MONEY MARKET OBLIGATIONS TRUST /NEW/
485APOS, 1995-02-21
Previous: MONEY MARKET OBLIGATIONS TRUST /NEW/, DEF 14A, 1995-02-21
Next: VAN KAMPEN MERRITT UTILITY INCOME TRUST SERIES 3, 24F-2NT, 1995-02-21




                                          1933 Act File No. 33-31602
                                          1940 Act File No. 811-5950

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933            X

    Pre-Effective Amendment No.

    Post-Effective Amendment No.  12                               X

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940    X___

    Amendment No.  13                                              X

MONEY MARKET OBLIGATIONS TRUST

(Exact Name of Registrant as Specified in Charter)

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

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

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

It is proposed that this filing will become effective:

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

If appropriate, check the following box:

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

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

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

Copies to:

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

CROSS-REFERENCE SHEET


    This Amendment to the Registration Statement of MONEY MARKET
OBLIGATIONS TRUST, which consists of 6 portfolios, (1) Government
Obligations Fund; (2) Prime Obligations Fund; (3) Tax-Free Obligations
Fund, (4) Treasury Obligations Fund;  (5) Automated Cash Management
Trust; and (6) Government Obligations Tax-Managed Fund relates only to
Government Obligations Tax-Managed Fund, and is comprised of the
following:

PART A.   INFORMATION REQUIRED IN A PROSPECTUS.

                                          Prospectus Heading
                                          (Rule 404(c) Cross Reference)

Item 1.     Cover Page                    (1-6) Cover Page.
Item 2.     Synopsis                      (1-6) Summary of Fund Expenses;
                                          (1-4) Financial Highlights.
Item 3.     Condensed Financial
             Information                  (1-5) Performance Information.
Item 4.     General Description of
             Registrant                   (1-6) General Information; (1-6)
                                          Investment Information; (1-6)
                                          Investment Objective; (1-6)
                                          Investment Policies; (2,3, 5,6)
                                          Investment Risks; (1-5) Investment
                                          Limitations; Municipal Securities
                                          (3); (1-6) Regulatory Compliance.
Item 5.     Management of the Fund        (1-6) Trust Information; (1-6)
                                          Management of the Trust; (1-6)
                                          Distribution of Shares; (1-6)
                                          Administration of the Fund;
                                          Expenses of the Fund and
                                          Institutional Shares/Institutional
                                          Service Shares (1-6).
Item 6.     Capital Stock and Other
             Securities                   (1-6) Dividends; (1-6) Capital
                                          Gains; (1-6) Shareholder
                                          Information; (1-6) Voting Rights;
                                          (1-6) Massachusetts Partnership
                                          Law; (1-6) Federal Income Tax; (1-
                                          6) Pennsylvania Corporate and
                                          Personal Property Taxes; (3,6)
                                          Other State and Local Taxes.
Item 7.     Purchase of Securities Being
             Offered                      (1-6) Net Asset Value; (1-6)
                                          Investing in the Fund; (1-6) Share
                                          Purchases; (1-6) Minimum Investment
                                          Required; (1-6) Subaccounting
                                          Services; (1-6) Certificates and
                                          Confirmations.
Item 8.     Redemption or Repurchase      (1-6) Redeeming Shares; (1-6)
                                          Telephone Redemption; (1-6) By
                                          Mail; (1-6) Accounts with Low
                                          Balances.
Item 9.     Pending Legal Proceedings     None.
PART B.   INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.

Item 10.    Cover Page                    (1-6) Cover Page.
Item 11.    Table of Contents             (1-6) Table of Contents.
Item 12.    General Information and
             History                      (1-6) Not Applicable.
Item 13.    Investment Objectives and
             Policies                     (1-6) Investment Policies; (1-6)
                                          Investment Limitations.
Item 14.    Management of the Fund        (1-6) Money Market Obligations
                                          Trust Management.
Item 15.    Control Persons and Principal
             Holders of Securities        (1-6) Not Applicable.
Item 16.    Investment Advisory and Other
             Services                     (1-6) Investment Advisory Services;
                                          (1-6) Fund Administration; (1-6)
                                          Shareholder Services Plan.
Item 17.    Brokerage Allocation          (1-6) Brokerage Transactions.
Item 18.    Capital Stock and Other
             Securities                   (1-6) Not Applicable
Item 19.    Purchase, Redemption and
             Pricing of Securities
             Being Offered                (1-6) Determining Net Asset Value;
                                          (1-6) Redemption in Kind.
Item 20.    Tax Status                    (1-6) The Fund's Tax Status.
Item 21.    Underwriters                  (1-6) Not Applicable.
Item 22.    Calculation of Performance
             Data                         (1-4) Performance Information.
Item 23.    Financial Statements          (1-5) Incorporated by reference to
                                          the Annual Reports to Shareholders
                                          of the Funds dated September 30,
                                          1994 (File No. 811-5950). (6) To be
                                          filed by Amendment.


    Government Obligations Tax-Managed Fund
    (A Portfolio of Money Market Obligations Trust)
    Institutional Shares

    Prospectus

The Institutional Shares of Government Obligations Tax-Managed 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 short-
term U.S. government securities to achieve current income consistent
with stability of principal and liquidity.
The shares offered by this prospectus are not deposits or obligations of
any bank, are not endorsed or guaranteed by any bank, and are not
insured or guaranteed by the U.S. government, the Federal Deposit
Insurance Corporation, the Federal Reserve Board, or any other
government agency. Investment in these shares involves investment risks,
including possible loss of principal. The Fund attempts to maintain a
stable net asset value of $1.00 per share; there can be no assurance
that the Fund will be able to do so.
This prospectus contains the information you should read and know before
you invest in the Fund. Keep this prospectus for future reference.
The Fund has also filed a Statement of Additional Information dated May
__, 1995, with the Securities and Exchange Commission. The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement
of Additional Information free of charge by calling 1-800-235-4669. To
obtain other information, or make inquiries about the Fund,  contact the
Fund at the address listed in the back of this prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL  OFFENSE.
Prospectus dated May __, 1995
    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
       Shares                     6
    Net Asset Value               6
    Investing in the Fund         6
      Share Purchases              6
      Minimum Investment
       Required                   7
      Subaccounting
       Services                   7
      Certificates and
       Confirmations              7
      Dividends                    7
      Capital Gains                8
    Redeeming Shares              8
      By Mail                      8
      Telephone Redemption         9
      Accounts with Low
       Balances                   9
    Shareholder
      Information                  9
      Voting Rights                9
      Massachusetts
       Partnership Law           10
    Tax Information              10
      Federal Income Tax          10
      Pennsylvania
       Corporate and
       Personal Property
       Taxes                     10
    Other Classes of
      Shares                      10
    Performance
      Information                 11
    Addresses                    12
     Summary of Fund Expenses
     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 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, 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 current income consistent with
stability of principal and liquidity. This investment objective cannot
be changed without shareholder approval. While there is no assurance
that the Fund will achieve its investment objective, it endeavors to do
so by following the investment policies described in this prospectus.
     Investment Policies
The Fund pursues its investment objective by investing only in 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.
The Fund will limit its investments to investments which, if owned
directly, pay interest exempt from state personal income tax. Therefore,
dividends paid by the Fund may be exempt from state personal income tax.
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 the: Farm Credit System,
          including the National Bank for Cooperatives, Farm Credit
          Banks, and Banks for Cooperatives; Farmers Home
          Administration; Federal Home Loan Banks; Federal Home Loan
          Mortgage Corporation; 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.
Agency Master Demand Notes.  The Fund may enter into master demand notes
with various federal agencies and instrumentalities.  Under a master
demand note, the Fund has the right to increase or decrease the amount
of the note on a daily basis within specified maximum and minimum
amounts. Master demand notes also normally provide for full or partial
repayment upon seven or more days notice by either the Fund or the
borrower and bear interest at a variable rate. The Fund relies on master
demand notes, in part, to provide daily liquidity. To the extent that
the Fund cannot obtain liquidity through master demand notes, it may be
required to maintain a larger cash position, invest more assets in
securities with current maturities or dispose of assets at a gain or
loss to maintain sufficient liquidity.
When-Issued and Delayed Delivery Transactions.  The Fund may purchase
securities on a when-issued or delayed delivery basis. These
transactions are arrangements in which the Fund purchases securities
with payment and delivery scheduled for a future time. The seller's
failure to complete these transactions  may cause the Fund to miss a
price or yield considered to be advantageous. Settlement dates may be a
month or more after entering into these transactions, and the market
values of the securities purchased may vary from the purchase prices.
Accordingly, the Fund may pay more or less than the market value of the
securities on the settlement date.
The Fund may dispose of a commitment prior to settlement if the adviser
deems it appropriate to do so. In addition, the Fund may enter into
transactions to sell its purchase commitments to third parties at
current market values and simultaneously acquire other commitments to
purchase similar securities at later dates. The Fund may realize short-
term profits or losses upon the sale of such commitments.
     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.
     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 Administrative Services, 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 Administrative Services, a
          Delaware business trust, organized on June 14, 1990,  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 Administrative Services 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.
     Administration of the Fund
Administrative Services.  Federated Administrative Services, a
subsidiary of Federated Investors, provides administrative personnel and
services (including certain legal and financial reporting services)
necessary to operate the Fund. Federated Administrative Services
provides these at an annual rate as specified below:
            Maximum Fee             Average Aggregate Daily Net Assets
            .15 of 1%                  on the first $250 million
            .125 of 1%                 on the next $250 million
            .10 of 1%                  on the next $250 million
            .075 of 1%                 on assets in excess of $750
million
The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Average aggregate daily net assets include those of all mutual funds
advised by affiliates of Federated Investors. Federated Administrative
Services may choose voluntarily to waive a portion of its fee.
Custodian.  State Street Bank and Trust Company, Boston, MA, is
custodian for the securities and cash of the Fund.
Transfer Agent and Dividend Disbursing Agent.  Federated Services
Company, Pittsburgh, PA is transfer agent for the shares of, and
dividend disbursing agent for, the Fund.
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 shares pay their allocable portion of Fund and Trust
expenses.
The Trust expenses for which holders of shares pay their allocable
portion include, but are not limited to:  the cost of organizing the
Trust and continuing its existence; registering the Trust with federal
and state securities authorities; Trustees' fees; auditors' fees; the
cost of meetings of Trustees; legal fees of the Trust; association
membership dues; and such non-recurring and extraordinary items as may
arise.
The Fund expenses for which holders of shares pay their allocable
portion include, but are not limited to:  registering the Fund and
shares of the Fund; investment advisory services; taxes and commissions;
custodian fees; insurance premiums; auditors' fees; and such non-
recurring and extraordinary items as may arise.
At present, no expenses are allocated to the shares as a class. However
the Board of Trustees reserves the right to allocate certain expenses to
holders of shares as it deems appropriate ("class expenses"). In any
case, class expenses would be limited to:  transfer agent fees as
identified by the transfer agent as attributable to holders of shares;
printing and postage expenses related to preparing and distributing
materials such as shareholder reports, prospectuses and proxies to
current shareholders; registration fees paid to the Securities and
Exchange Commission and registration fees paid to state securities
commissions; expenses related to administrative personnel and services
as required to support holders of shares; legal fees relating solely to
shares; and Trustees' fees incurred as a result of issues relating
solely to shares.
     Net Asset Value
The Fund attempts to stabilize the net asset value of 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 1:00 p.m., 4:00 p.m. (Eastern
time), and as of the close of trading (normally 4:00 p.m., Eastern time)
on the New York Stock Exchange each day the New York Stock Exchange is
open.
     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 1:00
p.m. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m.
(Eastern time) that day. Federal funds should be wired as follows:
Federated Services Company, c/o State Street Bank and Trust Company,
Boston, MA; Attention:  EDGEWIRE;  For Credit to: Government Obligations
Tax-Managed 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 Tax-Managed Fund-Institutional Shares to:  Federated
Services Company, Government Obligations Tax-Managed Fund, c/o State
Street Bank and Trust Company, P.O. Box 8602, Boston, MA 02266-8602.
Orders by mail are considered received when payment by check is
converted into federal funds. This is normally the next business day
after the check is received.
     Minimum Investment Required
The minimum initial investment is $25,000. 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
Federated Services Company receives the redemption request. Redemptions
will be made on days on which the Fund computes its net asset value.
Redemption requests must be received in proper form and can be made as
described below.
     By Mail
Shares may be redeemed by sending a written request to: Government
Obligations Tax-Managed Fund, P.O. Box 8602, Boston, MA 02266-8602. The
written request should state: Government Obligations Tax-Managed
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 1:00 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 1:00 p.m. (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.
     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.  The Fund will limit its investments to
those which, if owned directly, pay interest exempt from state personal
income tax. However, under the laws of some states, the net investment
income distributed by the Fund may be taxable to shareholders.
Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.
     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 subject to a Services Plan 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.
     Performance Information
From time to time, the Fund advertises its yield, effective yield, and
tax-equivalent yield for 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 yield, effective yield, and tax-equivalent yield of Institutional
Shares will exceed the yield, effective yield, and tax-equivalent yield
of Institutional Service Shares for the same period.
From time to time, advertisements for the Fund may refer to ratings,
rankings, and other information in certain financial publications and/or
compare its performance to certain indices.
     Addresses
     Government Obligations Tax-Managed
       Fund
           Institutional Shares    Federated Investors Tower
                                   Pittsburgh, PA 15222-3779
     
     Distributor
           Federated Securities Corp.  Federated Investors Tower
                                   Pittsburgh, PA  15222-3779
     
     Investment Adviser
           Federated Administrative   Federated Investors Tower
            Services               Pittsburgh, PA   15222-3779
     
     Custodian
           State Street Bank and Trust
           Company                 P.O. Box 8602
                                   Boston, MA  02266-8602
     
     Transfer Agent and Dividend Disbursing Agent
           Federated Services Company Federated Investors Tower
                                   Pittsburgh,  PA  15222-3779
     
     Independent Public Accountants
           Arthur Andersen LLP     2100 One PPG Place
                                   Pittsburgh, PA  15222
     

                                             
                                             
                                             Government Obligations
                                             Tax-Managed Fund
                                             Institutional Shares
                                             Prospectus
                                             
                                    A Diversified Portfolio of  Money Market
                                    Obligations Trust, an Open-End Management
                                    Investment Company
                                              
                                              Prospectus dated May __, 1995
     


    FEDERATED SECURITIES CORP.

    Distributor
    A subsidiary of Federated
    Investors
    Federated Investors Tower
    Pittsburgh, PA  15222-3779
    CUSIP #s
    #######X (date)


    Government Obligations Tax-Managed Fund
    (A Portfolio of Money Market Obligations Trust)
    Institutional Service Shares

    Prospectus

The Institutional Service Shares of Government Obligations Tax-Managed
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 short-term U.S. government securities to achieve current
income  consistent with stability of principal and liquidity.
The shares offered by this prospectus are not deposits or obligations of
any bank, are not endorsed or guaranteed by any bank, and are not
insured or guaranteed by the U.S. government, the Federal Deposit
Insurance Corporation, the Federal Reserve Board, or any other
government agency. Investment in these shares involves investment risks,
including possible loss of principal. The Fund attempts to maintain a
stable net asset value of $1.00 per share; there can be no assurance
that the Fund will be able to do so.
This prospectus contains the information you should read and know before
you invest in the Fund. Keep this prospectus for future reference.
The Fund has also filed a Statement of Additional Information dated May
__, 1995, with the Securities and Exchange Commission. The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement
of Additional Information free of charge by calling 1-800-235-4669. To
obtain other information, or make inquiries about the Fund, contact the
Fund at the address listed in the back of this prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL  OFFENSE.
Prospectus dated May __, 1995
    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                   7
      Subaccounting
       Services                   7
      Certificates and
       Confirmations              8
      Dividends                    8
      Capital Gains                8
    Redeeming Shares              8
      By Mail                      8
      Telephone Redemption         9
      Accounts with Low
       Balances                   9
    Shareholder
      Information                 10
      Voting Rights               10
      Massachusetts
       Partnership Law           10
    Tax Information              10
      Federal Income Tax          10
      Pennsylvania
       Corporate and
       Personal Property
       Taxes                     11
    Other Classes of
      Shares                      11
    Performance
      Information                 11
    Addresses                    13
     Summary of Fund Expenses
     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 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, 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 current income consistent with
stability of principal and liquidity. This investment objective cannot
be changed without shareholder approval. While there is no assurance
that the Fund will achieve its investment objective, it endeavors to do
so by following the investment policies described in this prospectus.
     Investment Policies
The Fund pursues its investment objective by investing only in 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.
The Fund will limit its investments to investments which, if owned
directly, pay interest exempt from state personal income tax. Therefore,
dividends paid by the Fund may be exempt from state personal income tax.
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 the: Farm Credit System,
          including the National Bank for Cooperatives, Farm Credit
          Banks, and Banks for Cooperatives; Farmers Home
          Administration; Federal Home Loan Banks; Federal Home Loan
          Mortgage Corporation; 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.
Agency Master Demand Notes.  The Fund may enter into master demand notes
with various federal agencies and instrumentalities.  Under a master
demand note, the Fund has the right to increase or decrease the amount
of the note on a daily basis within specified maximum and minimum
amounts. Master demand notes also normally provide for full or partial
repayment upon seven or more days notice by either the Fund or the
borrower and bear interest at a variable rate. The Fund relies on master
demand notes, in part, to provide daily liquidity. To the extent that
the Fund cannot obtain liquidity through master demand notes, it may be
required to maintain a larger cash position, invest more assets in
securities with current maturities or dispose of assets at a gain or
loss to maintain sufficient liquidity.
When-Issued and Delayed Delivery Transactions.  The Fund may purchase
securities on a when-issued or delayed delivery basis. These
transactions are arrangements in which the Fund purchases securities
with payment and delivery scheduled for a future time. The seller's
failure to complete these transactions  may cause the Fund to miss a
price or yield considered to be advantageous. Settlement dates may be a
month or more after entering into these transactions, and the market
values of the securities purchased may vary from the purchase prices.
Accordingly, the Fund may pay more or less than the market value of the
securities on the settlement date.
The Fund may dispose of a commitment prior to settlement if the adviser
deems it appropriate to do so. In addition, the Fund may enter into
transactions to sell its purchase commitments to third parties at
current market values and simultaneously acquire other commitments to
purchase similar securities at later dates. The Fund may realize short-
term profits or losses upon the sale of such commitments.
     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.
     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 Administrative Services, 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 Administrative Services, a
          Delaware business trust, organized on June 14, 1990,  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 Administrative Services 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 for Institutional Service Shares (the "Services Plan") under which
it will pay Federated Shareholder Services, an affiliate of Federated
Investors, an amount not exceeding .25 of 1% of the average daily net
asset value of the Institutional Service Shares to provide personal
services and/or maintenance of shareholder accounts to the Fund and its
shareholders. From time to time and for such periods as deemed
appropriate, the amount stated above may be reduced voluntarily.
Federated Shareholder Services may elect to pay financial institutions
fees based upon shares owned by their clients or customers for services
provided to those clients or customers. The schedules of such fees and
the basis upon which such fees will be paid will be determined from time
to time by Federated Shareholder Services.
Glass-Steagall Act.  The Glass-Steagall Act prohibits a depository
institution (such as a commercial bank or a savings and loan
association) from being an underwriter or distributor of most
securities. In the event the Glass-Steagall Act is deemed to prohibit
depository institutions from acting in the administrative capacities
described above or should Congress relax current restrictions on
depository institutions, the Board of Trustees will consider appropriate
changes in the administrative services.
State securities laws governing the ability of depository institutions
to act as underwriters or distributors of securities may differ from
interpretations given to the Glass-Steagall Act and, therefore, banks
and financial institutions may be required to register as dealers
pursuant to state law.
     Administration of the Fund
Administrative Services.  Federated Administrative Services, a
subsidiary of Federated Investors, provides administrative personnel and
services (including certain legal and financial reporting services)
necessary to operate the Fund. Federated Administrative Services
provides these at an annual rate as specified below:
            Maximum Fee             Average Aggregate Daily Net Assets
            .15 of 1%                  on the first $250 million
            .125 of 1%                 on the next $250 million
            .10 of 1%                  on the next $250 million
            .075 of 1%                 on assets in excess of $750
million
The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Average aggregate daily net assets include those of all mutual funds
advised by affiliates of Federated Investors. Federated Administrative
Services may choose voluntarily to waive a portion of its fee.
Custodian.  State Street Bank and Trust Company, Boston, MA, is
custodian for the securities and cash of the Fund.
Transfer Agent and Dividend Disbursing Agent.  Federated Services
Company, Pittsburgh, PA is transfer agent for the shares of, and
dividend disbursing agent for, the Fund.
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 shares pay their allocable portion of Fund and Trust
expenses.
The Trust expenses for which holders of shares pay their allocable
portion include, but are not limited to:  the cost of organizing the
Trust and continuing its existence; registering the Trust with federal
and state securities authorities; Trustees' fees; auditors' fees; the
cost of meetings of Trustees; legal fees of the Trust; association
membership dues; and such non-recurring and extraordinary items as may
arise.
The Fund expenses for which holders of shares pay their allocable
portion include, but are not limited to:  registering the Fund and
shares of the Fund; investment advisory services; taxes and commissions;
custodian fees; insurance premiums; auditors' fees; and such non-
recurring and extraordinary items as may arise.
At present, no expenses are allocated to the shares as a class. However
the Board of Trustees reserves the right to allocate certain expenses to
holders of shares as it deems appropriate ("class expenses"). In any
case, class expenses would be limited to:  transfer agent fees as
identified by the transfer agent as attributable to holders of shares;
printing and postage expenses related to preparing and distributing
materials such as shareholder reports, prospectuses and proxies to
current shareholders; registration fees paid to the Securities and
Exchange Commission and registration fees paid to state securities
commissions; expenses related to administrative personnel and services
as required to support holders of shares; legal fees relating solely to
shares; and Trustees' fees incurred as a result of issues relating
solely to shares.
     Net Asset Value
The Fund attempts to stabilize the net asset value of 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 1:00 p.m., 4:00 p.m. (Eastern
time), and as of the close of trading (normally 4:00 p.m., Eastern time)
on the New York Stock Exchange each day the New York Stock Exchange is
open.
     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 1:00
p.m. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m.
(Eastern time) that day. Federal funds should be wired as follows:
Federated Services Company, c/o State Street Bank and Trust Company,
Boston, MA; Attention:  EDGEWIRE;  For Credit to: Government Obligations
Tax-Managed 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 Tax-Managed Fund-Institutional Service Shares to:  Federated
Services Company, Government Obligations Tax-Managed Fund, c/o State
Street Bank and Trust Company, P.O. Box 8602, Boston, MA 02266-8602.
Orders by mail are considered received when payment by check is
converted into federal funds. This is normally the next business day
after the check is received.
     Minimum Investment Required
The minimum initial investment is $25,000. 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
Federated Services Company receives the redemption request. Redemptions
will be made on days on which the Fund computes its net asset value.
Redemption requests must be received in proper form and can be made as
described below.
     By Mail
Shares may be redeemed by sending a written request to: Government
Obligations Tax-Managed Fund, P.O. Box 8602, Boston, MA 02266-8602. The
written request should state: Government Obligations Tax-Managed
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 1:00 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 1:00 p.m. (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.
     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.  The Fund will limit its investments to
those which, if owned directly, pay interest exempt from state personal
income tax. However, under the laws of some states, the net investment
income distributed by the Fund may be taxable to shareholders.
Shareholders are urged to consult their own tax advisers regarding the
status of their accounts under state and local tax laws.
     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. Institutional Shares are sold with no Services
      Plan fees.
      Financial institutions providing distribution or administrative
      services may receive additional compensation depending upon which
      class of shares of the Fund is sold. The distributor pays this
      compensation and is reimbursed from sources other than the assets
      of the Fund.
      The amount of dividends payable to shareholders of any particular
      class may be more or less than that payable to the shareholders of
      any other class depending upon the existence of and differences in
      class expenses and Services Plan expenses.  The stated advisory
      fee is the same for all classes of shares.
     Performance Information
From time to time, the Fund advertises its yield, effective yield, and
tax-equivalent yield for 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 yield, effective yield, and tax-equivalent yield of Institutional
Shares will exceed the yield, effective yield, and tax-equivalent yield
of Institutional Service Shares for the same period.
From time to time, advertisements for the Fund may refer to ratings,
rankings, and other information in certain financial publications and/or
compare its performance to certain indices.
     Addresses
     Government Obligations Tax-Managed 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 Administrative
           Services                Federated Investors Tower
                                   Pittsburgh, PA   15222-3779
     
     Custodian
           State Street Bank and Trust
           Company                 P.O. Box 8602
                                   Boston, MA  02266-8602
     
     Transfer Agent and Dividend Disbursing Agent
     
           Federated Services Company   Federated Investors Tower
                                   Pittsburgh,  PA  15222-3779
     
     
     Independent Public Accountants
           Arthur Andersen LLP     2100 One PPG Place
                                   Pittsburgh, PA  15222
     

                                             
                                             
                                             Government Obligations
                                             Tax-Managed Fund
                                             Institutional Service Shares
                                             Prospectus
                                             
                                   A Diversified Portfolio of  Money Market
                                   Obligations Trust, an Open-End Management
                                   Investment Company
                                              
                                              Prospectus dated May __, 1995
     


    FEDERATED SECURITIES CORP.

    Distributor
    A subsidiary of Federated
    Investors
    Federated Investors Tower
    Pittsburgh, PA  15222-3779
    CUSIP #s
    #######X (date)




Government Obligations Tax-Managed 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 Tax-Managed Fund (the
    "Fund"), a portfolio of Money Market Obligations Trust (the
    "Trust")  dated May __, 1995 This Statement is not a prospectus.
    To receive a copy of a prospectus, write or call the Trust.
    
    Federated Investors Tower
    Pittsburgh, PA 15222-3779
    
    Statement dated May __, 1995
   
Federated Securities Corp.
Distributor
A subsidiary of
Federated Investors
    Investment Policies           1
      Acceptable Investments       1
      When-Issued And Delayed
       Delivery Transactions      1
    Investment Limitations        1
      Selling Short and Buying on
       Margin                     1
      Issuing Senior Securities
       and Borrowing Money        1
      Pledging Assets              1
      Lending Cash or Securities   1
      Investing in Commodities     1
      Investing in Real Estate     1
      Underwriting                 2
      Concentration of
       Investments                2
      Diversification of
       Investments                2
      Investing in Illiquid
       Securities                 2
      Investing in Securities of
       Other Investment
       Companies                  2
      Investing in New Issuers     2
      Investing for Control        2
      Investing in Issuers Whose
       Securities Are
       Owned by Officers of the Fund 2
      Investing in Options         2
      Investing in Minerals        2
    Brokerage Transactions        3
    Money Market Obligations
      Trust Management             3
      Trustees Compensation        8
      Fund Ownership               9
      Officers and Trustees as a
       group own less than
      1% of the Fund's outstanding shares. 9
      Trustee Liability            9
    Investment Advisory Services  9
      Investment Adviser(s)        9
      Advisory Fees                9
   State Expense Limitations       9
    Shareholder Services Plan    10
    Determining Net Asset Value  10
    Redemption in Kind           10
    The Fund's Tax Status        10
    Performance Information      11
      Yield                       11
      Effective Yield             11
      Total Return                11
      Performance Comparisons     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.
     Investment Limitations
     Selling Short and Buying on Margin
The Fund will not sell any securities short or purchase any securities
on margin but may obtain such short-term credits as are necessary for
clearance of transactions.
     Issuing Senior Securities and Borrowing Money
The Fund will not issue senior securities except that the Fund may
borrow money in amounts up to one-third of the value of its total
assets, including the amounts borrowed.
The Fund will not borrow money for investment leverage, but rather as a
temporary, extraordinary, or emergency measure or to facilitate
management of the portfolio by enabling the Fund to meet redemption
requests when the liquidation of portfolio securities is deemed to be
inconvenient or disadvantageous.  The Fund will not purchase any
securities while borrowings in excess of 5% of the value of its total
assets are outstanding.
     Pledging Assets
The Fund will not mortgage, pledge, or hypothecate any assets except as
necessary to secure permitted borrowings.
     Lending Cash or Securities
The Fund will not lend any of its assets, except that it may purchase or
hold portfolio securities permitted by its investment objective,
policies, and limitations, or 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. The U.S. government is not considered to be an
industry.
     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
     Fund
The Fund will not purchase or retain the securities of any issuer if the
Officers and Trustees of the Fund or its investment adviser owning
individually more than .50 of 1% of the issuer's securities together own
more than 5% of the issuer's securities.
     Investing in Options
The Fund will not invest in puts, calls, straddles, spreads, or any
combination of them.
     Investing in Minerals
The Fund will not purchase or sell interests in oil, gas, or other
mineral exploration or development programs or leases, although it may
purchase the securities of issuers which invest in or sponsor such
programs.
For purposes of the above limitations, the Fund considers instruments
issued by a U.S. branch of a domestic bank or savings and loan having
capital, surplus, and undivided profits in excess of $100,000,000 at the
time of investment to be "cash items". Except with respect to borrowing
money, if a percentage limitation is adhered to at the time of
investment, a later increase or decrease in percentage resulting from
any change in value or net assets will not result in a violation of such
limitation.
The Fund does not intend to borrow money or pledge securities in excess
of 5% of the value of its net assets during the  coming fiscal year.
     Brokerage Transactions
When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the adviser looks for prompt execution of the
order at a favorable price.  In working with dealers, the adviser will
generally use those who are recognized dealers in specific portfolio
instruments, except when a better price and execution of the order can
be obtained elsewhere.  The adviser makes decisions on portfolio
transactions and selects brokers and dealers subject to guidelines
established by the 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.
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 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
Professor of Medicine and Member, Board of Trustees, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center -
Downtown; Member, Board of Directors, University of Pittsburgh Medical
Center; formerly, Hematologist, Oncologist, and Internist, Presbyterian
and Montefiore Hospitals; Director, Trustee, or Managing General Partner
of the Funds.

     
     Edward L. Flaherty, Jr.@
     Two Gateway Center
     Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer &  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.

     John E. Murray, Jr., J.D., S.J.D.
     President
     Duquesne University
     Pittsburgh, PA  15282
     
     Trustee
     
     President, Law Professor, Duquesne University; Consulting
     Partner, Mollica, Murray and Hogue; Director, Trustee, or
     Managing General Partner of the Funds.
     
     Gregor F. Meyer
     Two Gateway Center
     Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer & 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" as defined
         in the Investment Company Act of 1940, as amended.
      @  Member of the Executive Committee. The Executive Committee of
         the Board of Trustees handles the responsibilities of the Board
         of Trustees between meetings of the Board.
     Trustees Compensation
     
                      AGGREGATE
NAME ,              COMPENSATION
POSITION WITH            FROM              TOTAL COMPENSATION PAID
TRUST*#          FROM FUND COMPLEX +
     
John F. Donahue         $ _____           $_____ for the Trust  and
Chairman and Trustee                      69 other investment companies in the
Fund Complex
Thomas G. Bigley        $ _____           $_____ for the Trust  and
Trustee                                   50 other investment companies in the
Fund Complex
John T. Conroy, Jr.     $ _____           $_____ for the Trust  and
Trustee                                   65 other investment companies in the
Fund Complex
William J. Copeland     $ _____           $_____ for the Trust  and
Trustee                                   65 other investment companies in the
Fund Complex
J. Christopher Donahue  $ _____           $_____ for the Trust  and
President and Trustee                     15 other investment companies in the
Fund Complex
James E. Dowd           $ _____           $_____ for the Trust  and
Trustee                                   65 other investment companies in the
Fund Complex
Lawrence D. Ellis, M.D. $ _____           $_____ for the Trust  and
Trustee                                   65 other investment companies in the
Fund Complex
Edward L. Flaherty, Jr. $ _____           $_____ for the Trust  and
Trustee                                   65 other investment companies in the
Fund Complex
Peter E. Madden         $ _____           $_____ for the Trust  and
Trustee                                   65 other investment companies in the
Fund Complex
Gregor F. Meyer         $ _____           $_____ for the Trust  and
Trustee                                   65 other investment companies in the
Fund Complex
John E. Murray, Jr.,    $ _____           $_____ for the Trust  and
Trustee                                   65  other investment companies in the
Fund Complex
Wesley W. Posvar        $ _____           $_____ for the Trust  and
Trustee                                   65 other investment companies in the
Fund Complex
Marjorie P. Smuts       $ _____           $_____ for the Trust  and
Trustee                                   65 other investment companies in the
Fund Complex
     

*Information is furnished for the fiscal year ended July 31, 1994.
#The aggregate compensation is provided for the Trust which is comprised
of six portfolios.
+The information is provided for the last calendar year.
As used in the table above, "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; Newpoint Funds; New York Municipal Cash Trust; 111 Corcoran
Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The
Shawmut Funds; Short-Term Municipal Trust; Star Funds; The Starburst
Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for 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 as a group own less than 1% of the Fund's
     outstanding shares.
     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(s)
The Fund's investment adviser is Federated Administrative Services.  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 Administrative Services receives an
annual investment advisory fee as described in the prospectus.
      State Expense Limitations
      The adviser has undertaken to comply with the expense limitations
      established by certain states for investment companies whose
      shares are registered for sale in those states.  If the Fund's
      normal operating expenses (including the investment advisory fee,
      but not including brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2-1/2% per year of the first $30
      million of average net assets, 2% per year of the next $70 million
      of average net assets, and 1-1/2% per year of the remaining
      average net assets, the adviser will reimburse the Fund for its
      expenses over the limitation.
      If the Fund's monthly projected operating expenses exceed this
      limitation, the investment advisory fee paid will be reduced by
      the amount of the excess, subject to an annual adjustment.  If the
      expense limitation is exceeded, the amount to be reimbursed by the
      adviser will be limited, in any single fiscal year, by the amount
      of the investment advisory fees.
      This arrangement is not part of the advisory contract and may be
      amended or rescinded in the future.
     Fund Administration
Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
described in the prospectus.
     Shareholder Services Plan
This arrangement permits the payment of fees to Federated Shareholder
Services and financial institutions to cause services to be provided
which are necessary for the maintenance of shareholder accounts and to
encourage personal services to shareholders by a representative who has
knowledge of the shareholder's particular circumstances and goals.
These activities and services may include, but are not limited to:
providing office space, equipment, telephone facilities, and various
clerical, supervisory, computer, and other personnel as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic
investments of client account cash balance; answering routine client
inquiries; and assisting clients in changing dividend options, account
designations, and addresses.  By adopting the Shareholder Services Plan,
the Board of Trustees expects that the Fund will benefit by:
(1) providing personal services to shareholders; (2) investing
shareholder assets with a minimum of delay and administrative detail;
(3) enhancing shareholder recordkeeping systems; and (4) responding
promptly to shareholders' requests and inquiries concerning their
accounts.
Custodian and Portfolio Recordkeeper.   State Street Bank and Trust
Company, Boston, MA, is custodian for the securities and cash of the
Fund.  Federated Services Company, Pittsburgh, PA, provides certain
accounting and recordkeeping services with respect to the Fund's
portfolio investments.
Transfer Agent.  As transfer agent, Federated Services Company maintains
all necessary shareholder records.  For its services, the transfer agent
receives a fee based upon the size, type and number of accounts and
transactions made by shareholders.
     Determining Net Asset Value
The Trustees have decided that the best method for determining the value
of portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for
amortization of premium or accumulation of discount rather than at
current market value. Accordingly, neither the amount of daily income
nor the net asset value is affected by any unrealized appreciation or
depreciation of the portfolio. In periods of declining interest rates,
the indicated daily yield on shares of the Fund computed by dividing the
annualized daily income on the Fund's portfolio by the net asset value
computed as above may tend to be higher than a similar computation made
by using a method of valuation based upon market prices and estimates.
In periods of rising interest rates, the opposite may be true.
The Fund's use of the amortized cost method of valuing portfolio
instruments depends on its compliance with certain conditions in Rule 2a-
7 (the "Rule") promulgated by the Securities and Exchange Commission
under the Investment Company Act of 1940. Under the Rule, the Trustees
must establish procedures reasonably designed to stabilize the net asset
value per share, as computed for purposes of distribution and
redemption, at $1.00 per share, taking into account current market
conditions and the Fund's investment objective. The procedures include
monitoring the relationship between the amortized cost value per share
and the net asset value per share based upon available indications of
market value. The Trustees will decide what, if any, steps should be
taken if there is a difference of more than 0.5 of 1% between the two
values. The Trustees will take any steps they consider appropriate (such
as redemption in kind or shortening the average portfolio maturity) to
minimize any material dilution or other unfair results arising from
differences between the two methods of determining net asset value.
     Redemption in Kind
The Fund is obligated to redeem shares solely in cash up to $250,000 or
1% of the Fund's net asset value, whichever is less, for any one
shareholder within a 90-day period.  Any redemption beyond this amount
will also be in cash unless the Trustees determine that further payments
should be in kind.  In such cases, the Fund will pay all or a portion of
the remainder of the redemption in portfolio instruments valued in the
same way as the Fund determines net asset value. The portfolio
instruments will be selected in a manner that the Trustees deem fair and
equitable.  Redemption in kind is not as liquid as a cash redemption.
If redemption is made in kind, shareholders who sell these securities
could receive less than the redemption value and could incur certain
transaction costs.
     The Fund's Tax Status
To qualify for the special tax treatment afforded to regulated
investment companies, the Fund must, among other  requirements:  derive
at least 90% of its gross income from dividends, interest, and gains
from the sale of securities; derive less than 30% of its gross income
from the sale of securities held less than three months; invest in
securities within certain statutory limits; and distribute to its
shareholders at least 90% of its net income earned during the year.
     Performance Information
Performance depends upon such variables as: portfolio quality; average
portfolio maturity; type of instruments in which the portfolio is
invested; changes in interest rates; changes in expenses; and the
relative amount of cash flow. To the extent that financial institutions
and broker/dealers charge fees in connection with services provided in
conjunction with an investment in shares of the Fund, the performance
will be reduced for those shareholders paying those fees.
     Yield
The yield is calculated based upon the seven days ending on the day of
the calculation, called the "base period." This yield is computed by:
determining the net change in the value of a hypothetical account with a
balance of one share at the beginning of the base period, with the net
change excluding capital changes but including the value of any
additional shares purchased with dividends earned from the original one
share and all dividends declared on the original and any purchased
shares; dividing the net change in the account's value by the value of
the account at the beginning of the base period to determine the base
period return; and multiplying the base period return by 365/7.
     Effective Yield
The effective yield is calculated by compounding the unannualized base
period return by: adding 1 to the base period return; raising the sum to
the 365/7th power; and subtracting 1 from the result.
     Total Return
Average annual total return is the average compounded rate of return for
a given period that would equate a $1,000 initial investment to the
ending redeemable value of that investment. The ending redeemable value
is computed by multiplying the number of shares owned at the end of the
period by the net asset value per share at the end of the period. The
number of shares owned at the end of the period is based on the number
of shares purchased at the beginning of the period with $1,000, adjusted
over the period by any additional shares, assuming the monthly
reinvestment of all dividends and distributions.
     Performance Comparisons
Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance,
investors should consider all relevant factors such as the composition
of any index used, prevailing market conditions, portfolio compositions
of other funds, and methods used to value portfolio securities and
compute offering price. The financial publications and/or indices which
the Fund uses in advertising may include:
        -  Lipper Analytical Services, Inc., ranks funds in various fund
          categories based on total return, which assumes the
          reinvestment of all income dividends and capital gains
          distributions, if any.
        -  Donoghue's Money Fund Report publishes annualized yields of
          money market funds weekly. Donoghue's Money Market Insight
          publication reports monthly and 12-month-to-date investment
          results for the same money funds.
        -  Money, a monthly magazine, regularly ranks money market funds
          in various categories based on the latest available seven-day
          effective yield.
        -  Salomon 30-Day CD Index compares rate levels of 30-day
          certificates of deposit from the top ten prime representative
          banks.
        -  Salomon 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.
        -  Discount 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.

PART C.   OTHER INFORMATION.
Item 24.    Financial Statements and Exhibits:
            (a)   Financial Statements.  (To be filed by Amendment)
            (b)   Exhibits:
                   (1)  Copy of Declaration of Trust of the Registrant dated
                        October 3, 1988 (1);
                         (i)  Amendment to the Declaration of Trust dated
                              October 3, 1989 (1);
                        (ii)  Conformed copy of Amendment NO. 8 to
                              Declaration of Trust dated December 28, 1994;+
                   (2)  Copy of By-Laws of the Registrant (1);
                   (3)  Not applicable;
                   (4)  Copy of Specimen Certificate for Shares of Beneficial
                        Interest of the Registrant (8);
                        (i)               Copy of Specimen Certificate for
                              Institutional Shares of Government Obligations
                              Tax-Managed Fund; +
                        (ii)              Copy of Specimen Certificate for
                              Institutional Service Shares of Government
                              Obligations Tax-Managed Fund;+
                   (5)  Copy of Investment Advisory Contract of the
                        Registrant (1);
                         (i)  Copy of Exhibit G to Investment Advisory
                              Contract (7);
                        (ii)  Form of Investment Advisory Contract between
                              Registrant and Federated Administrative
                              Services dated March 1, 1995;+
                   (6)  Copy of Distributor's Contract of the
                        Registrant (7);
                        (i)   Conformed Copy of Exhibit F to
                              Distributor's Contract (9);
                        (ii)  Copy of Exhibit G to Distributor's
                              Contract (9);
                        (iii) Copy of Exhibit H to Distributor's
                              Contract (9);
                        (iv)  Form of Exhibit C to Distributor's
                              Contract dated March 1, 1995;+
                        (v)   Form of Exhibit D to Distributor's
                              Contract dated March 1, 1995;+
                   (7)  Not applicable;
                   (8)  Conformed copy of Custodian Agreement of the
                        Registrant (8);
                   (9)   (i)  Conformed copy of Transfer Agency and
                              Service Agreement of the Registrant (8);
                        (ii)  Conformed Copy of Fund Accounting Agreement;+
                        (iii) Conformed Copy of Shareholder Services Plan
                              dated June 1, 1994 (9);
                        (iv)  Conformed copy of Shareholder Services Sub-
                              Contract dated June 1, 1994 (9);
                        (v)   Form of Exhibit B to Shareholder Services Plan
                              relating to Government Obligations Tax-Managed
                              Fund, dated March 1, 1995;+

+     All exhibits have been filed electronically.
1.    Response is incorporated by reference to Registrant's Initial
      Registration Statement on Form N-1A filed October 20, 1989.  (File
      No. 33-31602)
2.    Response is incorporated by reference to Registrant's Pre-Effective
      Amendment No. 1 on Form N-1A filed December 8, 1989.
      (File No. 33-31602)
3.    Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 1 on Form N-1A filed June 25, 1990.  (File No. 33-31602)
4.    Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 3 on Form N-1A filed September 26, 1991. (File
      No. 33-31602)
5.    Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 5 on Form N-1A filed September 28, 1992. (File
      No. 33-31602)
6.    Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 6 on Form N-1A filed September 27, 1993. (File
      No. 33-31602)
7.    Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 7 of Form N-1A filed May 6, 1994.  (File No. 33-31602)
8.    Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 8 on Form N-1A filed June 1, 1994.  (File No. 33-31602)
9.    Response is incorporated by reference to Registrant's Post Effective
      Amendment No. 11 on Form N-1A filed Nov. 25, 1994 (File No. 33-31602)
                  (10)  Copy of Opinion and Consent of Counsel as to
                        legality of shares being registered (2);
                  (11)  Conformed copy of Consent of the Independent
                        Public Accountants (9);
                  (12)  Not applicable;
                  (13)  Copy of Initial Capital Understanding (2);
                  (14)  Not applicable;
                  (15)  (i)   Copy of Rule 12b-1 Plan dated June 1, 1994
                        (9);
                        (ii)  Copy of Rule 12b-1 Agreement dated June 1,
                        1994 (9);
                  (16)  Schedule for Computation of Fund Performance
                        Data (3);
                  (17)  Financial Data Schedule (9);
                  (18)  Not Applicable
                  (19)  Power of Attorney; +

Item 25.    Persons Controlled by or Under Common Control with Registrant:
            None
Item 26.    Number of Holders of Securities:
                                                Number of Record Holders
            Title of Class                        as of January 13, 1995

            Shares of Beneficial Interest

            Government Obligations Fund
              Institutional Shares                          125
              Institutional Service Shares                  84
            Prime Obligations Fund
              Institutional Shares                          219
              Institutional Service Shares                  169
            Tax-Free Obligations Fund
              InstitutionaL Shares                          71
              Institutional Service Shares                  27
            Treasury Obligations Fund
              Institutional Shares                          156
              Institutional Service Shares                  45
            Automated Cash Management Trust                 6,203

Item 27.    Indemnification:  (1)


1.    Response is incorporated by reference to Registrant's Initial
      Registration Statement on Form N-1A filed October 20, 1989 (File
      No. 33-31602)
2.    Response is incorporated by reference to Registrant's Pre-Effective
      Amendment No. 1 on Form N-1A filed December 8, 1989.
      (File No. 33-31602)
3.    Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 1 on Form N-1A filed June 25, 1990.  (File No. 33-31602)
5.    Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 5 on Form N-1A filed September 28, 1992. (File
      No. 33-31602)
9.    Response is incorporated by reference to Registrant's Post Effective
      Amendment No. 11 on Form N-1A filed Nov. 25, 1994 (File No. 33-31602)
Item 28.    Business and Other Connections of Investment Adviser:

            For a description of the other business of Federated Management,
            the investment adviser for Automated Cash Management Trust,
            Government Obligations Fund, Prime Obligations Fund, Tax-Free
            Obligations Fund and Treasury Obligations Fund, see the section
            entitled "Management of Money Market Obligations Trust" in Part
            A.  The affiliations with the Registrant of four of the Trustees
            and two of the Officers of the Federated Management and their
            business addresses are included in Part B of this Registration
            Statement under "Money Market Obligations Trust Management -
            Officers and Trustees."  The remaining Trustee of Federated
            Management, his principal occupation and business address is:
            Mark D. Olson (Partner, Wilson, Halbrook & Bayard), 107 West
            Market Street, Georgetown, Delaware  19947.

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

            For a description of the other business of Federated
            Administrative Services, the investment adviser for Government
            Obligations Tax-Managed Fund,  see the section entitled
            "Management of Money Market Obligations Trust" in Part A.  The
            affiliations with the Registrant of three of the Trustees and two
            of the Officers of the Federated Administrative Services and
            their business addresses are included in Part B of this
            Registration Statement under "Money Market Obligations Trust
            Management - Officers and Trustees."  The remaining Trustees of
            Federated Administrative Services, their principal occupations
            and business addresses are: James J. Dolan, (President, COO,
            Federated Administrative Services), David M. Taylor, (Senior Vice
            President, Federated Administrative Services), Federated
            Investors Tower, Pittsburgh, Pennsylvania 15222-3779, and Mark D.
            Olson (Partner, Wilson, Halbrook & Bayard), 107 West Market
            Street, Georgetown, Delaware  19947.

            The remaining Officers of Federated Administrative Services are:
            John W. McGonigle, Executive Vice President and Secretary;
            S. Elliott Cohan, William D. Genge, Douglas L. Hein, Eugene F.
            Maloney, Denis McAuley, R. Jeffrey Niss, Frank E. Polefrone,
            Wayne Swift, David M. Taylor, and Thomas J. Ward, Senior Vice
            Presidents; Debbie Adams-Marshall, John C. Anderson, Paul C.
            Angell, Byron F. Bowman, Ronald L. Cavanagh, Sr., Craig P.
            Churman, Daniel P. Cwenar, Charles L. Davis, Jr., Margaret P.
            Demski, Peter G. Downing, Emily H. Emigh, Charles C. Fawcett,
            Raymond J. Hanley, Newton Heston, III, Philip C. Hetzel, Shirley
            A. Hutton, Theresa Kelly, Maureen N. Kennedy, Anne H. Kruczek,
            Joseph S. Machi, Joseph L. Mayer, James J. McKown, Ronald M.
            Petnuch, Carole A. Popchock, Jeffrey W. Sterling, C. Chtistine
            Thomson, and Robert J. Wagner, Vice Presidents; and Edward C.
            Gonzales, Treasurer.  The business address of each of the
            Officers of the investment adviser is Federated Investors Tower,
            Pittsburgh, Pennsylvania  15222-3779.


Item 29.    Principal Underwriters:

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

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

            (b)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


          (c) Not applicable.

Item 30.    Location of Accounts and Records:  (4)

Item 31.    Management Services:  Not applicable.

Item 32.    Undertakings:

            Registrant hereby undertakes to comply with the provisions of
            Section 16(c) of the 1940 Act with respect to removal of Trustees
            and the calling of special shareholder meetings by shareholders.

            Registrant hereby undertakes to furnish each person to whom a
            prospectus is delivered with a copy of the Registrant's latest
            annual report to shareholders, upon request and without charge.

            Registrant hereby undertakes to file a post-effective amendment
                                          on behalf of Government Obligations
                                          Tax-Managed Fund, which need not be
                                          certified, within four to six
                                          months from the date of this Post
                                          Effective Amendment No. 12.
________________
4.    Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 4 on Form N-1A filed December 17, 1991. (File
      No. 33-31602)

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, MONEY MARKET OBLIGATIONS
TRUST, has duly caused this Amendment to its Registration Statement to
be signed on its behalf by the undersigned, thereto duly authorized, in
the City of Pittsburgh and Commonwealth of Pennsylvania, on the 21st day
of February, 1995.

MONEY MARKET OBLIGATIONS TRUST

                  BY: /s/Jeannette Fisher-Garber
                  Jeannette Fisher-Garber, Assistant Secretary
                  Attorney in Fact for John F. Donahue
                  February 21, 1995



    Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following person in the capacity and on the date indicated:

    NAME                            TITLE                         DATE

By: /s/Jeannette Fisher-Garber
    Jeannette Fisher-Garber      Attorney In Fact           February 21,
1995
    ASSISTANT SECRETARY          For the Persons
                                 Listed Below

    NAME                            TITLE

John F. Donahue*                 Chairman and Trustee
                                 (Chief Executive Officer)

J. Christopher Donahue*          President and Trustee

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

Thomas G. Bigley*                Trustee

John T. Conroy, Jr.*             Trustee

William J. Copeland*             Trustee

James E. Dowd*                   Trustee

Lawrence D. Ellis, M.D.*         Trustee

Edward L. Flaherty, Jr.*         Trustee

Peter E. Madden*                 Trustee

Gregor F. Meyer*                 Trustee

John E. Murray, Jr.*             Trustee

Wesley W. Posvar*                Trustee

Marjorie P. Smuts*               Trustee

* By Power of Attorney



Exhibit 19 on Form N-1A
Exhibit (24) under Item 601, Reg S-K

POWER OF ATTORNEY


      Each person whose signature appears below hereby constitutes and
appoints the Secretary and Assistant Secretary of MONEY MARKET
OBLIGATIONS TRUST and the Assistant General Counsel of Federated
Investors, and each of them, their true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for them and
in their names, place and stead, in any and all capacities, to sign any
and all documents to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, by means of
the EDGAR; and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of
them, full power and authority to sign and perform each and every act
and thing requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as each of them might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact
and agents, or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue thereof.


SIGNATURES                          TITLE                                 DATE



/s/John F. Donahue                  Chairman and Trustee
John F. Donahue                     (Chief Executive Officer)          2/21/95


/s/J. Christopher Donahue           President and Trustee              2/21/95
J. Christopher Donahue


/s/Edward C. Gonzales               Vice President and Treasurer       2/21/95
Edward C. Gonzales                     (Principal Financial and
                                        Accounting Officer)


/s/Thomas G. Bigley                 Trustee                            2/21/95
Thomas G. Bigley



/s/John T. Conroy, Jr.              Trustee                            2/21/95
John T. Conroy, Jr.



/s/William J. Copeland              Trustee                            2/21/95
William J. Copeland

SIGNATURES                          TITLE                                 DATE



/s/James E. Dowd                    Trustee                            2/21/95
James E. Dowd



/s/Lawrence D. Ellis, M.D.          Trustee                            2/21/95
Lawrence D. Ellis, M.D.



/s/Edward L. Flaherty, Jr.          Trustee                            2/21/95
Edward L. Flaherty, Jr.



/s/Peter E. Madden                  Trustee                            2/21/95
Peter E. Madden



/s/Gregor F. Meyer                  Trustee                            2/21/95
Gregor F. Meyer



/s/John E. Murray, Jr.              Trustee                            2/21/95
John E. Murray, Jr.



/s/Wesley W. Posvar                 Trustee                            2/21/95
Wesley W. Posvar



/s/Marjorie P. Smuts                Trustee                            2/21/95
Marjorie P. Smuts




Sworn to and subscribed before me this 21st day of February , 1995



/s/ Marie M. Hamm

Notary Public



Exhibit (1)(ii) on Form N-1A
Exhibit (3)(i) under Item 601/Reg. S-K

MONEY MARKET OBLIGATIONS TRUST

Amendment No. 8
DECLARATION OF TRUST
dated October 3, 1988



    THIS Declaration of Trust is amended as follows:

    Strike the first paragraph of Section 5 of Article III from the
Declaration of Trust and substitute in its place the following:

    "Section 5.  Establishment and Designation of Series or Class.

    Without limiting the authority of the Trustees set forth herein, to
    establish and designate any additional series or class or to modify
    the rights or preferences of any existing series or class, the
    series and classes have been established and designated as:

                   Automated Cash Management Trust
                   Government Obligations Fund
                     Institutional Shares
                     Institutional Service Shares
                   Government Obligations Tax Managed Fund
                     Institutional Shares
                     Institutional Service Shares
                   Prime Obligations Fund
                     Institutional Shares
                     Institutional Service Shares
                   Tax-Free Obligations Fund
                     Institutional Shares
                     Institutional Service Shares
                   Treasury Obligations Fund
                     Institutional Shares
                     Institutional Service Shares

    The establishment and designation of any series or class of shares
    in addition to those established and designated above shall be
    effective upon the execution by a majority of the then Trustees,
    without the need for Shareholder approval, of an amendment to this
    Declaration of Trust, taking the form of a complete restatement or
    otherwise, setting forth such establishment and designation and the
    relative rights and preferences of any such series or class, or as
    otherwise provided in such instrument."

    The undersigned Assistant Secretary of Money Market Obligations
Trust hereby certifies that the above-stated Amendment is a true and
correct Amendment to the Declaration of Trust, as adopted by the Board
of Trustees on the 28th day of December, 1994.

    WITNESS the due execution hereof this 28th day of December, 1994.



                                          /s/ Jeannette Fisher-Garber
                                          Jeannette Fisher-Garber
                                          Assistant Secretary














BRONLY/OrganizationalDocuments/Amendments/12/94/amend8/MMOT/KRO




                                                                Exhibit (4)

MONEY MARKET OBLIGATIONS TRUST
Government Obligations Tax-Managed Fund
Institutional Shares

Number                                                               Shares
_____                                                                 _____

   Account No.             Alpha Code                  See Reverse Side For
                                                        Certain Definitions






THIS IS TO CERTIFY THAT                                     is the owner of





                                                         CUSIP_____________


Fully Paid and Non-Assessable Shares of Beneficial Interest of
Government Obligations Tax-Managed Fund, a portfolio of MONEY MARKET
OBLIGATIONS TRUST hereafter called the Trust, transferable on the books
of the Trust by the owner in person or by duly authorized attorney upon
surrender of this certificate properly endorsed.

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

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

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




Dated:                  MONEY MARKET OBLIGATIONS TRUST
Corporate Seal
1988
Massachusetts



/s/ Edward C. Gonzales                                  /s/ John F. Donahue
    Treasurer                                                      Chairman


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

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

      For value received__________ hereby sell, assign, and transfer
unto

Please insert social security or other
identifying number of assignee

______________________________________


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

________________________________________________________________________
_____

________________________________________________________________________
_____

______________________________________________________________________
shares

of beneficial interest represented by the within Certificate, and do

hereby irrevocably constitute and appoint

__________________________________________

________________________________________________________________________

_____

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

full power of substitution in the premises.



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


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



Page One

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

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

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

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


Page Two

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






                                                                Exhibit (4)

MONEY MARKET OBLIGATIONS TRUST
Government Obligations Tax-Managed Fund
Institutional Service Shares

Number                                                               Shares
_____                                                                 _____

   Account No.             Alpha Code                  See Reverse Side For
                                                        Certain Definitions






THIS IS TO CERTIFY THAT                                     is the owner of





                                                         CUSIP_____________


Fully Paid and Non-Assessable Shares of Beneficial Interest of
Government Obligations Tax-Managed Fund, a portfolio of MONEY MARKET
OBLIGATIONS TRUST hereafter called the Trust, transferable on the books
of the Trust by the owner in person or by duly authorized attorney upon
surrender of this certificate properly endorsed.

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

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

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




Dated:                  MONEY MARKET OBLIGATIONS TRUST
Corporate Seal
1988
Massachusetts



/s/ Edward C. Gonzales                                  /s/ John F. Donahue
    Treasurer                                                      Chairman


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

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

      For value received__________ hereby sell, assign, and transfer
unto

Please insert social security or other
identifying number of assignee

______________________________________


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

________________________________________________________________________
_____

________________________________________________________________________
_____

______________________________________________________________________
shares

of beneficial interest represented by the within Certificate, and do

hereby irrevocably constitute and appoint

__________________________________________

________________________________________________________________________

_____

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

full power of substitution in the premises.



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


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



Page One

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

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

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

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


Page Two

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





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

INVESTMENT ADVISORY CONTRACT


MONEY MARKET OBLIGATIONS TRUST



      This Contract is made this 1st day of March, 1995, between
Federated Administrative Services, a business trust having its principal
place of business in Pittsburgh, Pennsylvania (the "Adviser"), and Money
Market Obligations Trust, a Massachusetts business trust having its
principal place of business in Pittsburgh, Pennsylvania (the "Trust").

     WHEREAS the Trust is an open-end management investment company as
     that term is defined in the Investment Company Act of 1940, as
     amended, and is registered as such with the Securities and Exchange
     Commission; and

     WHEREAS Adviser is engaged in the business of rendering investment
     advisory and management services.

      NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

      1.    The Trust hereby appoints Adviser as Investment Adviser for
each of the portfolios ("Funds") of the Trust which executes an exhibit
to this Contract, and Adviser accepts the appointments. Subject to the
direction of the Trustees of the Trust, Adviser shall provide investment
research and supervision of the investments of the Funds and conduct a
continuous program of investment evaluation and of appropriate sale or
other disposition and reinvestment of each Fund's assets.

      2.    Adviser, in its supervision of the investments of each of
the Funds will be guided by each of the Fund's investment objective and
policies and the provisions and restrictions contained in the
Declaration of Trust and By-Laws of the Trust and as set forth in the
Registration Statements and exhibits as may be on file with the
Securities and Exchange Commission.

      3.    Each Fund shall pay or cause to be paid all of its own
expenses and its allocable share of Trust expenses, including, without
limitation, the expenses of organizing the Trust and continuing its
existence; fees and expenses of Trustees and officers of the Trust; fees
for investment advisory services and administrative personnel and
services; expenses incurred in the distribution of its shares
("Shares"), including expenses of administrative support services; fees
and expenses of preparing and printing its Registration Statements under
the Securities Act of 1933 and the Investment Company Act of 1940, as
amended, and any amendments thereto; expenses of registering and
qualifying the Trust, the Funds, and Shares of the Funds under federal
and state laws and regulations; expenses of preparing, printing, and
distributing prospectuses (and any amendments thereto) to shareholders;
interest expense, taxes, fees, and commissions of every kind; expenses
of issue (including cost of Share certificates), purchase, repurchase,
and redemption of Shares, including expenses attributable to a program
of periodic issue; charges and expenses of custodians, transfer agents,
dividend disbursing agents, shareholder servicing agents, and
registrars; printing and mailing costs, auditing, accounting, and legal
expenses; reports to shareholders and governmental officers and
commissions; expenses of meetings of Trustees and shareholders and proxy
solicitations therefor; insurance expenses; association membership dues
and such nonrecurring items as may arise, including all losses and
liabilities incurred in administering the Trust and the Funds. Each Fund
will also pay its allocable share of such extraordinary expenses as may
arise including expenses incurred in connection with litigation,
proceedings, and claims and the legal obligations of the Trust to
indemnify its officers and Trustees and agents with respect thereto.

      4.    Each of the Funds shall pay to Adviser, for all services
rendered to each Fund by Adviser hereunder, the fees set forth in the
exhibits attached hereto.

      5.    The net asset value of each Fund's Shares as used herein
will be calculated to the nearest 1/10th of one cent.

      6.    The Adviser may from time to time and for such periods as it
deems appropriate reduce its compensation (and, if appropriate, assume
expenses of one or more of the Funds) to the extent that any Fund's
expenses exceed such lower expense limitation as the Adviser may, by
notice to the Fund, voluntarily declare to be effective.

      7.    This Contract shall begin for each Fund as of the date of
execution of the applicable exhibit and shall continue in effect with
respect to each Fund presently set forth on an exhibit (and any
subsequent Funds added pursuant to an exhibit during the initial term of
this Contract) for two years from the date of this Contract set forth
above and thereafter for successive periods of one year, subject to the
provisions for termination and all of the other terms and conditions
hereof if: (a) such continuation shall be specifically approved at least
annually by the vote of a majority of the Trustees of the Trust,
including a majority of the Trustees who are not parties to this
Contract or interested persons of any such party cast in person at a
meeting called for that purpose; and (b) Adviser shall not have notified
a Fund in writing at least sixty (60) days prior to the anniversary date
of this Contract in any year thereafter that it does not desire such
continuation with respect to that Fund. If a Fund is added after the
first approval by the Trustees as described above, this Contract will be
effective as to that Fund upon execution of the applicable exhibit and
will continue in effect until the next annual approval of this Contract
by the Trustees and thereafter for successive periods of one year,
subject to approval as described above.

      8.    Notwithstanding any provision in this Contract, it may be
terminated at any time with respect to any Fund, without the payment of
any penalty, by the Trustees of the Trust or by a vote of the
shareholders of that Fund on sixty (60) days' written notice to Adviser.

      9.    This Contract may not be assigned by Adviser and shall
automatically terminate in the event of any assignment. Adviser may
employ or contract with such other person, persons, corporation, or
corporations at its own cost and expense as it shall determine in order
to assist it in carrying out this Contract.

      10.   In the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the obligations or duties under
this Contract on the part of Adviser, Adviser shall not be liable to the
Trust or to any of the Funds or to any shareholder for any act or
omission in the course of or connected in any way with rendering
services or for any losses that may be sustained in the purchase,
holding, or sale of any security.

      11.   This Contract may be amended at any time by agreement of the
parties provided that the amendment shall be approved both by the vote
of a majority of the Trustees of the Trust, including a majority of the
Trustees who are not parties to this Contract or interested persons of
any such party to this Contract (other than as Trustees of the Trust)
cast in person at a meeting called for that purpose, and, where required
by Section 15(a)(2) of the Act, on behalf of a Fund by a majority of the
outstanding voting securities of such Fund as defined in Section
2(a)(42) of the Act.

      12.   Adviser is hereby expressly put on notice of the limitation
of liability as set forth in Article XI of the Declaration of Trust and
agrees that the obligations pursuant to this Contract of a particular
Fund and of the Trust with respect to that particular Fund be limited
solely to the assets of that particular Fund, and Adviser shall not seek
satisfaction of any such obligation from any other Fund, the
shareholders of any Fund, the Trustees, officers, employees or agents of
the Trust, or any of them.

      13.   The Trust and the Funds are hereby expressly put on notice
of the limitation of liability as set forth in the Declaration of Trust
of the Adviser and agree that the obligations assumed by the Adviser
pursuant to this Contract shall be limited in any case to the Adviser
and its assets and, except to the extent expressly permitted by the
Investment Company Act of 1940, as amended, the Trust and the Funds
shall not seek satisfaction of any such obligation from the shareholders
of the Adviser, the Trustees, officers, employees, or agents of the
Adviser, or any of them.

      14.   This Contract shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.

      15.   This Contract will become binding on the parties hereto upon
their execution of the attached exhibits to this Contract.
EXHIBIT A
to the
Investment Advisory Contract

Government Obligations Tax Managed Fund

      For all services rendered by Adviser hereunder, the above-named
Fund of the Trust shall pay to Adviser and Adviser agrees to accept as
full compensation for all services rendered hereunder, an annual
investment advisory fee equal to .20 of 1% of the average daily net
assets of the Fund.

      The portion of the fee based upon the average daily net assets of
the Fund shall be accrued daily at the rate of 1/365th of .20 of 1% of
1% applied to the daily net assets of the Fund.

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

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



 Attest:                                  Federated Administrative
                                          Services




                                          By:
                       Secretary                     Executive Vice President



Attest:                                   Money Market Obligations Trust



                                          By:
             Assistant Secretary                               Vice President



Exhibit (6)(iv) on Form N-1A
Exhibit (10) under Item 601/Reg. S-K

Exhibit C
to the
Distributor's Contract

Money Market Obligations Trust
Government Obligations Tax Managed Fund
 Institutional Shares

         In consideration of the mutual covenants set forth in the
      Distributor's Contract dated March 1, 1994 between Money Market
      Obligations Trust and Federated Securities Corp., Money Market
      Obligations Trust executes and delivers this Exhibit on behalf
      of Government Obligations Tax Managed Fund, and with respect to
      the Institutional Shares thereof, first set forth in this
      Exhibit.
         Witness the due execution hereof this 1st day of  March,
      1995.

ATTEST:                             Money Market Obligations Trust



                                    By:
                     Secretary                                 President
(SEAL)

ATTEST:                             FEDERATED SECURITIES CORP.


                                    By:
                     Secretary                  Executive Vice President
(SEAL)




Exhibit (6)(v) on Form N-1A
Exhibit (10)  under Item 601/Reg. S-K
Exhibit D
to the
Distributor's Contract

MONEY MARKET OBLIGATIONS TRUST

Government Obligations Tax Managed Fund - Institutional Service Shares

      The following provisions are hereby incorporated and made part of
the Distributor's Contract dated the 1st day of March, 1994, between
Money Market Obligations Trust and Federated Securities Corp. with
respect to Classes of the Funds set forth above.

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

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

      3.    During the term of this Agreement, the Trust will pay FSC
for services pursuant to this Agreement, a monthly fee computed at the
annual rate of up to 0.25% of the average aggregate net asset value of
the Institutional Service Shares of the Government Obligations Fund,
Prime Obligations Fund, Tax-Free Obligations Fund, and Treasury
Obligations Fund held during the month.  For the month in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month.

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

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

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

      In consideration of the mutual covenants set forth in the
Distributor's Contract dated March 1, 1994, between Money Market
Obligations Trust and Federated Securities Corp., Money Market
Obligations Trust executes and delivers this Exhibit on behalf of the
Funds, and with respect to the separate Classes of Shares thereof, first
set forth in this Exhibit.

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

ATTEST:                        MONEY MARKET OBLIGATIONS TRUST



                               By:
                   Secretary                                   President
(SEAL)

ATTEST:                        FEDERATED SECURITIES CORP.



                               By:
                   Secretary                                   President
(SEAL)



                                            Exhibit 9(ii) under Form N-1A
                                            Exhibit 10 under Item 601/Reg. S-K

AGREEMENT
for
FUND ACCOUNTING,
SHAREHOLDER RECORDKEEPING,
and
CUSTODY SERVICES PROCUREMENT

         AGREEMENT made as of December 1, 1994, by and between those
      investment companies listed on Exhibit 1 as may be amended from
      time to time, having their principal office and place of
      business at Federated Investors Tower, Pittsburgh, PA 15222-3779
      (the "Trust"), on behalf of the portfolios (individually
      referred to herein as a "Fund" and collectively as "Funds") of
      the Trust, and FEDERATED SERVICES COMPANY, a Delaware business
      trust, having its principal office and place of business at
      Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
      (the "Company").
         WHEREAS, the Trust is registered as an open-end management
      investment company under the Investment Company Act of 1940, as
      amended (the "1940 Act"), with authorized and issued shares of
      capital stock or beneficial interest ("Shares"); and
         WHEREAS, the Trust may desire to retain the Company to
      provide certain pricing, accounting and recordkeeping services
      for each of the Funds, including any classes of shares issued by
      any Fund ("Classes") if so indicated on Exhibit 1, and the
      Company is willing to furnish such services; and
         WHEREAS, the Trust may desire to appoint the Company as its
      transfer agent, dividend disbursing agent if so indicated on
      Exhibit 1, and agent in connection with certain other
      activities, and the Company desires to accept such appointment;
      and
         WHEREAS, the Trust may desire to appoint the Company as its
      agent to select, negotiate and subcontract for custodian
      services from an approved list of qualified banks if so
      indicated on Exhibit 1, and the Company desires to accept such
      appointment; and
         WHEREAS, from time to time the Trust may desire and may
      instruct the Company to subcontract for the performance of
      certain of its duties and responsibilities hereunder to State
      Street Bank and Trust Company or another agent (the "Agent");
      and
         WHEREAS, the words Trust and Fund may be used interchangeably
      for those investment companies consisting of only one portfolio;
         NOW THEREFORE, in consideration of the premises and mutual
      covenants herein contained, and intending to be legally bound
      hereby, the parties hereto agree as follows:
SECTION ONE: Fund Accounting.
Article 1. Appointment.
         The Trust hereby appoints the Company to provide certain
      pricing and accounting services to the Funds, and/or the
      Classes, for the period and on the terms set forth in this
      Agreement. The Company accepts such appointment and agrees to
      furnish the services herein set forth in return for the
      compensation as provided in Article 3 of this Section.
Article 2. The Company's Duties.
         Subject to the supervision and control of the Trust's Board
      of Trustees or Directors ("Board"), the Company will assist the
      Trust with regard to fund accounting for the Trust, and/or the
      Funds, and/or the Classes, and in connection therewith
      undertakes to perform the following specific services;
   A.  Value the assets of the Funds using: primarily, market
       quotations, including the use of matrix pricing, supplied by
       the independent pricing services selected by the Company in
       consultation with the adviser, or sources selected by the
       adviser, and reviewed by the board; secondarily, if a
       designated pricing service does not provide a price for a
       security which the Company believes should be available by
       market quotation, the Company may obtain a price by calling
       brokers designated by the investment adviser of the fund
       holding the security, or if the adviser does not supply the
       names of such brokers, the Company will attempt on its own to
       find brokers to price those securities; thirdly, for
       securities for which no market price is available, the Pricing
       Committee of the Board will determine a fair value in good
       faith. Consistent with Rule 2a-4 of the 40 Act, estimates may
       be used where necessary or appropriate. The Company's
       obligations with regard to the prices received from outside
       pricing services and designated brokers or other outside
       sources, is to exercise reasonable care in the supervision of
       the pricing agent. The Company is not the guarantor of the
       securities prices received from such agents and the Company is
       not liable to the Fund for potential errors in valuing a
       Fund's assets or calculating the net asset value per share of
       such Fund or Class when the calculations are based upon such
       prices. All of the above sources of prices used as described
       are deemed by the Company to be authorized sources of security
       prices. The Company provides daily to the adviser the
       securities prices used in calculating the net asset value of
       the fund, for its use in preparing exception reports for those
       prices on which the adviser has comment. Further, upon receipt
       of the exception reports generated by the adviser, the Company
       diligently pursues communication regarding exception reports
       with the designated pricing agents.
   B.  Determine the net asset value per share of each Fund and/or
       Class, at the time and in the manner from time to time
       determined by the Board and as set forth in the Prospectus and
       Statement of Additional Information ("Prospectus") of each
       Fund;
   C.  Calculate the net income of each of the Funds, if any;
   D.  Calculate capital gains or losses of each of the Funds
       resulting from sale or disposition of assets, if any;
   E.  Maintain the general ledger and other accounts, books and
       financial records of the Trust, including for each Fund,
       and/or Class, as required under Section 31(a) of the 1940 Act
       and the Rules thereunder in connection with the services
       provided by the Company;
   F.  Preserve for the periods prescribed by Rule 31a-2 under the
       1940 Act the records to be maintained by Rule 31a-1 under the
       1940 Act in connection with the services provided by the
       Company. The Company further agrees that all such records it
       maintains for the Trust are the property of the Trust and
       further agrees to surrender promptly to the Trust such records
       upon the Trust's request;
   G.  At the request of the Trust, prepare various reports or other
       financial documents required by federal, state and other
       applicable laws and regulations; and
   H.  Such other similar services as may be reasonably requested by
       the Trust.
Article 3. Compensation and Allocation of Expenses.
   A.  The Funds will compensate the Company for its services rendered
       pursuant to Section One of this Agreement in accordance with
       the fees agreed upon from time to time between the parties
       hereto. Such fees do not include out-of-pocket disbursements
       of the Company for which the Funds shall reimburse the Company
       upon receipt of a separate invoice. Out-of-pocket
       disbursements shall include, but shall not be limited to, the
       items agreed upon between the parties from time to time.
   B.  The Fund and/or the Class, and not the Company, shall bear the
       cost of: custodial expenses; membership dues in the Investment
       Company Institute or any similar organization; transfer agency
       expenses; investment advisory expenses; costs of printing and
       mailing stock certificates, Prospectuses, reports and notices;
       administrative expenses; interest on borrowed money; brokerage
       commissions; taxes and fees payable to federal, state and
       other governmental agencies; fees of Trustees or Directors of
       the Trust; independent auditors expenses; Federated
       Administrative Services and/or Federated Administrative
       Services, Inc. legal and audit department expenses billed to
       Federated Services Company for work performed related to the
       Trust, the Funds, or the Classes; law firm expenses; or other
       expenses not specified in this Article 3 which may be properly
       payable by the Funds and/or classes.
   C.  The compensation and out-of-pocket expenses shall be accrued by
       the Fund and shall be paid to the Company no less frequently
       than monthly, and shall be paid daily upon request of the
       Company. The Company will maintain detailed information about
       the compensation and out-of-pocket expenses by Fund and Class.
   D.  Any schedule of compensation agreed to hereunder, as may be
       adjusted from time to time, shall be dated and signed by a
       duly authorized officer of the Trust and/or the Funds and a
       duly authorized officer of the Company.
   E.  The fee for the period from the effective date of this
       Agreement with respect to a Fund or a Class to the end of the
       initial month shall be prorated according to the proportion
       that such period bears to the full month period. Upon any
       termination of this Agreement before the end of any month, the
       fee for such period shall be prorated according to the
       proportion which such period bears to the full month period.
       For purposes of determining fees payable to the Company, the
       value of the Fund's net assets shall be computed at the time
       and in the manner specified in the Fund's Prospectus.
   F.  The Company, in its sole discretion, may from time to time
       subcontract to, employ or associate with itself such person or
       persons as the Company may believe to be particularly suited
       to assist it in performing services under this Section One.
       Such person or persons may be third-party service providers,
       or they may be officers and employees who are employed by both
       the Company and the Funds. The compensation of such person or
       persons shall be paid by the Company and no obligation shall
       be incurred on behalf of the Trust, the Funds, or the Classes
       in such respect.
SECTION TWO: Shareholder Recordkeeping.
Article 4. Terms of Appointment.
         Subject to the terms and conditions set forth in this
      Agreement, the Trust hereby appoints the Company to act as, and
      the Company agrees to act as, transfer agent and dividend
      disbursing agent for each Fund's Shares, and agent in connection
      with any accumulation, open-account or similar plans provided to
      the shareholders of any Fund ("Shareholder(s)"), including
      without limitation any periodic investment plan or periodic
      withdrawal program.
         As used throughout this Agreement, a "Proper Instruction"
      means a writing signed or initialed by one or more person or
      persons as the Board shall have from time to time authorized.
      Each such writing shall set forth the specific transaction or
      type of transaction involved. Oral instructions will be deemed
      to be Proper Instructions if (a) the Company reasonably believes
      them to have been given by a person previously authorized in
      Proper Instructions to give such instructions with respect to
      the transaction involved, and (b) the Trust, or the Fund, and
      the Company promptly cause such oral instructions to be
      confirmed in writing. Proper Instructions may include
      communications effected directly between electro-mechanical or
      electronic devices provided that the Trust, or the Fund, and the
      Company are satisfied that such procedures afford adequate
      safeguards for the Fund's assets. Proper Instructions may only
      be amended in writing.
Article 5. Duties of the Company.
         The Company shall perform the following services in
      accordance with Proper Instructions as may be provided from time
      to time by the Trust as to any Fund:
   A.  Purchases
       (1)  The Company shall receive orders and payment for the
             purchase of shares and promptly deliver payment and
             appropriate documentation therefore to the custodian of
             the relevant Fund, (the "Custodian"). The Company shall
             notify the Fund and the Custodian on a daily basis of
             the total amount of orders and payments so delivered.
       (2)  Pursuant to purchase orders and in accordance with the
             Fund's current Prospectus, the Company shall compute and
             issue the appropriate number of Shares of each Fund
             and/or Class and hold such Shares in the appropriate
             Shareholder accounts.
       (3)  For certificated Funds and/or Classes, if a Shareholder
             or its agent requests a certificate, the Company, as
             Transfer Agent, shall countersign and mail by first
             class mail, a certificate to the Shareholder at its
             address as set forth on the transfer books of the Funds,
             and/or Classes, subject to any Proper Instructions
             regarding the delivery of certificates.
       (4)  In the event that any check or other order for the
             purchase of Shares of the Fund and/or Class is returned
             unpaid for any reason, the Company shall debit the Share
             account of the Shareholder by the number of Shares that
             had been credited to its account upon receipt of the
             check or other order, promptly mail a debit advice to
             the Shareholder, and notify the Fund and/or Class of its
             action. In the event that the amount paid for such
             Shares exceeds proceeds of the redemption of such Shares
             plus the amount of any dividends paid with respect to
             such Shares, the Fund and/the Class or its distributor
             will reimburse the Company on the amount of such excess.
   B.  Distribution
       (1)  Upon notification by the Funds of the declaration of any
             distribution to Shareholders, the Company shall act as
             Dividend Disbursing Agent for the Funds in accordance
             with the provisions of its governing document and the
             then-current Prospectus of the Fund. The Company shall
             prepare and mail or credit income, capital gain, or any
             other payments to Shareholders. As the Dividend
             Disbursing Agent, the Company shall, on or before the
             payment date of any such distribution, notify the
             Custodian of the estimated amount required to pay any
             portion of said distribution which is payable in cash
             and request the Custodian to make available sufficient
             funds for the cash amount to be paid out. The Company
             shall reconcile the amounts so requested and the amounts
             actually received with the Custodian on a daily basis.
             If a Shareholder is entitled to receive additional
             Shares by virtue of any such distribution or dividend,
             appropriate credits shall be made to the Shareholder's
             account, for certificated Funds and/or Classes,
             delivered where requested; and
       (2)  The Company shall maintain records of account for each
             Fund and Class and advise the Trust, each Fund and Class
             and its Shareholders as to the foregoing.
   C.  Redemptions and Transfers
       (1)  The Company shall receive redemption requests and
             redemption directions and, if such redemption requests
             comply with the procedures as may be described in the
             Fund Prospectus or set forth in Proper Instructions,
             deliver the appropriate instructions therefor to the
             Custodian. The Company shall notify the Funds on a daily
             basis of the total amount of redemption requests
             processed and monies paid to the Company by the
             Custodian for redemptions.
       (2)  At the appropriate time upon receiving redemption
             proceeds from the Custodian with respect to any
             redemption, the Company shall pay or cause to be paid
             the redemption proceeds in the manner instructed by the
             redeeming Shareholders, pursuant to procedures described
             in the then-current Prospectus of the Fund.
       (3)  If any certificate returned for redemption or other
             request for redemption does not comply with the
             procedures for redemption approved by the Fund, the
             Company shall promptly notify the Shareholder of such
             fact, together with the reason therefor, and shall
             effect such redemption at the price applicable to the
             date and time of receipt of documents complying with
             said procedures.
       (4)  The Company shall effect transfers of Shares by the
             registered owners thereof.
       (5)  The Company shall identify and process abandoned accounts
             and uncashed checks for state escheat requirements on an
             annual basis and report such actions to the Fund.
   D.  Recordkeeping
       (1)  The Company shall record the issuance of Shares of each
             Fund, and/or Class, and maintain pursuant to applicable
             rules of the Securities and Exchange Commission ("SEC")
             a record of the total number of Shares of the Fund
             and/or Class which are authorized, based upon data
             provided to it by the Fund, and issued and outstanding.
             The Company shall also provide the Fund on a regular
             basis or upon reasonable request with the total number
             of Shares which are authorized and issued and
             outstanding, but shall have no obligation when recording
             the issuance of Shares, except as otherwise set forth
             herein, to monitor the issuance of such Shares or to
             take cognizance of any laws relating to the issue or
             sale of such Shares, which functions shall be the sole
             responsibility of the Funds.
       (2)  The Company shall establish and maintain records pursuant
             to applicable rules of the SEC relating to the services
             to be performed hereunder in the form and manner as
             agreed to by the Trust or the Fund to include a record
             for each Shareholder's account of the following:
             (a)  Name, address and tax identification number (and
                   whether such number has been certified);
             (b)  Number of Shares held;
             (c)  Historical information regarding the account,
                   including dividends paid and date and price for
                   all transactions;
             (d)  Any stop or restraining order placed against the
                   account;
             (e)  Information with respect to withholding in the case
                   of a foreign account or an account for which
                   withholding is required by the Internal Revenue
                   Code;
             (f)  Any dividend reinvestment order, plan application,
                   dividend address and correspondence relating to
                   the current maintenance of the account;
             (g)  Certificate numbers and denominations for any
                   Shareholder holding certificates;
             (h)  Any information required in order for the Company
                   to perform the calculations contemplated or
                   required by this Agreement.
       (3)  The Company shall preserve any such records required to
             be maintained pursuant to the rules of the SEC for the
             periods prescribed in said rules as specifically noted
             below. Such record retention shall be at the expense of
             the Company, and such records may be inspected by the
             Fund at reasonable times. The Company may, at its option
             at any time, and shall forthwith upon the Fund's demand,
             turn over to the Fund and cease to retain in the
             Company's files, records and documents created and
             maintained by the Company pursuant to this Agreement,
             which are no longer needed by the Company in performance
             of its services or for its protection. If not so turned
             over to the Fund, such records and documents will be
             retained by the Company for six years from the year of
             creation, during the first two of which such documents
             will be in readily accessible form. At the end of the
             six year period, such records and documents will either
             be turned over to the Fund or destroyed in accordance
             with Proper Instructions.
   E.  Confirmations/Reports
       (1)  The Company shall furnish to the Fund periodically the
             following information:
             (a)  A copy of the transaction register;
             (b)  Dividend and reinvestment blotters;
             (c)  The total number of Shares issued and outstanding
                   in each state for "blue sky" purposes as
                   determined according to Proper Instructions
                   delivered from time to time by the Fund to the
                   Company;
             (d)  Shareholder lists and statistical information;
             (e)  Payments to third parties relating to distribution
                   agreements, allocations of sales loads, redemption
                   fees, or other transaction- or sales-related
                   payments;
             (f)  Such other information as may be agreed upon from
                   time to time.
       (2)  The Company shall prepare in the appropriate form, file
             with the Internal Revenue Service and appropriate state
             agencies, and, if required, mail to Shareholders, such
             notices for reporting dividends and distributions paid
             as are required to be so filed and mailed and shall
             withhold such sums as are required to be withheld under
             applicable federal and state income tax laws, rules and
             regulations.
       (3)  In addition to and not in lieu of the services set forth
             above, the Company shall:
             (a)  Perform all of the customary services of a transfer
                   agent, dividend disbursing agent and, as relevant,
                   agent in connection with accumulation, open-
                   account or similar plans (including without
                   limitation any periodic investment plan or
                   periodic withdrawal program), including but not
                   limited to: maintaining all Shareholder accounts,
                   mailing Shareholder reports and Prospectuses to
                   current Shareholders, withholding taxes on
                   accounts subject to back-up or other withholding
                   (including non-resident alien accounts), preparing
                   and filing reports on U.S. Treasury Department
                   Form 1099 and other appropriate forms required
                   with respect to dividends and distributions by
                   federal authorities for all Shareholders,
                   preparing and mailing confirmation forms and
                   statements of account to Shareholders for all
                   purchases and redemptions of Shares and other
                   conformable transactions in Shareholder accounts,
                   preparing and mailing activity statements for
                   Shareholders, and providing Shareholder account
                   information; and
             (b)  provide a system which will enable the Fund to
                   monitor the total number of Shares of each Fund
                   and/or Class sold in each state ("blue sky
                   reporting"). The Fund shall by Proper Instructions
                   (i) identify to the Company those transactions and
                   assets to be treated as exempt from the blue sky
                   reporting for each state and (ii) verify the
                   classification of transactions for each state on
                   the system prior to activation and thereafter
                   monitor the daily activity for each state. The
                   responsibility of the Company for each Fund's
                   and/or Class's state blue sky registration status
                   is limited solely to the recording of the initial
                   classification of transactions or accounts with
                   regard to blue sky compliance and the reporting of
                   such transactions and accounts to the Fund as
                   provided above.
   F.  Other Duties
       (1)  The Company shall answer correspondence from Shareholders
             relating to their Share accounts and such other
             correspondence as may from time to time be addressed to
             the Company;
       (2)  The Company shall prepare Shareholder meeting lists, mail
             proxy cards and other material supplied to it by the
             Fund in connection with Shareholder Meetings of each
             Fund; receive, examine and tabulate returned proxies,
             and certify the vote of the Shareholders;
       (3)  The Company shall establish and maintain facilities and
             procedures for safekeeping of stock certificates, check
             forms and facsimile signature imprinting devices, if
             any; and for the preparation or use, and for keeping
             account of, such certificates, forms and devices.
Article 6. Duties of the Trust.
   A.  Compliance
       The Trust or Fund assume full responsibility for the
       preparation, contents and distribution of their own and/or
       their classes' Prospectus and for complying with all
       applicable requirements of the Securities Act of 1933, as
       amended (the "1933 Act"), the 1940 Act and any laws, rules and
       regulations of government authorities having jurisdiction.
   B.  Share Certificates
       The Trust shall supply the Company with a sufficient supply of
       blank Share certificates and from time to time shall renew
       such supply upon request of the Company. Such blank Share
       certificates shall be properly signed, manually or by
       facsimile, if authorized by the Trust and shall bear the seal
       of the Trust or facsimile thereof; and notwithstanding the
       death, resignation or removal of any officer of the Trust
       authorized to sign certificates, the Company may continue to
       countersign certificates which bear the manual or facsimile
       signature of such officer until otherwise directed by the
       Trust.
   C.  Distributions
       The Fund shall promptly inform the Company of the declaration
       of any dividend or distribution on account of any Fund's
       shares.
Article 7. Compensation and Expenses.
   A.  Annual Fee
       For performance by the Company pursuant to Section Two of this
       Agreement, the Trust and/or the Fund agree to pay the Company
       an annual maintenance fee for each Shareholder account as
       agreed upon between the parties and as may be added to or
       amended from time to time. Such fees may be changed from time
       to time subject to written agreement between the Trust and the
       Company. Pursuant to information in the Fund Prospectus or
       other information or instructions from the Fund, the Company
       may sub-divide any Fund into Classes or other sub-components
       for recordkeeping purposes. The Company will charge the Fund
       the same fees for each such Class or sub-component the same as
       if each were a Fund.
   B.  Reimbursements
       In addition to the fee paid under Article 7A above, the Trust
       and/or Fund agree to reimburse the Company for out-of-pocket
       expenses or advances incurred by the Company for the items
       agreed upon between the parties, as may be added to or amended
       from time to time. In addition, any other expenses incurred by
       the Company at the request or with the consent of the Trust
       and/or the Fund, will be reimbursed by the appropriate Fund.
   C.  Payment
       The compensation and out-of-pocket expenses shall be accrued by
       the Fund and shall be paid to the Company no less frequently
       than monthly, and shall be paid daily upon request of the
       Company. The Company will maintain detailed information about
       the compensation and out-of-pocket expenses by Fund and Class.
   D.  Any schedule of compensation agreed to hereunder, as may be
       adjusted from time to time, shall be dated and signed by a
       duly authorized officer of the Trust and/or the Funds and a
       duly authorized officer of the Company.
Article 8. Assignment of Shareholder Recordkeeping.
         Except as provided below, no right or obligation under this
      Section Two may be assigned by either party without the written
      consent of the other party.
   A.  This Agreement shall inure to the benefit of and be binding
       upon the parties and their respective permitted successors and
       assigns.
   B.  The Company may without further consent on the part of the
       Trust subcontract for the performance hereof with (A) State
       Street Bank and its subsidiary, Boston Financial Data
       Services, Inc., a Massachusetts Trust ("BFDS"), which is duly
       registered as a transfer agent pursuant to Section 17A(c)(1)
       of the Securities Exchange Act of 1934, as amended, or any
       succeeding statute ("Section 17A(c)(1)"), or (B) a BFDS
       subsidiary duly registered as a transfer agent pursuant to
       Section 17A(c)(1), or (C) a BFDS affiliate, or (D) such other
       provider of services duly registered as a transfer agent under
       Section 17A(c)(1) as Company shall select; provided, however,
       that the Company shall be as fully responsible to the Trust
       for the acts and omissions of any subcontractor as it is for
       its own acts and omissions; or
   C.  The Company shall upon instruction from the Trust subcontract
       for the performance hereof with an Agent selected by the
       Trust, other than BFDS or a provider of services selected by
       Company, as described in (2) above; provided, however, that
       the Company shall in no way be responsible to the Trust for
       the acts and omissions of the Agent.
SECTION THREE: Custody Services Procurement.
Article 9.  Appointment.
         The Trust hereby appoints Company as its agent to evaluate
      and obtain custody services from a financial institution that
      (i) meets the criteria established in Section 17(f) of the 1940
      Act and (ii) has been approved by the Board as eligible for
      selection by the Company as a custodian (the "Eligible
      Custodian"). The Company accepts such appointment.
Article 10. The Company and Its Duties.
         Subject to the review, supervision and control of the Board,
      the Company shall:
   A.  evaluate the nature and the quality of the custodial services
       provided by the Eligible Custodian;
   B.  employ the Eligible Custodian to serve on behalf of the Trust
       as Custodian of the Trust's assets substantially on the terms
       set forth as the form of agreement in Exhibit 2;
   C.  negotiate and enter into agreements with the Custodians for the
       benefit of the Trust, with the Trust as a party to each such
       agreement. The Company shall not be a party to any agreement
       with any such Custodian;
   D.  establish procedures to monitor the nature and the quality of
       the services provided by the Custodians;
   E.  continuously monitor the nature and the quality of services
       provided by the Custodians; and
   F.  periodically provide to the Trust (i) written reports on the
       activities and services of the Custodians; (ii) the nature and
       amount of disbursement made on account of the Trust with
       respect to each custodial agreement; and (iii) such other
       information as the Board shall reasonably request to enable it
       to fulfill its duties and obligations under Sections 17(f) and
       36(b) of the 1940 Act and other duties and obligations
       thereof.
Article 11. Fees and Expenses.
   A.  Annual Fee
       For the performance by the Company pursuant to Section Three of
       this Agreement, the Trust and/or the Fund agree to pay the
       Company an annual fee as agreed upon between the parties.
   B.  Reimbursements
       In addition to the fee paid under Section 11A above, the Trust
       and/or Fund agree to reimburse the Company for out-of-pocket
       expenses or advances incurred by the Company for the items
       agreed upon between the parties, as may be added to or amended
       from time to time. In addition, any other expenses incurred by
       the Company at the request or with the consent of the Trust
       and/or the Fund, will be reimbursed by the appropriate Fund.
   C.  Payment
       The compensation and out-of-pocket expenses shall be accrued by
       the Fund and shall be paid to the Company no less frequently
       than monthly, and shall be paid daily upon request of the
       Company. The Company will maintain detailed information about
       the compensation and out-of-pocket expenses by Fund.
   D.  Any schedule of compensation agreed to hereunder, as may be
       adjusted from time to time, shall be dated and signed by a
       duly authorized officer of the Trust and/or the Funds and a
       duly authorized officer of the Company.
Article 12. Representations.
         The Company represents and warrants that it has obtained all
      required approvals from all government or regulatory authorities
      necessary to enter into this arrangement and to provide the
      services contemplated in Section Three of this Agreement.
SECTION FOUR: General Provisions.
Article 13. Documents.
   A.  In connection with the appointment of the Company under this
       Agreement, the Trust shall file with the Company the following
       documents:
       (1)  A copy of the Charter and By-Laws of the Trust and all
             amendments thereto;
       (2)  A copy of the resolution of the Board of the Trust
             authorizing this Agreement;
       (3)  Specimens of all forms of outstanding Share certificates
             of the Trust or the Funds in the forms approved by the
             Board of the Trust with a certificate of the Secretary
             of the Trust as to such approval;
       (4)  All account application forms and other documents
             relating to Shareholders accounts; and
       (5)  A copy of the current Prospectus for each Fund.
   B.  The Fund will also furnish from time to time the following
       documents:
       (1)  Each resolution of the Board of the Trust authorizing the
             original issuance of each Fund's, and/or Class's Shares;
       (2)  Each Registration Statement filed with the SEC and
             amendments thereof and orders relating thereto in effect
             with respect to the sale of Shares of any Fund, and/or
             Class;
       (3)  A certified copy of each amendment to the governing
             document and the By-Laws of the Trust;
       (4)  Certified copies of each vote of the Board authorizing
             officers to give Proper Instructions to the Custodian
             and agents for fund accountant, custody services
             procurement, and shareholder recordkeeping or transfer
             agency services;
       (5)  Specimens of all new Share certificates representing
             Shares of any Fund, accompanied by Board resolutions
             approving such forms;
       (6)  Such other certificates, documents or opinions which the
             Company may, in its discretion, deem necessary or
             appropriate in the proper performance of its duties; and
       (7)  Revisions to the Prospectus of each Fund.
Article 14. Representations and Warranties.
   A.  Representations and Warranties of the Company
       The Company represents and warrants to the Trust that:
       (1)  It is a business trust duly organized and existing and in
             good standing under the laws of the State of Delaware.
       (2)  It is duly qualified to carry on its business in the
             State of Delaware.
       (3)  It is empowered under applicable laws and by its charter
             and by-laws to enter into and perform this Agreement.
       (4)  All requisite corporate proceedings have been taken to
             authorize it to enter into and perform its obligations
             under this Agreement.
       (5)  It has and will continue to have access to the necessary
             facilities, equipment and personnel to perform its
             duties and obligations under this Agreement.
       (6)  It is in compliance with federal securities law
             requirements and in good standing as a transfer agent.
   B.  Representations and Warranties of the Trust
       The Trust represents and warrants to the Company that:
       (1)  It is an investment company duly organized and existing
             and in good standing under the laws of its state of
             organization;
       (2)  It is empowered under applicable laws and by its Charter
             and By-Laws to enter into and perform its obligations
             under this Agreement;
       (3)  All corporate proceedings required by said Charter and By-
             Laws have been taken to authorize it to enter into and
             perform its obligations under this Agreement;
       (4)  The Trust is an open-end investment company registered
             under the 1940 Act; and
       (5)  A registration statement under the 1933 Act will be
             effective, and appropriate state securities law filings
             have been made and will continue to be made, with
             respect to all Shares of each Fund being offered for
             sale.
Article 15. Standard of Care and Indemnification.
   A.  Standard of Care
       The Company shall be held to a standard of reasonable care in
       carrying out the provisions of this Contract. The Company
       shall be entitled to rely on and may act upon advice of
       counsel (who may be counsel for the Trust) on all matters, and
       shall be without liability for any action reasonably taken or
       omitted pursuant to such advice, provided that such action is
       not in violation of applicable federal or state laws or
       regulations, and is in good faith and without negligence.
   B.  Indemnification by Trust
       The Company shall not be responsible for and the Trust or Fund
       shall indemnify and hold the Company, including its officers,
       directors, shareholders and their agents employees and
       affiliates, harmless against any and all losses, damages,
       costs, charges, counsel fees, payments, expenses and
       liabilities arising out of or attributable to:
       (1)  The acts or omissions of any Custodian, Adviser, Sub-
             adviser or other party contracted by or approved by the
             Trust or Fund,
       (2)  The reliance on or use by the Company or its agents or
             subcontractors of information, records and documents in
             proper form which
             (a)  are received by the Company or its agents or
                   subcontractors and furnished to it by or on behalf
                   of the Fund, its Shareholders or investors
                   regarding the purchase, redemption or transfer of
                   Shares and Shareholder account information;
             (b)  are received by the Company from independent
                   pricing services or sources for use in valuing the
                   assets of the Funds; or
             (c)  are received by the Company or its agents or
                   subcontractors from Advisers, Sub-advisers or
                   other third parties contracted by or approved by
                   the Trust of Fund for use in the performance of
                   services under this Agreement;
             (d)  have been prepared and/or maintained by the Fund or
                   its affiliates or any other person or firm on
                   behalf of the Trust.
       (3)  The reliance on, or the carrying out by the Company or
             its agents or subcontractors of Proper Instructions of
             the Trust or the Fund.
       (4)  The offer or sale of Shares in violation of any
             requirement under the federal securities laws or
             regulations or the securities laws or regulations of any
             state that such Shares be registered in such state or in
             violation of any stop order or other determination or
             ruling by any federal agency or any state with respect
             to the offer or sale of such Shares in such state.
             Provided, however, that the Company shall not be
             protected by this Article 15.A. from liability for any
             act or omission resulting from the Company's willful
             misfeasance, bad faith, negligence or reckless disregard
             of its duties of failure to meet the standard of care
             set forth in 15.A. above.
   C.  Reliance
       At any time the Company may apply to any officer of the Trust
       or Fund for instructions, and may consult with legal counsel
       with respect to any matter arising in connection with the
       services to be performed by the Company under this Agreement,
       and the Company and its agents or subcontractors shall not be
       liable and shall be indemnified by the Trust or the
       appropriate Fund for any action reasonably taken or omitted by
       it in reliance upon such instructions or upon the opinion of
       such counsel provided such action is not in violation of
       applicable federal or state laws or regulations. The Company,
       its agents and subcontractors shall be protected and
       indemnified in recognizing stock certificates which are
       reasonably believed to bear the proper manual or facsimile
       signatures of the officers of the Trust or the Fund, and the
       proper countersignature of any former transfer agent or
       registrar, or of a co-transfer agent or co-registrar.
   D.  Notification
       In order that the indemnification provisions contained in this
       Article 15 shall apply, upon the assertion of a claim for
       which either party may be required to indemnify the other, the
       party seeking indemnification shall promptly notify the other
       party of such assertion, and shall keep the other party
       advised with respect to all developments concerning such
       claim. The party who may be required to indemnify shall have
       the option to participate with the party seeking
       indemnification in the defense of such claim. The party
       seeking indemnification shall in no case confess any claim or
       make any compromise in any case in which the other party may
       be required to indemnify it except with the other party's
       prior written consent.
Article 16. Termination of Agreement.
         This Agreement may be terminated by either party upon one
      hundred twenty (120) days written notice to the other. Should
      the Trust exercise its rights to terminate, all out-of-pocket
      expenses associated with the movement of records and materials
      will be borne by the Trust or the appropriate Fund.
      Additionally, the Company reserves the right to charge for any
      other reasonable expenses associated with such termination. The
      provisions of Article 15 shall survive the termination of this
      Agreement.
Article 17. Amendment.
         This Agreement may be amended or modified by a written
      agreement executed by both parties.
Article 18. Interpretive and Additional Provisions.
         In connection with the operation of this Agreement, the
      Company and the Trust may from time to time agree on such
      provisions interpretive of or in addition to the provisions of
      this Agreement as may in their joint opinion be consistent with
      the general tenor of this Agreement. Any such interpretive or
      additional provisions shall be in a writing signed by both
      parties and shall be annexed hereto, provided that no such
      interpretive or additional provisions shall contravene any
      applicable federal or state regulations or any provision of the
      Charter. No interpretive or additional provisions made as
      provided in the preceding sentence shall be deemed to be an
      amendment of this Agreement.
Article 19. Governing Law.
         This Agreement shall be construed and the provisions hereof
      interpreted under and in accordance with the laws of the
      Commonwealth of Massachusetts
Article 20. Notices.
         Except as otherwise specifically provided herein, Notices and
      other writings delivered or mailed postage prepaid to the Trust
      at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-
      3779, or to the Company at Federated Investors Tower,
      Pittsburgh, Pennsylvania, 15222-3779, or to such other address
      as the Trust or the Company may hereafter specify, shall be
      deemed to have been properly delivered or given hereunder to the
      respective address.
Article 21. Counterparts.
         This Agreement may be executed simultaneously in two or more
      counterparts, each of which shall be deemed an original.
Article 22. Limitations of Liability of Trustees and Shareholders of
                 the Trust.
         The execution and delivery of this Agreement have been
      authorized by the Trustees of the Trust and signed by an
      authorized officer of the Trust, acting as such, and neither
      such authorization by such Trustees nor such execution and
      delivery by such officer shall be deemed to have been made by
      any of them individually or to impose any liability on any of
      them personally, and the obligations of this Agreement are not
      binding upon any of the Trustees or Shareholders of the Trust,
      but bind only the appropriate property of the Fund, or Class, as
      provided in the Declaration of Trust.
Article 23. Limitations of Liability of Trustees and Shareholders of
                 the Company.
         The execution and delivery of this Agreement have been
      authorized by the Trustees of the Company and signed by an
      authorized officer of the Company, acting as such, and neither
      such authorization by such Trustees nor such execution and
      delivery by such officer shall be deemed to have been made by
      any of them individually or to impose any liability on any of
      them personally, and the obligations of this Agreement are not
      binding upon any of the Trustees or Shareholders of the Company,
      but bind only the property of the Company as provided in the
      Declaration of Trust.
Article 24. Assignment.
         This Agreement and the rights and duties hereunder shall not
      be assignable with respect to the Trust or the Funds by either
      of the parties hereto except by the specific written consent of
      the other party.
Article 25. Merger of Agreement.
         This Agreement constitutes the entire agreement between the
      parties hereto and supersedes any prior agreement with respect
      to the subject hereof whether oral or written.
Article 26. Successor Agent.
         If a successor agent for the Trust shall be appointed by the
      Trust, the Company shall upon termination of this Agreement
      deliver to such successor agent at the office of the Company all
      properties of the Trust held by it hereunder. If no such
      successor agent shall be appointed, the Company shall at its
      office upon receipt of Proper Instructions deliver such
      properties in accordance with such instructions.
         In the event that no written order designating a successor
      agent or Proper Instructions shall have been delivered to the
      Company on or before the date when such termination shall become
      effective, then the Company shall have the right to deliver to a
      bank or trust company, which is a "bank" as defined in the 1940
      Act, of its own selection, having an aggregate capital, surplus,
      and undivided profits, as shown by its last published report, of
      not less than $2,000,000, all properties held by the Company
      under this Agreement. Thereafter, such bank or trust company
      shall be the successor of the Company under this Agreement.
Article 27. Force Majeure.
         The Company shall have no liability for cessation of services
      hereunder or any damages resulting therefrom to the Fund as a
      result of work stoppage, power or other mechanical failure,
      natural disaster, governmental action, communication disruption
      or other impossibility of performance.
Article 28. Assignment; Successors.
         This Agreement shall not be assigned by either party without
      the prior written consent of the other party, except that either
      party may assign to a successor all of or a substantial portion
      of its business, or to a party controlling, controlled by, or
      under common control with such party. Nothing in this Article 28
      shall prevent the Company from delegating its responsibilities
      to another entity to the extent provided herein.
Article 29. Severability.
         In the event any provision of this Agreement is held illegal,
      void or unenforceable, the balance shall remain in effect.
         IN WITNESS WHEREOF, the parties hereto have caused this
      Agreement to be executed in their names and on their behalf
      under their seals by and through their duly authorized officers,
      as of the day and year first above written.


ATTEST:                                   INVESTMENT COMPANIES
                                          (listed on Exhibit 1)

/s/ John W. McGonigle_______              By:__/s/ John F. Donahue___
John W. McGonigle                         John F. Donahue
Secretary                                 Chairman

ATTEST:                                   FEDERATED SERVICES COMPANY

/s/ Jeannette Fisher-Garber               By:_/s/ James J. Dolan_____
Jeannette Fisher-Garber                   James J. Dolan
Secretary                                 President

EXHIBIT 1
<TABLE>
<S>                  <C>
CONTRACT
DATE                 INVESTMENT COMPANY
                      Portfolios
                        Classes

12/1/94              MONEY MARKET OBLIGATIONS TRUST
12/1/94               Automated Cash Management Trust

12/1/94               Government Obligations Fund
12/1/94                 Institutional Service Shares
12/1/94                 Institutional Shares

3/1/95                Government Obligations Tax Managed Fund
3/1/95                  Institutional Service Shares
3/1/95                  Institutional Shares

12/1/94               Prime Obligations Fund
12/1/94                 Institutional Service Shares
12/1/94                 Institutional Shares

12/1/94               Tax-Free Obligations Fund
12/1/94                 Institutional Service Shares
12/1/94                 Institutional Shares

12/1/94               Treasury Obligations Fund
12/1/94                 Institutional Service Shares
12/1/94                 Institutional Shares


FEDERATED SERVICES COMPANY provides the following services:
                     Fund Accounting
                     Shareholder Recordkeeping
                     Custody Services Procurement

</TABLE>



MONEY MARKET OBLIGATIONS TRUST

Federated Investors
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(412) 288-1900

February 21, 1995

Mr. Bruce MacNeil
EDGAR Operations Branch
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, Northwest
Washington, DC 20549

      RE: MONEY MARKET OBLIGATIONS TRUST
          1933 Act File No. 33-31602
          1940 Act File No. 811-5950

Dear Mr. MacNeil:

      Post-Effective Amendment No. 12 under the Securities Act of 1933
and Amendment No. 13 under the Investment Company Act of 1940 to the
Registration Statement of the above-referenced Trust is hereby
electronically transmitted.  This filing has been electronically
redlined to indicate the changes from the Trust's currently effective
Prospectus.

      As indicated on the facing page of the Amendment, the Registrant
has specified that it is to become effective 75 days after filing
pursuant to the provisions of Rule 485(a) under the Securities Act of
1933.  A Rule 485(a) filing is being made because Government Obligations
Tax-Managed Fund, a new portfolio, is being added to the Trust.
Government Obligations Tax-Managed Fund will be comprised of two
classes, Institutional Shares and Institutional Service Shares.

      The Fund being added to the Registrant's registration statement is
a money market fund that represents a non-taxable investment vehicle.
The Fund may be marketed through financial institutions.

      On Part C of the Amendment, the Registrant has indicated that
financial statements will be filed by amendment.  Registrant anticipates
filing these financial statements pursuant to Rule 485(b) within four to
six months of the effective date of this Post-Effective Amendment to
become effective immediately upon filing.

            If you have any questions regarding this filing, please call
me at (412) 288-8157.

                                          Very truly yours,



                                          /s/ Colleen Gallagher
                                          Colleen Gallagher
                                          Legal Assistant

Enclosures



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