the Fund's acceptable investments may be credit
enhanced by  a guaranty,  letter of  credit, or  insurance. The  Fund  typically
evaluates  the credit  quality and ratings  of credit  enhanced securities based
upon the  financial condition  and ratings  of the  party providing  the  credit
enhancement (the "credit enhancer"), rather than the issuer. Generally, the Fund
will  not treat credit enhanced  securities as having been  issued by the credit
enhancer for  diversification  purposes. However,  under  certain  circumstances
applicable  regulations may require  the Fund to treat  the securities as having
been issued  by  both  the  issuer and  the  credit  enhancer.  The  bankruptcy,
receivership,  or  default  of the  credit  enhancer will  adversely  affect the
quality and marketability of the underlying security.

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

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase securities
on a when-issued or delayed delivery basis. These transactions are  arrangements
in which the Fund purchases securities with payment and delivery scheduled for a
future  time. The seller's failure to  complete these transactions may cause the
Fund to miss a  price or yield considered  to be advantageous. Settlement  dates
may  be a month or  more after entering into  these transactions, and the market

                                       5

values  of  the  securities  purchased  may  vary  from  the  purchase   prices.
Accordingly,  the Fund may pay more/less than the market value of the securities
on the settlement date.

The Fund may dispose of a commitment prior to settlement if the adviser deems it
appropriate to do so. In addition, the Fund may enter into transactions to  sell
its  purchase  commitments  to  third  parties  at  current  market  values  and
simultaneously acquire other commitments to purchase similar securities at later
dates. The Fund may realize short-term profits  or losses upon the sale of  such
commitments.

LENDING  OF PORTFOLIO SECURITIES.   In order to  generate additional income, the
Fund may lend its  portfolio securities on a  short-term or long-term basis,  or
both,  to broker/dealers, banks, or other institutional borrowers of securities.
The Fund will only enter into loan arrangements with broker/ dealers, banks,  or
other  institutions  which the  adviser  has determined  are  creditworthy under
guidelines established by the Trustees and will receive collateral at all  times
equal to at least 100% of the value of the securities loaned.

RESTRICTED  AND  ILLIQUID  SECURITIES.    The  Fund  may  invest  in  restricted
securities. Restricted  securities are  any  securities in  which the  Fund  may
otherwise invest pursuant to its investment objective and policies but which are
subject  to restrictions  on resale under  federal securities  law. However, the
Fund will limit investments in illiquid securities, including certain restricted
securities not  determined by  the Trustees  to be  liquid, non-negotiable  time
deposits,  and repurchase agreements providing for settlement in more than seven
days after notice, to 10% of its net assets.

The Fund may invest in commercial paper issued in reliance on the exemption from
registration afforded by  Section 4(2) of  the Securities Act  of 1933.  Section
4(2)  commercial paper is restricted as  to disposition under federal securities
law, and is  generally sold to  institutional investors, such  as the Fund,  who
agree  that they are purchasing the paper for investment purposes and not with a
view to public distribution. Any  resale by the purchaser  must be in an  exempt
transaction.   Section  4(2)  commercial  paper  is  normally  resold  to  other
institutional investors like  the Fund  through or  with the  assistance of  the
issuer or investment dealers who make a market in Section 4(2) commercial paper,
thus  providing liquidity. The Fund believes  that Section 4(2) commercial paper
and possibly certain  other restricted  securities which meet  the criteria  for
liquidity  established by the  Trustees of the  Fund are quite  liquid. The Fund
intends, therefore, to treat the  restricted securities which meet the  criteria
for  liquidity established  by the  Trustees, including  Section 4(2) commercial
paper, as determined by the Fund's investment adviser, as liquid and not subject
to the investment  limitation applicable  to illiquid  securities. In  addition,
because Section 4(2) commercial paper is liquid, the Fund intends to not subject
such paper to the limitation applicable to restricted securities.

CONCENTRATION  OF INVESTMENTS.   The Fund will  invest 25% or  more of its total
assets in commercial paper issued by finance companies. The finance companies in
which the Fund intends to invest can be divided into two categories,  commercial
finance  companies and consumer finance  companies. Commercial finance companies
are principally engaged in lending to corporations or other businesses. Consumer
finance companies  are  primarily engaged  in  lending to  individuals.  Captive
finance  companies  or  finance  subsidiaries  which  exist  to  facilitate  the
marketing and  financial  activities  of  their parent  will,  for  purposes  of
industry  concentration,  be  classified  in  the  industry  of  their  parent's
corporation. Concentrating investments in any one industry may subject the  Fund
to more risk than if it did not concentrate investments.

                                       6

In addition, the Fund may invest 25% or more of the value of its total assets in
instruments  issued by  a U.S.  branch of  a domestic  bank or  savings and loan
having capital, surplus, and undivided profits in excess of $100,000,000 at  the
time of investment.

INVESTMENT RISKS

ECDs,  ETDs, Yankee CDs, CCPs and Europaper  are subject to different risks than
domestic obligations of domestic banks or corporations. Examples of these  risks
include  international economic and political developments, foreign governmental
restrictions that may  adversely affect  the payment of  principal or  interest,
foreign withholding or other taxes on interest income, difficulties in obtaining
or  enforcing a judgment against the issuing  entity, and the possible impact of
interruptions in the flow of international currency transactions. Risks may also
exist  for  ECDs,  ETDs,  and  Yankee  CDs  because  the  banks  issuing   these
instruments,  or their domestic or foreign branches, are not necessarily subject
to the  same regulatory  requirements  that apply  to  domestic banks,  such  as
reserve  requirements,  loan  limitations,  examinations,  accounting, auditing,
recordkeeping, and the public availability of information. These factors will be
carefully considered  by the  Fund's adviser  in selecting  investments for  the
Fund.

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. This  investment limitation  cannot be  changed without  shareholder
approval.

REGULATORY COMPLIANCE

The   Fund  may  follow  non-fundamental  operational  policies  that  are  more
restrictive than its fundamental  investment limitations, as  set forth in  this
prospectus  and its Statement of Additional Information, in order to comply with
applicable laws and  regulations, including  the provisions  of and  regulations
under  the Investment Company Act  of 1940, as amended.  In particular, the Fund
will comply with  the various requirements  of Rule 2a-7  which regulates  money
market  mutual funds. For example, with  limited exceptions, Rule 2a-7 prohibits
the investment of more than 5% of  the Fund's total assets in the securities  of
any  one issuer, although the Fund's investment limitation only requires such 5%
diversification with respect  to 75% of  its assets. The  Fund will invest  more
than  5% of its assets in any  one issuer only under the circumstances permitted
by Rule  2a-7.  The Fund  will  also 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.

                                       7

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

MANAGEMENT OF THE TRUST

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

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

    ADVISORY FEES.  The adviser receives an annual investment advisory fee equal
    to .20  of 1%  of  the Fund's  average daily  net  assets. The  adviser  has
    undertaken  to reimburse the Fund  up to the amount  of the advisory fee for
    operating expenses in excess of  limitations established by certain  states.
    The  adviser also may  voluntarily choose to  waive a portion  of its fee or
    reimburse other expenses of  the Fund, but reserves  the right to  terminate
    such waiver or reimbursement at any time at its sole discretion.

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

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

DISTRIBUTION OF SHARES

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

SHAREHOLDER  SERVICES PLAN.   The Fund  has adopted a  Shareholder Services Plan
(the "Services Plan") under which it may pay Federated Shareholder Services,  an
affiliate of Federated Investors, an

                                       8

amount  not exceeding  .25 of  1% of the  average daily  net asset  value of the
Institutional Service Shares to provide personal services and/or maintenance  of
shareholder accounts to the Fund and its shareholders. From time to time and for
such  periods  as deemed  appropriate, the  amount stated  above may  be reduced
voluntarily.

Federated Shareholder  Services may  elect to  pay financial  institutions  fees
based  upon shares owned by their clients  or customers for services provided to
those clients and 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 accounting services) necessary to operate the Fund. Federated
Administrative Services provides these at an annual rate as specified below:

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

The administrative  fee  received during  any  fiscal  year shall  be  at  least
$125,000  per portfolio and $30,000 per each additional class of shares. Average
aggregate daily  net  assets  include  those of  all  mutual  funds  advised  by
affiliates  of Federated Investors. Federated Administrative Services may choose
voluntarily to waive a portion of its fee.

CUSTODIAN.  State Street  Bank and Trust Company,  Boston, MA, is custodian  for
the securities and cash of the Fund.

TRANSFER  AGENT  AND DIVIDEND  DISBURSING  AGENT.   Federated  Services Company,
Pittsburgh, PA, is  transfer agent for  the shares of,  and dividend  disbursing
agent for, the Fund.

LEGAL  COUNSEL.   Legal  counsel  is provided  by  Houston, Houston  & Donnelly,
Pittsburgh, PA, and Dickstein, Shapiro & Morin, L.L.P., Washington, DC.

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

EXPENSES OF THE FUND AND INSTITUTIONAL SERVICE SHARES

Holders of Institutional Service Shares pay their allocable portion of Fund  and
Trust expenses.

The  Trust expenses for which holders  of Institutional Service 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.

                                       9

The  Fund expenses for  which holders of Institutional  Service 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 Institutional Service Shares as a
class  are expenses under the Fund's Services Plan which relate to Institutional
Service Shares. However, the  Board of Trustees reserves  the right to  allocate
certain  other expenses to  holders of Institutional Service  Shares as it deems
appropriate ("class expenses"). In any case, class expenses would be limited to:
transfer agent  fees as  identified by  the transfer  agent as  attributable  to
holders  of Institutional Service 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 Institutional Service Shares;  legal
fees  relating  solely  to  Institutional  Service  Shares;  and  Trustees' fees
incurred as a result of issues relating solely to Institutional Service 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 shares from
the value of Fund assets attributable  to shares, and dividing the remainder  by
the  number of shares outstanding. The Fund  cannot guarantee that its net asset
value will always remain at $1.00 per share.

The net  asset value  is determined  at 12:00  noon, 3:00  p.m., and  4:00  p.m.
(Eastern  time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its  net
asset  value might be materially affected; (ii)  days during which no shares are
tendered for redemption and no orders to purchase shares are received; or  (iii)
the  following holidays: New Year's Day,  Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

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

SHARE PURCHASES

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

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

                                       10

BY  WIRE.  To purchase  by Federal Reserve wire, call  the Fund before 3:00 p.m.
(Eastern time) to place an order. The order is considered received  immediately.
Payment  by federal funds must be received  before 3:00 p.m. (Eastern time) that
day. Federal funds should be wired  as follows: Federated Services Company,  c/o
State Street Bank and Trust Company, Boston, Massachusetts; Attention: EDGEWIRE;
For Credit to: Prime Obligations Fund--Institutional Service Shares; Fund Number
(this  number can be found on the  account statement or by contacting the Fund);
Group Number  or Order  Number;  Nominee or  Institution  Name; and  ABA  Number
011000028.

BY  MAIL.  To purchase  by mail, send a check  made payable to Prime Obligations
Fund--Institutional Service  Shares to:  Federated  Services Company,  P.O.  Box
8602, Boston, MA 02266-8602. Orders by mail are considered received when payment
by check is converted into federal funds. This is normally the next business day
after the check is received.

MINIMUM INVESTMENT REQUIRED

The  minimum initial  investment is $25,000.  Eligibility for  investment in the
Fund is  contingent upon  an  investor accumulating  and maintaining  a  minimum
aggregate  investment of $200,000,000  in Federated Funds  within a twelve-month
period.

SUBACCOUNTING SERVICES

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

CERTIFICATES AND CONFIRMATIONS

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

Monthly confirmations are sent to report transactions such as all purchases  and
redemptions as well as dividends paid during the month.

DIVIDENDS

Dividends  are  declared daily  and  paid monthly.  Dividends  are automatically
reinvested on  payment  dates in  additional  shares  of the  Fund  unless  cash
payments  are requested by writing to the  Fund. Shares purchased by wire before
3:00 p.m. (Eastern time) begin earning  dividends that day. Shares purchased  by
check  begin earning dividends the day after the check is converted into federal
funds.

                                       11

CAPITAL GAINS

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

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

Shares  are redeemed  at their  net asset value  next determined  after 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.

BY MAIL

Shares may be redeemed by sending a written request to: Prime Obligations  Fund,
P.O.  Box 8602, Boston,  MA 02266-8602. The written  request should state: Prime
Obligations Fund--Institutional Service Shares; shareholder's name; the  account
number;  and the share or  dollar amount requested. Sign  the request exactly as
the shares are registered. Shareholders should  call the Fund for assistance  in
redeeming by mail.

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

Shareholders requesting a  redemption of $50,000  or more, a  redemption of  any
amount  to be sent to an  address other than that on  record with the Fund, or a
redemption payable  other than  to the  shareholder of  record must  have  their
signatures guaranteed by:

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

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

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

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

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

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

Normally,  a check for the proceeds is mailed within one business day, but in no
event more  than  seven days,  after  receipt  of a  proper  written  redemption
request.  Dividends  are paid  up to  and  including the  day that  a redemption
request is processed.

                                       12

TELEPHONE REDEMPTION

Shares may be redeemed  by telephoning the Fund.  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.  An
authorization  form permitting the Fund to  accept telephone requests must first
be completed. Authorization forms and information on this service are  available
from Federated Securities Corp.

If  the  redemption request  is received  before 3:00  p.m. (Eastern  time), the
proceeds will be wired the same day  to the shareholder's account at a  domestic
commercial  bank which  is a  member of  the Federal  Reserve System,  and those
shares redeemed will not  be entitled to that  day's dividend. A daily  dividend
will be paid on shares redeemed if the redemption request is received after 3:00
p.m.  (Eastern time).  However, the proceeds  are not wired  until the following
business day. Under  limited circumstances,  arrangements may be  made with  the
distributor  for same-day payment of proceeds,  without that day's dividend, for
redemption requests received before 3:00 p.m. (Eastern time).

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

ACCOUNTS WITH LOW BALANCES

Due  to the high  cost of maintaining  accounts with low  balances, the Fund may
redeem shares in  any account and  pay the  proceeds to the  shareholder if  the
account  balance  falls  below  a  required minimum  value  of  $25,000,  or the
aggregate investment  in Federated  Funds falls  below the  required minimum  of
$200,000,000 to be maintained from and after twelve months from account opening,
due to shareholder redemptions.

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

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

VOTING RIGHTS

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

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

                                       13

As  of October 28,  1994, Peoples Bank, Bridgeport,  Connecticut owned 81.93% of
the voting securities of the Institutional Service Shares, and, therefore,  may,
for  certain purposes, be deemed to control the  class and be able to affect the
outcome of certain matters presented for a vote of shareholders.

MASSACHUSETTS PARTNERSHIP LAW

Under certain  circumstances,  shareholders may  be  held personally  liable  as
partners  under Massachusetts law  for obligations of the  Trust. To protect its
shareholders, the  Trust  has  filed legal  documents  with  Massachusetts  that
expressly  disclaim the liability of its shareholders for acts or obligations of
the Trust. These documents require notice of this disclaimer to be given in each
agreement, obligation, or  instrument the Trust  or its Trustees  enter into  or
sign.

In  the unlikely event a  shareholder is held personally  liable for the Trust's
obligations, the  Trust is  required by  the  Declaration of  Trust to  use  its
property  to protect or  compensate the shareholder. On  request, the Trust will
defend any claim made and pay any judgment against a shareholder for any act  or
obligation of the Trust. Therefore, financial loss resulting from liability as a
shareholder  will occur only if the Trust  itself cannot meet its obligations to
indemnify shareholders and pay judgments against them.

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

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet  requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive  the special tax treatment afforded to  such companies. The Fund will be
treated as a  single, separate entity  for federal income  tax purposes so  that
income  (including  capital  gains) and  losses  realized by  the  Trust's other
portfolios will not  be combined  for tax purposes  with those  realized by  the
Fund.

Unless  otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions  received. This applies whether  dividends
and distributions are received in cash or as additional shares.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

In the opinion of Houston, Houston, & Donnelly, counsel to the Trust:

    - the  Fund is  not subject to  Pennsylvania corporate  or personal property
      taxes; and

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

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

                                       14

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

From  time  to time,  the  Fund advertises  its  yield and  effective  yield for
Institutional Service Shares.

Yield represents the annualized  rate of income earned  on an investment over  a
seven-day  period. It is the annualized dividends earned during the period on an
investment shown  as a  percentage of  the investment.  The effective  yield  is
calculated  similarly to the yield, but when annualized, the income earned by an
investment is  assumed to  be  reinvested daily.  The  effective yield  will  be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment.

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

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

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

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

The Fund also offers the following class.

Institutional Shares are sold at net asset value primarily to accounts for which
financial institutions act in  an agency or  fiduciary capacity. Investments  in
Institutional  Shares are  subject to a  minimum initial  investment of $25,000.
Institutional Shares are currently accruing no shareholder services fee.

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

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

                                       15

PRIME OBLIGATIONS FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The  following  table  has  been  audited by  Arthur  Andersen  LLP,  the Fund's
independent public accountants. Their report,  dated September 15, 1994, on  the
Fund's  financial  statements for  the  year ended  July  31, 1994,  and  on the
following table for  each of the  periods presented, is  included in the  Annual
Report,  which  is  incorporated by  reference.  This  table should  be  read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Fund.

<TABLE>
<CAPTION>
                                                                               YEAR ENDED JULY 31,
                                                              -----------------------------------------------------
                                                                1994       1993       1992       1991       1990*
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
<S>                                                           <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $   1.00   $   1.00   $   1.00   $   1.00   $   1.00
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------
  Net investment income                                           0.03       0.03       0.05       0.07       0.03
- ------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------
  Dividends to shareholders from net investment income           (0.03)     (0.03)     (0.05)     (0.07)     (0.03)
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                $   1.00   $   1.00   $   1.00   $   1.00   $   1.00
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                                    3.47%      3.25%      4.74%      7.30%      2.89%
- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------
  Expenses                                                        0.20%      0.20%      0.20%      0.20%      0.20%(b)
- ------------------------------------------------------------
  Net investment income                                           3.47%      3.20%      4.53%      6.54%      8.21%(b)
- ------------------------------------------------------------
  Expense waiver/ reimbursement (a)                               0.14%      0.09%      0.10%      0.24%      0.68%(b)
- ------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------
  Net assets, end of period (000 omitted)                     $1,250,979 $1,098,159  $917,418   $473,593    $34,777
- ------------------------------------------------------------
<FN>

  * Reflects operations for  the period  from March  26, 1990  (date of  initial
    public investment) to July 31, 1990.

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

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

(b) Computed on an annualized basis.
</TABLE>

                                       16

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

<TABLE>
<S>                                                              <C>
Prime Obligations Fund
              Institutional Service Shares                       Federated Investors Tower
                                                                 Pittsburgh, PA 15222-3779
- -------------------------------------------------------------------------------------------

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

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

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

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

Legal Counsel
              Houston, Houston & Donnelly                        2510 Centre City Tower
                                                                 Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------

Legal Counsel
              Dickstein, Shapiro & Morin, L.L.P.                 2101 L Street, N.W.
                                                                 Washington, DC 20037
- -------------------------------------------------------------------------------------------

Independent Public Accountants
              Arthur Andersen LLP                                2100 One PPG Place
                                                                 Pittsburgh, PA 15222
- -------------------------------------------------------------------------------------------
</TABLE>

                                       17

- --------------------------------------------------------------------------------
                                  PRIME OBLIGATIONS FUND
                                  INSTITUTIONAL SERVICE SHARES
                                            PROSPECTUS

                                           A Diversified Portfolio of
                                           Money Market Obligations Trust,
                                           an Open-End Management
                                           Investment Company
                                           Prospectus dated November 30,
                                           1994

[LOGO] FEDERATED SECURITIES CORP.
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           60934N708
           9110204A-SS (11/94)             [RECYCLED PAPER SYMBOL]





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