MONEY MARKET OBLIGATIONS TRUST /NEW/
485BPOS, 1998-09-28
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                                          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.  24     ...................        X
                                ---------                         ---

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     X

    Amendment No. 25   .....................................        X
                 ------                                           ---

                         MONEY MARKET OBLIGATIONS TRUST

               (Exact Name of Registrant as Specified in Charter)

                            Federated Investors Funds
                              5800 Corporate Drive
                       Pittsburgh, Pennsylvania 15237-7000
                    (Address of Principal Executive Offices)

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

                           John W. McGonigle, Esquire
                            Federated Investors Tower
                               1001 Liberty Avenue
                       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)
 X  on SEPTEMBER 30, 1998, pursuant to paragraph (b)
    60 days after filing pursuant to paragraph (a) (i)
     on_________________, pursuant to paragraph (a) (i)
    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.


                                   Copies to:

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




<PAGE>


                              CROSS-REFERENCE SHEET


    This Amendment to the Registration Statement of MONEY MARKET OBLIGATIONS
TRUST, which consists of six portfolios: (1) Government Obligations Fund (a)
Institutional Shares and (b) Institutional Service Shares; (2) Prime Obligations
Fund (a) Institutional Shares and (b) Institutional Service Shares; (3) Tax-Free
Obligations Fund (a) Institutional Shares and (b) Institutional Service Shares;
(4) Treasury Obligations Fund (a) Institutional Shares, (b) Institutional
Service Shares, and (c) Institutional Capital Shares; (5) Automated Cash
Management Trust (a) Institutional Service Shares and (b) Cash II Shares; and
(6) Government Obligations Tax-Managed Fund (a) Institutional Shares and (b)
Institutional Service Shares, 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.
Item 3.     Condensed Financial
             Information..................(1-6) Financial Highlights;
                                          (1-6) Performance Information;
                                          (1-6) Financial Statements.
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) Investment Risks;
                                          (1-6) Investment Limitations;
                                          (3) Municipal Securities.
Item 5. Management of the Fund            (1-6) Fund
                                          Information; (1-6) Management of the
                                          Fund; (1-6) Distribution of Shares;
                                          (1-6) Administration of the Fund;
                                          (1-6) Administrative Services.
Item 6.     Capital Stock and Other
             Securities                   (1-6) Account and Share Information;
                                          (1-6) Dividends; (1-6) Capital Gains;
                                          (1-6) Voting Rights; (1-6) Tax
                                          Information; (1-6) Federal Income Tax;
                                          (1-6) State and Local Taxes; (1-6)
                                          Other Classes of Shares.
Item 7.     Purchase of Securities Being
             Offered......................(1-6) Net Asset Value; (1-6) How to
                                          Purchase Shares; (5) Purchasing Shares
                                          Through a Financial Institution; (1-6)
                                          Purchasing Shares by Wire; (1-6)
                                          Purchasing Shares by Check; (1-6)
                                          Invest-by-Phone; (5) By Direct
                                          Deposit; (5) Automatic Investments;
                                          (5) Subaccounting Services; (5)
                                          Special Purchase Features; (1-6)
                                          Account Activity; (1(b)-4(b), 5(a),
                                          6(b)) Distribution of Institutional
                                          Service Shares; (5(a)) Shareholder
                                          Services; (5(a)) Supplemental Payments
                                          to Financial Institutions.
Item 8. Redemption or Repurchase          (1-6) How
                                          to Redeem Shares; (5) Redeeming Shares
                                          Through a Financial Institution; (1-6)
                                          Redeeming Shares by Telephone; (1-6)
                                          Redeeming Shares By Mail; (5) Special
                                          Redemption Features; (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) About Federated Investors, Inc.;
                                          (1-6) Fund History.
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; (1-6) Trustee
                                          Compensation.
Item 15.    Control Persons and Principal
             Holders of Securities        (1-6) Share Ownership.
Item 16.    Investment Advisory and Other
             Services                     (1-6) Investment Advisory Services;
                                          (1-6) Other Services.
Item 17.    Brokerage Allocation          (1-6) Brokerage Transactions.
Item 18.    Capital Stock and Other
             Securities                   (1-6) Massachusetts Partnership Law.
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                  Not Applicable.
Item 22.    Calculation of Performance
             Data                         (1-6) Performance Information; (1-6)
                                          Yield; (1-6) Effective Yield; (1-6)
                                          Total Return; (1-6) Performance
                                          Comparisons.
Item 23.    Financial Statements          Filed in Part A.






Automated Cash Management Trust

(A Portfolio of Money Market Obligations Trust)
Institutional Service Shares

PROSPECTUS

   

The Institutional Service Shares of Automated Cash Management Trust (the "Fund")
offered by this prospectus represent interests in a portfolio of Money Market
Obligations Trust (the "Trust"), an open-end management investment company (a
mutual fund). The Fund invests in short-term money market securities to provide
stability of principal and current income consistent with stability of
principal.

    

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

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

The Fund has also filed a Statement of Additional Information dated September
30, 1998, with the Securities and Exchange Commission ("SEC"). The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information or a paper copy of this prospectus, if you have received
your prospectus electronically, free of charge by calling 1-800-341-7400. To
obtain other information, or make inquiries about the Fund, contact your
financial institution. The Statement of Additional Information, material
incorporated by reference into this document, and other information regarding
the Fund is maintained electronically with the SEC at Internet Web site
(http://www.sec.gov).

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
   
PROSPECTUS DATED SEPTEMBER 30, 1998
    
TABLE OF CONTENTS
   
Summary of Fund Expenses   1

Financial Highlights-Institutional Service Shares   2

General Information   3

Year 2000 Statement   3

Investment Information   3

Investment Objective   3

Investment Policies   3

Investment Risks   4

Investment Limitations   5

Fund Information   5

Management of the Fund   5

Distribution of Institutional Service Shares   5

Shareholder Services   6

Supplemental Payments to Financial Institutions   6

Administration of the Fund   6

Administrative Services   6

Net Asset Value   6

How to Purchase Shares   6

Purchasing Shares Through a Financial Institution   7

Purchasing Shares by Wire   7

Purchasing Shares by Check   7

Invest-by-Phone   7

By Direct Deposit   7

Automatic Investments   7

Subaccounting Services   7

Special Purchase Features   8

How to Redeem Shares   8

Redeeming Shares Through a Financial Institution   8

Redeeming Shares by Telephone   8

Redeeming Shares by Mail   8

Special Redemption Features   9

Account and Share Information   9

Dividends   9

Capital Gains   9

Account Activity   9

Accounts with Low Balances   9

Voting Rights   9

Tax Information   9

Federal Income Tax   9

State and Local Taxes   10

Other Classes of Shares   10

Performance Information   10

Last Meeting of Shareholders   11

Financial Highlights-Cash II Shares   12

Financial Statements   13

Report of Independent
 Public Accountants   Inside Back Cover
    

SUMMARY OF FUND EXPENSES
   
<TABLE>
<CAPTION>

INSTITUTIONAL SERVICE SHARES
SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                     <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)            None
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of
 offering price)                                                                         None
Contingent Deferred Sales Charge (as a percentage of original purchase price
 or redemption proceeds, as applicable)                                                  None
Redemption Fee (as a percentage of amount redeemed, if applicable)                       None
Exchange Fee                                                                             None
<CAPTION>
ANNUAL OPERATING EXPENSES
(As a percentage of average net assets)
<S>                                                                               <C>    <C>
Management Fee (after waiver)(1)                                                         0.20%
12b-1 Fee                                                                                None
Total Other Expenses                                                                     0.39%
Shareholder Services Fee (after waiver)(2)                                        0.24%
Total Operating Expenses(3)                                                              0.59%

</TABLE>
    


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

 (2) The shareholder services fee has been reduced to reflect the voluntary
waiver of a portion of the shareholder services fee. The shareholder service
provider can terminate this voluntary waiver at any time at its sole discretion.
The maximum shareholder services fee is 0.25%.

 (3) The total operating expenses would have been 0.89% absent the voluntary
waivers of portions of the management fee and the shareholder services fee.

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

   
EXAMPLE
You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period.
1 Year                                                 $ 6
3 Years                                               $19
5 Years                                               $33
10 Years                                             $74
    


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


FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES

AUTOMATED CASH MANAGEMENT TRUST

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
   
Reference is made to the Report of Independent Public Accountants on the inside
back cover.



<TABLE>
<CAPTION>

                                                    Three
                                                    Months
                                                    Ended
                        Year Ended July 31,         July 31,                            Year Ended April 30,
                     1998      1997       1996      1995(a)    1994       1993       1992       1991       1990     1989     1988
<S>                <C>        <C>        <C>        <C>       <C>        <C>        <C>        <C>        <C>      <C>      <C>
NET ASSET
VALUE
BEGINNING OF
PERIOD             $ 1.00     $ 1.00     $ 1.00     $ 1.00    $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00   $ 1.00   $ 1.00
INCOME FROM
INVESTMENT
OPERATIONS
Net investment
income               0.05       0.05       0.05       0.01      0.03       0.03       0.05       0.07       0.08     0.08     0.07
LESS
DISTRIBUTIONS
Distributions
from net
investment
income              (0.05)     (0.05)     (0.05)     (0.01)    (0.03)     (0.03)     (0.05)     (0.07)     (0.08)   (0.08)   (0.07)
NET ASSET
VALUE,
END OF PERIOD      $ 1.00     $ 1.00     $ 1.00     $ 1.00    $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00   $ 1.00
TOTAL RETURN(B)      5.25%      5.09%      5.20%      1.42%     2.84%      3.11%      5.02%      7.52%      8.69%    8.20%    6.72%
RATIOS TO
AVERAGE NET
ASSETS
Expenses             0.59%      0.58%      0.57%      0.57%*    0.57%      0.56%      0.56%      0.55%      0.55%    0.55%    0.55%
Net investment
income               5.13%      4.97%      5.08%      5.60%*    2.80%      3.07%      4.88%      7.23%      8.32%    7.93%    6.53%
Expense
waiver/
reimbursement
(c)                  0.30%      0.33%      0.31%      0.40%*    0.07%      0.04%      0.03%      0.12%      0.09%    0.10%    0.04%
SUPPLEMENTAL
DATA
Net assets,
end of period
(000 omitted)  $1,734,061 $1,378,982 $1,274,419 $1,141,043  $975,453 $1,172,170 $1,220,212 $1,464,710 $1,164,013 $943,136 $924,558

</TABLE>
    


 * Computed on an annualized basis.

 (a) For the period from May 1, 1995 to July 31, 1995, the Fund was reorganized
into Money Market Obligations Trust effective July 30, 1994. The Fund changed
its fiscal year-end from April 30, to July 31, effective October 27, 1994.

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)


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 Board of
Trustees (the "Trustees") has established two classes of shares known as
Institutional Service Shares and Cash II Shares. This prospectus relates only to
Institutional Service Shares of the Fund, which are designed primarily for
retail and private banking customers of financial institutions as a convenient
means of accumulating an interest in a professionally managed portfolio
investing in short-term money market securities. A minimum initial investment of
$25,000 over a 90-day period is required except for retirement plans.

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

   

YEAR 2000 STATEMENT

Like other mutual funds and business organizations worldwide, the Fund's service
providers (among them, the adviser, distributor, administrator, and transfer
agent) must ensure that their computer systems are adjusted to properly process
and calculate date-related information from and after January 1, 2000. Many
software programs and, to a lesser extent, the computer hardware in use today
cannot distinguish the year 2000 from the year 1900. Such a design flaw could
have a negative impact in the handling of securities trades, pricing, and
accounting services. The Fund and its service providers are actively working on
necessary changes to computer systems to deal with the year 2000 issue and
believe that systems will be year 2000 compliant when required. Analysis
continues regarding the financial impact of instituting a year 2000 compliant
program on the Fund's operations.

    


INVESTMENT INFORMATION

INVESTMENT OBJECTIVE

   

The investment objective of the Fund is to provide stability of principal and
current income consistent with stability of principal. This investment objective
cannot be changed without shareholder approval. While there is no assurance that
the Fund will achieve its investment objective, it endeavors to do so by
complying with the diversification and other requirements of Rule 2a-7 under the
Investment Company Act of 1940 which regulates money market mutual funds and by
following the investment policies described in this prospectus.

    

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of money
market instruments maturing in 13 months or less. The average maturity of the
money market instruments in the Fund's portfolio, computed on a dollar-weighted
basis, will be 90 days or less. Unless indicated otherwise, the investment
policies may not be changed by the Trustees without shareholder approval.

ACCEPTABLE INVESTMENTS

The Fund invests in high quality money market instruments that are either rated
in the highest short-term rating category by one or more nationally recognized
statistical rating organizations ("NRSROs") or are of comparable quality to
securities having such ratings. Examples of these instruments include, but are
not limited to:


* instruments of domestic and foreign banks and savings and loans (such as
certificates of deposit, demand and time deposits, savings shares, and bankers'
acceptances) if they have capital, surplus, and undivided profits of over
$100,000,000, or if the principal amount of the instrument is insured by the
Bank Insurance Fund ("BIF") which is administered by the Federal Deposit
Insurance Corporation ("FDIC") or the Savings Association Insurance Fund
("SAIF") which is administered by the FDIC. These instruments may include
Eurodollar Certificates of Deposit ("ECDs"), Yankee Certificates of Deposit
("Yankee CDs"), and Eurodollar Time Deposits ("ETDs");

* commercial paper rated A-1 by Standard & Poor's, Prime-1 by Moody's Investors
Service, Inc., or F-1 by Fitch IBCA, Inc., and unrated but of comparable
quality, including Canadian Commercial Paper ("CCPs") and Europaper.

* marketable obligations issued or guaranteed by the U.S. government, its
agencies, or instrumentalities; and

* repurchase agreements.

The Fund invests only in instruments denominated and payable in U.S. dollars.

REPURCHASE AGREEMENTS

Certain securities in which the Fund invests may be purchased pursuant to
repurchase agreements. Repurchase agreements are arrangements in which banks,
broker/dealers, and other recognized financial institutions sell U.S. government
securities or certificates of deposit to the Fund and agree, at the time of
sale, to repurchase them at a mutually agreed upon time and price within one
year from the date of acquisition. The Fund or its custodian will take
possession of the securities subject to repurchase agreements and these
securities will be marked to market daily. To the extent that the original
seller does not repurchase the securities from the Fund, the Fund could receive
less than the repurchase price on any sale of such securities.

CREDIT ENHANCEMENT

Certain of the Fund's acceptable investments may be credit-enhanced by a
guaranty, letter of credit, or insurance. Any bankruptcy, receivership, default
or change in the credit quality of the party providing the credit enhancement
will adversely affect the quality and marketability of the underlying security
and could cause losses to the Fund and affect its share price.

DEMAND FEATURES

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

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The Fund may purchase short-term U.S. government obligations 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
Fund engages in when-issued and delayed delivery transactions only for the
purpose of acquiring portfolio securities consistent with the Fund's investment
objective and policies, not for investment leverage. In when- issued and delayed
delivery transactions, the Fund relies on the seller to complete the
transaction. The seller's failure to deliver the securities 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.

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

RESTRICTED AND ILLIQUID SECURITIES

   
As a matter of operating policy, the Fund may invest in restricted securities.
Restricted securities are any securities in which the Fund may invest pursuant
to its investment objective and policies, but which are subject to restrictions
on resale under federal securities law. Under criteria established by the
Trustees certain restricted securities are determined to be liquid. To the
extent that restricted securities are not determined to be liquid, the Fund will
limit their purchase, together with other illiquid securities, including
repurchase agreements providing for settlement in more than seven days after
notice, to 10% of its net assets.
    

INVESTMENT RISKS

ECDs, ETDs, Yankee CDs, Canadian Commercial Paper, and Europaper are subject to
different risks than domestic obligations of domestic banks or corporations.
Examples of these risks include international economic and political
developments, foreign governmental restrictions that may adversely affect the
payment of principal or interest, foreign withholding or other taxes on interest
income, difficulties in obtaining or enforcing a judgment against the issuing
entity, and the possible impact of interruptions in the flow of international
currency transactions. Risks may also exist for ECDs, ETDs, and Yankee CDs
because the banks issuing these instruments, or their domestic or foreign
branches, are not necessarily subject to the same regulatory requirements that
apply to domestic banks, such as reserve requirements, loan limitations,
examinations, accounting, auditing, recordkeeping, and the public availability
of information. These factors will be carefully considered by the Fund's adviser
in selecting investments for the Fund.

INVESTMENT LIMITATIONS

The Fund will not borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of its cash value with an agreement to buy it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow up to
one-third of the value of its total assets and pledge up to 10% of the value of
its total assets to secure such borrowings. These investment limitations cannot
be changed without shareholder approval.


FUND INFORMATION

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES

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

INVESTMENT ADVISER

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

ADVISORY FEES

The adviser receives an annual investment advisory fee equal to 0.50% of the
Fund's average daily net assets. The adviser may voluntarily choose to waive a
portion of its fee or reimburse other expenses of the Fund, but reserves the
right to terminate such waiver or reimbursement at any time at its sole
discretion.

ADVISER'S BACKGROUND

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

Federated Management and other subsidiaries of Federated Investors, Inc. serve
as investment advisers to a number of investment companies and private accounts.
Certain other subsidiaries also provide administrative services to a number of
investment companies. With over $120 billion invested across more than 300 funds
under management and/or administration by its subsidiaries, as of December 31,
1997, Federated Investors, Inc. is one of the largest mutual fund investment
managers in the United States. With more than 2,000 employees, Federated
continues to be led by the management who founded the company in 1955. Federated
funds are presently at work in and through approximately 4,000 financial
institutions nationwide.

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interests. Among other things, the codes: require preclearance
and periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.


DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES

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

SHAREHOLDER SERVICES

The Fund has entered into a Shareholder Services Agreement with Federated
Shareholder Services, a subsidiary of Federated Investors, Inc., under which the
Fund may make payments up to 0.25% of the average daily net asset value of its
shares, computed at an annual rate, to obtain certain personal services for
shareholders and to maintain shareholder accounts. From time to time and for
such periods as deemed appropriate, the amount stated above may be reduced
voluntarily. Under the Shareholder Services Agreement, Federated Shareholder
Services will either perform shareholder services directly or will select
financial institutions to perform shareholder services. Financial institutions
will receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS

In addition to payments made pursuant to the Shareholder Services Agreement,
Federated Securities Corp. and Federated Shareholder Services, from their own
assets, may pay financial institutions supplemental fees for the performance of
substantial sales services, distribution-related support services, or
shareholder services. The support may include sponsoring sales, educational and
training seminars for their employees, providing sales literature, and
engineering computer software programs that emphasize the attributes of the
Fund. Such assistance will be predicated upon the amount of shares the financial
institution sells or may sell, and/or upon the type and nature of sales or
marketing support furnished by the financial institution. Any payments made by
the distributor may be reimbursed by the Fund's investment adviser or its
affiliates.


ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES

Federated Services Company, a subsidiary of Federated Investors, Inc., provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Fund at an annual rate which
relates to the average aggregate daily net assets of all funds advised by
affiliates of Federated Investors, Inc. specified below:


MAXIMUM                AVERAGE AGGREGATE
  FEE                              DAILY NET ASSETS
 0.150%                 on the first $250 million
 0.125%                 on the next $250 million
 0.100%                 on the next $250 million
 0.075%           on assets in excess of $750 million


The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Services Company may choose voluntarily to waive a portion of its fee.


NET ASSET VALUE

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

The net asset value is determined at 5:00 p.m. (Eastern time), Monday through
Friday, except on New Year's Day, Martin Luther King, Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day.


HOW TO PURCHASE SHARES

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days which the New York Stock Exchange
is open for business. Shares may be purchased as described below, either through
a financial institution (such as a bank or broker/dealer) or by wire or by check
directly from the Fund, with a minimum initial investment of $25,000 or more
over a 90-day period. Financial institutions may impose different minimum
investment requirements on their customers.

In connection with any sale, Federated Securities Corp. may from time to time
offer certain items of nominal value to any shareholder or investor. The Fund
reserves the right to reject any purchase request. An account must be
established at a financial institution or by completing, signing, and returning
the new account form available from the Fund before shares can be purchased.

PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION

Investors may purchase shares through a financial institution which has a sales
agreement with the distributor. Orders are considered received when the Fund
receives payment by wire or converts payment by check from the financial
institution into federal funds. It is the financial institution's responsibility
to transmit orders promptly. Financial institutions may charge additional fees
for their services.

PURCHASING SHARES BY WIRE

   

Shares may be purchased by wire by calling the Fund before 5:00 p.m. (Eastern
time) to place an order. The order is considered received immediately. Payment
by federal funds must be received before 5:00 p.m. (Eastern) time in order to
begin earning dividends that same day. Federal funds should be wired as follows:
Federated Shareholder Services Company, c/o State Street Bank and Trust Company,
Boston, MA; Attention: EDGEWIRE; For Credit to: Automated Cash Management
Trust--Institutional Service Shares; Fund Number (this number can be found on
the account statement or by contacting the Fund); Group Number or Order Number;
Nominee or Institution Name; and ABA Number 011000028. Shares cannot be
purchased by wire on holidays when wire transfers are restricted. Questions on
wire purchases should be directed to your shareholder services representative at
the telephone number listed on your account statement.

    

PURCHASING SHARES BY CHECK

Shares may be purchased by sending a check to Federated Shareholder Services
Company, P.O. Box 8600, Boston, MA 02266-8600. The check should be made payable
to Automated Cash Management Trust--Institutional Service Shares. Please include
an account number on the check. Orders by mail are considered received when
payment by check is converted into federal funds (normally the business day
after the check is received), and shares begin earning dividends the next day.

INVEST-BY-PHONE

Once an account has been opened, a shareholder may use Invest-by-Phone for
investments if an authorization form has been filed with Federated Shareholder
Services Company, the transfer agent for shares of the Fund. Approximately two
weeks after sending the form to Federated Shareholder Services Company, the
shareholder may call Federated Shareholder Services Company to purchase shares.
Federated Shareholder Services Company will send a request for monies to the
shareholder's commercial bank, savings bank, or credit union ("bank") via the
Automated Clearing House ("ACH"). The shareholder's bank, which must be an ACH
member, will then forward the monies to Federated Shareholder Services Company.
The purchase is normally entered the next business day after the initial phone
request. For further information and an application, call the Fund.

BY DIRECT DEPOSIT

Shareholders of the Fund may have their Social Security, Railroad Retirement, VA
Compensation or Pension, Civil Service Retirement, and certain other retirement
payments invested directly into their Fund account. Shareholders must complete
an application and file it with Federated Shareholder Services Company prior to
use of this program. Allow 60 to 90 days for the application to be processed.

AUTOMATIC INVESTMENTS

Investors may establish accounts with their financial institutions to have cash
accumulations automatically invested in the Fund. The investments may be made on
predetermined dates or when the investor's account reaches a certain level.
Participating financial institutions are responsible for prompt transmission of
orders relating to the program, and they may charge for their services.
Investors should read this prospectus along with the financial institution's
agreement or literature describing these services and fees.

SUBACCOUNTING SERVICES

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

SPECIAL PURCHASE FEATURES

SYSTEMATIC INVESTMENT PROGRAM

A minimum of $100 can be automatically withdrawn periodically from the
shareholder's checking account at an ACH member and invested in Fund shares.
Shareholders should contact their financial institution or the Fund to
participate in this program.


HOW TO REDEEM SHARES

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

REDEEMING SHARES THROUGH A FINANCIAL INSTITUTION

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

REDEEMING SHARES BY TELEPHONE

   

Redemptions in any amount may be made by calling the Fund provided the Fund has
a properly completed authorization form. These forms can be obtained from
Federated Securities Corp. Proceeds from redemption requests before 5:00 p.m.
(Eastern time) will be wired the same day to the shareholder's account at a
domestic commercial bank which is a member of the Federal Reserve System, but
will not include that day's dividend. Proceeds from redemption requests received
after that time include that day's dividend, but will be wired the following
business day. Proceeds from redeemed shares purchased by check or through ACH
will not be wired until that method of payment has cleared. Proceeds from
redemption requests on holidays when wire transfers are restricted will be wired
the following business day. Questions about telephone redemptions on days when
wire transfers are restricted should be directed to your shareholder services
representative at the telephone number listed on your account statement.

    

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

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

REDEEMING SHARES BY MAIL

Shares may be redeemed in any amount by mailing a written request to: Federated
Shareholder Services Company, P.O. Box 8600, Boston, MA 02266- 8600. If share
certificates have been issued, they should be sent unendorsed with the written
request by registered or certified mail to the address noted above.

The written request should state: the Fund name and the class designation; the
account name as registered with the Fund; the account number; and the number of
shares to be redeemed or the dollar amount requested. All owners of the account
must sign the request exactly as the shares are registered. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the receipt of a proper written redemption request. Dividends
are paid up to and including the day that a redemption request is processed.

Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Fund or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a commercial
or savings bank, trust company, or savings association whose deposits are
insured by an organization which is administered by the Federal Deposit
Insurance Corporation; a member firm of a domestic stock exchange; or any other
"eligible guarantor institution," as defined in the Securities Exchange Act of
1934. The Fund does not accept signatures guaranteed by a notary public.

SPECIAL REDEMPTION FEATURES

CHECK WRITING

Upon request, a checking account will be established to allow shareholders to
redeem their Fund shares. Shareholder accounts will continue to receive the
daily dividend declared on the shares to be redeemed until the check is
presented to UMB Bank, N.A., the bank responsible for administering the check
writing program, for payment. However, checks should never be made payable or
sent to UMB Bank, N.A. or the Fund to redeem shares, and a check may not be
written to close an account.

DEBIT CARD

Upon request, a debit account will be established. This account allows
shareholders to redeem shares by using a debit card. A fee will be charged to
the account for this service.

SYSTEMATIC WITHDRAWAL PROGRAM

If a shareholder's account has a value of at least $25,000, other than
retirement accounts subject to required minimum distributions, a systematic
withdrawal program may be established whereby automatic redemptions are made
from the account and transferred electronically to any commercial bank, savings
bank, or credit union that is an ACH member. Shareholders may apply for
participation in this program through their financial institutions or the Fund.


ACCOUNT AND SHARE INFORMATION

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund. Shares purchased by wire before
5:00 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.

ACCOUNT ACTIVITY

Shareholders will receive periodic statements reporting all account activity,
including dividends paid. The Fund will not issue share certificates.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account, except accounts maintained by retirement plans,
and pay the proceeds to the shareholder if the account balance falls below a
required minimum value of $25,000 due to shareholder redemptions. Before shares
are redeemed to close an account, the shareholder is notified in writing and
allowed 30 days to purchase additional shares to meet the minimum requirement.

VOTING RIGHTS

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

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


TAX INFORMATION

FEDERAL INCOME TAX

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

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.

STATE AND LOCAL TAXES

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


OTHER CLASSES OF SHARES

   

The Fund also offers another class of shares. Cash II Shares are sold at net
asset value primarily to retail and private banking customers of financial
institutions and are subject to a minimum initial investment of $25,000.

    

Both classes are subject to certain of the same expenses.

Cash II Shares are distributed under a 12b-1 Plan adopted by the Fund and also
are subject to shareholder services fees.

Expense differences between classes may affect the performance of each class.

To obtain more information and a prospectus for Cash II Shares, investors may
call 1-800-341-7400.


PERFORMANCE INFORMATION

From time to time, the Fund advertises its yield, effective yield, and total
return. The performance figures will be calculated separately for each class of
shares.

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

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

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


   

LAST MEETING OF SHAREHOLDERS

A Special Meeting of Trust shareholders of Money Market Obligations Trust was
held on April 23, 1998. On February 24, 1998, the record date for shareholders
voting at the meeting, there were 28,912,813,604 total outstanding shares. The
following items were considered by shareholders of the Trust and the results of
their voting were as follows:

AGENDA ITEM 1: To elect Trustees.*


                                 SHARES VOTED FOR    SHARES WITHHELD AUTHORITY
Thomas G Bigley                    17,186,131,753           91,735,736
John T. Conroy, Jr.                17,186,450,467           91,417,022
Peter E. Madden                    17,187,792,175           90,075,314
John E. Murray, Jr., JD., S.J.D.   17,187,671,030           90,196,459



On February 24, 1998, the record date for shareholders of Automated Cash
Management Trust voting at the meeting, there were 28,912,813,604 total
outstanding shares. The following items were considered by shareholders of the
Fund and the results of their voting were as follows:

AGENDA ITEM 2: To approve or disprove an amendment in the Fund's fundamental
investment policy on diversification of its investments.

The results of shareholders voting were as follows:


SHARES VOTED FOR    SHARES VOTED AGAINST   SHARES ABSTAIN   BROKER NON-VOTE
  1,065,215,819          76,204,328          32,578,757       13,056,789



AGENDA ITEM 3: To approve or disapprove amending and changing from fundamental
to an operating policy the Fund's ability to invest in restricted securities.

The results of shareholders voting were as follows:


SHARES VOTED FOR   SHARES VOTED AGAINST   SHARES ABSTAIN   BROKER NON-VOTE
 1,049,128,458          90,756,639          34,113,806       13,056,790



AGENDA ITEM 4: To approve or disapprove removing the Fund's fundamental
investment policy on investing in new issuers.

The results of shareholders voting were as follows:


SHARES VOTED FOR   SHARES VOTED AGAINST   SHARES ABSTAIN   BROKER NON-VOTE
 1,051,095,975          88,245,518          34,657,411        13,056,789



AGENDA ITEM 5: To approve or disapprove removing the Fund's fundamental
investment policy on investing in options.

The results of shareholders voting were as follows:


SHARES VOTED FOR   SHARES VOTED AGAINST   SHARES ABSTAIN   BROKER NON-VOTE
 1,026,930,114          111,516,885         35,551,904        13,056,790



 * The following Trustees of the Trust continued their terms as Trustees of
the Trust: John F. Donahue, William J. Copeland, J. Christopher Donahue,
James E. Dowd, Esq., Lawrence D. Ellis, M.D., Edward L. Flaherty, Jr.,
Esq., Wesley W. Posvar, and Marjorie P. Smuts.


    

FINANCIAL HIGHLIGHTS--CASH II SHARES

AUTOMATED CASH MANAGEMENT TRUST

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
   
Reference is made to the Report of Independent Public Accountants on the inside
back cover.

<TABLE>
<CAPTION>

                                            YEAR ENDED     PERIOD ENDED
                                             JULY 31,         JULY 31,
                                              1998           1997(A)
<S>                                          <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD         $ 1.00           $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                          0.05             0.04
LESS DISTRIBUTIONS
Distributions from net investment income      (0.05)           (0.04)
NET ASSET VALUE, END OF PERIOD               $ 1.00           $ 1.00
TOTAL RETURN(B)                                5.07%            4.14%
RATIOS TO AVERAGE NET ASSETS
Expenses                                       0.76%            0.75%*
Net investment income                          4.94%            4.84%*
Expense waiver/reimbursement(c)                0.38%            0.41%*
SUPPLEMENTAL DATA
Net assets, end of period (000 omitted)    $703,755         $725,267

</TABLE>



 * Computed on an annualized basis.

 (a) Reflects operations for the period from September 27, 1996 (date of initial
public investment) to July 31, 1997.

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)


PORTFOLIO OF INVESTMENTS

AUTOMATED CASH MANAGEMENT TRUST

   
JULY 31, 1998

<TABLE>
<CAPTION>

PRINCIPAL
 AMOUNT                                                                                                      VALUE
<C>           <S>                                                                                     <C>
(A) COMMERCIAL PAPER--45.9%
BANKING--14.4%
 $ 50,000,000 Aspen Funding Corp., (Guaranteed by Deutsche Bank, AG), 5.550% - 5.687%,
              8/3/1998 - 8/24/1998                                                                     $   49,951,903
   26,000,000 Commonwealth Bank of Australia, Sydney, 5.645%, 11/12/1998                                   25,591,605
   40,000,000 Cregem North America, Inc., (Guaranteed by Credit Communal de Belgique, Brussles),
              5.500%- 5.515%, 11/9/1998 - 11/17/1998                                                      39,350,872
  123,300,000 Gotham Funding Corp., 5.680% - 5.720%, 8/7/1998 - 8/26/1998                                 123,015,880
   20,000,000 J.P. Morgan & Co., Inc., 5.450%, 12/31/1998                                                  19,539,778
   15,000,000 Svenska Handelsbanken, Inc., (Guaranteed by Svenska Handelsbanken, Stockholm), 5.645%,
              11/12/1998                                                                                   14,764,388
   80,000,000 UBS Finance (Delaware), Inc., (Guaranteed by Union Bank of Switzerland, Zurich),
              5.450% - 5.520%, 8/7/1998 - 12/31/1998                                                       78,489,211
                Total                                                                                     350,703,637
BROKERAGE--4.9%
   42,000,000 Credit Suisse First Boston, Inc., 5.510% - 5.520%, 8/20/1998 - 9/17/1998                     41,783,474
   35,000,000 Merrill Lynch & Co., Inc., 5.520%, 8/24/1998                                                 34,876,567
   44,000,000 Morgan Stanley Group, Inc., 5.520%, 8/31/1998                                                43,797,600
                Total                                                                                     120,457,641
CONSUMER PRODUCTS--1.2%
   30,000,000 Diageo Capital PLC, 5.450%, 12/29/1998                                                       29,318,750
FINANCE - AUTOMOTIVE--2.4%
   35,000,000 Chrysler Financial Corp., 5.530%, 9/14/1998                                                  34,763,439
   25,000,000 General Motors Acceptance Corp., 5.512%, 10/27/1998                                          24,666,983
                Total                                                                                      59,430,422
FINANCE - COMMERCIAL--17.7%
   13,000,000 Asset Securitization Cooperative Corp., 5.520%, 10/30/1998                                   12,820,600
   25,000,000 CIT Group Holdings, Inc., 5.520%, 8/17/1998                                                  24,938,667
   25,000,000 Corporate Asset Funding Co., Inc. (CAFCO), 5.520%, 10/23/1998                                24,681,833
  110,000,000 General Electric Capital Corp., 5.380% - 5.680%, 8/3/1998 - 2/4/1999                        109,060,081
   78,425,000 Greenwich Funding Corp., 5.520% - 5.540%, 8/25/1998 - 9/14/1998                              78,088,507
   15,000,000 Falcon Asset Securitization Corp., 5.550%, 8/21/1998                                         14,953,750
   40,000,000 PREFCO-Preferred Receivables Funding Co., 5.550% - 5.570%, 8/17/1998 - 9/3/1998              39,855,579

</TABLE>

AUTOMATED CASH MANAGEMENT TRUST

<TABLE>

<CAPTION>

PRINCIPAL
 AMOUNT                                                                                                    VALUE
<C>           <S>                                                                                     <C>
(A) COMMERCIAL PAPER--CONTINUED
FINANCE - COMMERCIAL--CONTINUED
$  15,000,000 Receivables Capital Corp., 5.550%, 8/25/1998                                            $    14,944,500
  111,000,000 Sheffield Receivables Corp., 5.525% - 5.600%, 8/3/1998 - 9/3/1998                           110,648,260
                Total                                                                                     429,991,777
FINANCE - RETAIL--4.4%
   25,000,000 Associates Corp. of North America, 5.600%, 8/3/1998                                          24,992,222
   12,725,000 CommoLoCo, (Guaranteed by American General Finance Corp.), 5.470%, 10/15/1998                12,579,988
   50,000,000 Household Finance Corp., 5.690%, 8/3/1998                                                    49,984,194
   20,000,000 New Center Asset Trust, A1+/P1 Series, 5.500%, 8/11/1998                                     19,969,444
                Total                                                                                     107,525,848
INSURANCE--0.9%
   23,000,000 CXC, Inc., 5.520%, 8/10/1998                                                                 22,968,260
                TOTAL COMMERCIAL PAPER                                                                  1,120,396,335
SHORT-TERM NOTES--7.6%
BANKING--1.4%
    4,500,000 SALTS II Cayman Islands Corp., (Bankers Trust International, PLC), 5.737%, 6/17/1999          4,500,000
   30,000,000 SALTS III Cayman Island Corp., (Bankers Trust International, PLC), 5.818% - 5.850%,
              12/18/98- 1/23/1999                                                                         30,000,000
                Total                                                                                      34,500,000
BROKERAGE--0.8%
   20,000,000 Goldman Sachs Group, LP, 5.687%, 10/26/1998                                                  20,000,000
FINANCE - AUTOMOTIVE--2.0%
    5,658,426 Chase Manhattan Auto Owner Trust 1998-B, Class A-1, 5.578%, 5/10/1999                         5,658,426
   11,686,827 Chase Manhattan Auto Owner Trust 1998-C, Class A-1, 5.588%, 7/9/1999                         11,685,618
    6,000,000 Compass Auto Receivables Trust 1998-A, Class A-1, 5.659%, 7/15/1999                           6,000,000
   25,000,000 Ford Credit Auto Owner Trust 1998-C, Class A-2, 5.670%, 6/15/1999                            25,000,000
      120,186 MMCA Auto Owner Trust 1997-1, Class A-1, 5.630%, 11/15/1998                                     120,179
                Total                                                                                      48,464,223
FINANCE - COMMERCIAL--0.8%
   15,000,000 Beta Finance, Inc., 5.790%, 4/8/1999                                                         14,998,973
    5,000,000 (e)Triangle Funding Ltd., 5.687%, 11/16/1998                                                  5,000,000
                Total                                                                                      19,998,973
FINANCE - EQUIPMENT--0.6%
    2,089,824 Caterpillar Financial Asset Trust 1997-B, Class A-1, 5.805%, 11/25/1998                       2,089,824
</TABLE>

AUTOMATED CASH MANAGEMENT TRUST

<TABLE>

<CAPTION>

PRINCIPAL
 AMOUNT                                                                                                    VALUE
<C>           <S>                                                                                     <C>
SHORT-TERM NOTES--CONTINUED
FINANCE - EQUIPMENT--CONTINUED
$3,651,026 Capita Equipment Receivables Trust 1997-1, Class A-1, 5.800%,
    12/15/1998 $3,650,762 7,501,199 Green Tree Lease Finance 1997-1 LLC, Class
    A-1, 5.906%, 1/20/1999 7,501,199
                Total                                                                                      13,241,785
INSURANCE--1.5%
   11,422,869 ContiMortgage Home Equity Loan Trust 1998-2, Class A-1, (Guaranteed by MBIA), 5.648%,
              6/15/1999                                                                                    11,422,869
   12,864,404 WFS Financial 1998-A Owner Trust, Class A-1, (Guaranteed by FSA), 5.618%, 2/20/1999          12,864,404
   13,200,000 WFS Financial 1998-B Owner Trust, Class A-1, (Guaranteed by FSA), 5.658%, 7/20/1999          13,200,000
                Total                                                                                      37,487,273
RECREATION--0.5%
   11,492,809 GreenTree Recreational, Equipment & Consumer Trust 1998-B, Class
A-1, 5.668%,
              7/15/1999                                                                                    11,492,809
                TOTAL SHORT-TERM NOTES                                                                    185,185,063
CERTIFICATE OF DEPOSIT--7.8%
BANKING--7.8%
   28,000,000 Bankers Trust Co., New York, 5.610% - 5.880%, 10/13/1998 - 5/21/1999                         27,998,251
   30,000,000 Bank of Nova Scotia, Toronto, 5.870%, 4/29/1999                                              29,985,080
   10,000,000 Canadian Imperial Bank of Commerce, Toronto, 5.800%, 4/1/1999                                 9,996,175
   10,000,000 Rabobank Nederland, Utrecht, 5.700%, 1/7/1999                                                 9,994,704
   10,000,000 Svenska Handelsbanken, Stockholm, 5.800%, 4/6/1999                                            9,997,074
  101,000,000 Societe Generale, Paris, 5.690% - 5.970%, 8/13/1998 - 4/28/1999                             100,982,340
                TOTAL CERTIFICATE OF DEPOSIT                                                              188,953,624
LOAN PARTICIPATION--1.3%
FINANCE - EQUIPMENT--1.3%
   31,000,000 PITNEY BOWES CREDIT CORP., 5.675%, 8/10/1998                                                 30,956,228
(B)VARIABLE RATE INSTRUMENTS--23.9%
BANKING--8.0%
   48,000,000 Bankers Trust Co., New York, 5.690%, 8/3/1998                                                47,972,421
    6,000,000 Beverly California Corp., (PNC Bank, N.A. LOC), 5.639%, 8/3/1998                              6,000,000
    4,600,000 Development Authority of Richmond Cty., GA, (PNC Bank, N.A. LOC), 5.639%, 8/3/1998            4,600,000
   20,988,923 (e)Liquid Asset Backed Securities Trust, Series 1997-1, (Westdeutsche Landesbank
              Girozentrale Swap Agreement), 5.656%, 8/19/1998                                              20,988,923
   60,000,000 (e)Liquid Asset Backed Securities Trust, Series 1996-3, (Westdeutsche Landesbank
              Girozentrale Swap Agreement), 5.676%, 8/15/1998                                              60,000,000
</TABLE>

AUTOMATED CASH MANAGEMENT TRUST

<TABLE>

<CAPTION>

PRINCIPAL
 AMOUNT                                                                                                    VALUE
<C>           <S>                                                                                     <C>
(B)VARIABLE RATE INSTRUMENTS - CONTINUED
BANKING--CONTINUED
$  10,000,000 Long Lane Master Trust III, Series 1997-C, 5.749%, 8/3/1998                               $  10,000,000
    6,500,000 Massachusetts IFA, (Kendell Square), (PNC Bank, N.A. LOC), 5.639%, 8/3/1998                   6,500,000
   30,404,684 (e)Rabobank Optional Redemption Trust, Series 1997-101, 5.688%, 10/15/1998                   30,404,684
    2,701,000 Vista Funding Corp., Series 1996-A, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998              2,701,000
    5,250,000 Wendys of Las Vegas and San Antonio, (Huntington National Bank, Columbus, OH LOC),
              5.670%, 8/6/1998                                                                              5,250,000
                Total                                                                                     194,417,028
 ELECTRICAL EQUIPMENT--0.9%
    2,625,609 Marta Leasing Ltd., (Guaranteed by General Electric Co.), 5.639%, 8/3/1998                    2,625,609
   20,181,046 Northwest Airlines, Inc., (Guaranteed by General Electric Co.), 5.639%, 8/3/1998             20,181,046
                Total                                                                                      22,806,655
 FINANCE - RETAIL--2.9%
   40,000,000 (e)Associates Corp. of North America, 5.710%, 8/3/1998                                       39,991,722
   30,000,000 Carco Auto Loan Master Trust 1993-2, Class A1, 5.605%, 8/17/1998                             30,000,000
                Total                                                                                      69,991,722
 INSURANCE--12.1%
   94,500,000 General American Life Insurance Co., 5.850%, 8/23/1998                                       94,500,000
   30,000,000 Jackson National Life Insurance Co., 5.758%, 8/1/1998                                        30,000,000
   46,945,177 (e)Liquid Asset Backed Securities Trust, Series 1997-3 Senior Notes, (Guaranteed by
              AMBAC), 5.658%, 9/28/1998                                                                    46,945,177
   25,000,000 Peoples Security Life Insurance Company, 5.840%, 8/1/1998                                    25,000,000
   25,000,000 SunAmerica Life Insurance Company, 5.758%, 8/1/1998                                          25,000,000
   30,000,000 Transamerica Occidental Life Insurance Co., 5.729%, 8/1/1998                                 30,000,000
   44,000,000 Travelers Insurance Company, 5.739%, 8/1/1998                                                44,000,000
                Total                                                                                     295,445,177
                TOTAL VARIABLE RATE INSTRUMENTS                                                           582,660,582
(A)TIME DEPOSIT--4.5%
BANKING--4.5%
   35,000,000 Mellon Bank N.A., Pittsburgh, 5.687%, 8/3/1998                                               35,000,000
   25,000,000 Royal Bank of Canada, Montreal, 5.687%, 8/3/1998                                             25,000,000
   50,000,000 Toronto-Dominion Bank, 5.687%, 8/3/1998                                                      50,000,000
                TOTAL TIME DEPOSIT                                                                        110,000,000
</TABLE>

AUTOMATED CASH MANAGEMENT TRUST

<TABLE>

<CAPTION>

PRINCIPAL
 AMOUNT                                                                                                    VALUE
<C>           <S>                                                                                     <C>
(C) REPURCHASE AGREEMENTS - 8.4%
$  35,800,000 ABN AMRO Chicago Corp., 5.690%, dated 7/31/1998, due 8/3/1998                                     $   35,800,000
   10,000,000 Donaldson, Lufkin and Jenrette Securities Corp., 5.620%, dated 7/31/1998, due 8/3/1998       10,000,000
   10,000,000 First Union Capital Markets, 5.630%, dated 7/31/1998, due 8/3/1998                           10,000,000
   50,000,000 Goldman Sachs Group, LP, 5.700%, dated 7/31/1998, due 8/3/1998                               50,000,000
   50,000,000 HSBC Securities, Inc., 5.690%, dated 7/31/1998, due 8/3/1998                                 50,000,000
   50,000,000 Salomon Brothers, Inc., 5.690%, dated 7/31/1998, due 8/3/1998                                50,000,000
                TOTAL REPURCHASE AGREEMENTS                                                               205,800,000
                TOTAL INVESTMENTS (AT AMORTIZED COST)(D)                                               $2,423,951,832

</TABLE>



 (a) Each issue shows the rate of discount at the time of purchase.

 (b) Variable rate securities with current rate and next demand date.

 (c) The repurchase agreements are fully collateralized by U.S. government
and/or agency obligations based on market prices at the date of the portfolio.
The investments in the repurchase agreements are through participation in joint
accounts with other Federated funds.

 (d) Also represents cost for federal tax purposes.

 (e) Denotes a restricted security which is subjected to restrictions on resale
under Federal Securities laws. At July 31, 1998, these securities amounted to
$203,330,506 which represents 8.3% of net assets.

Note: The categories of investments are shown as a percentage of net assets
($2,437,816,049) at July 31, 1998.

    

The following acronyms are used throughout this portfolio:

AMBAC - American Municipal Bond Assurance Corporation FSA - Financial Security
Assurance IFA - Industrial Finance Authority LLC - Limited Liability Corporation
LOC - Letter of Credit LP - Limited Partnership MBIA - Municipal Bond Investors
Assurance PLC - Public Limited Company


(See Notes which are an integral part of the Financial Statements)


STATEMENT OF ASSETS AND LIABILITIES

AUTOMATED CASH MANAGEMENT TRUST

   
JULY 31, 1998

<TABLE>

<S>                                                                 <C>            <C>
ASSETS
Investments in repurchase agreements                                $  205,800,000
Investments in securities                                            2,218,151,832
Total investments in securities, at amortized cost and value                       $2,423,951,832
Cash                                                                                      367,772
Income receivable                                                                       9,449,946
Receivable for shares sold                                                              9,318,856
Prepaid expenses                                                                          116,099
Total assets                                                                        2,443,204,505
LIABILITIES:
Payable for shares redeemed                                                533,082
Income distribution payable                                              3,979,841
Accrued expenses                                                           875,533
Total liabilities                                                                       5,388,456
NET ASSETS for 2,437,816,049 shares outstanding                                    $2,437,816,049
NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PROCEEDS PER SHARE:
INSTITUTIONAL SERVICE SHARES:
$1,734,061,104 / 1,734,061,104 shares outstanding                                           $1.00
CASH II SHARES:
$703,754,945 / 703,754,945 shares outstanding                                               $1.00

</TABLE>
    


(See Notes which are an integral part of the Financial Statements)


STATEMENT OF OPERATIONS

AUTOMATED CASH MANAGEMENT TRUST

   
YEAR ENDED JULY 31, 1998

<TABLE>
<S>                                                            <C>           <C>          <C>
INVESTMENT INCOME:
Interest                                                                                  $131,156,654
EXPENSES:
Investment advisory fee                                                      $11,464,630
Administrative personnel and services fee                                      1,729,582
Custodian fees                                                                   156,339
Transfer and dividend disbursing agent fees and expenses                         867,245
Directors'/Trustees' fees                                                         18,202
Auditing fees                                                                     12,798
Legal fees                                                                        12,056
Portfolio accounting fees                                                        166,265
Distribution services feeCash II Shares                                       1,862,209
Shareholder services feeInstitutional Service Shares                          3,870,106
Shareholder services feeCash II Shares                                        1,862,209
Share registration costs                                                         200,931
Printing and postage                                                             127,777
Insurance premiums                                                                70,445
Miscellaneous                                                                     38,079
Total expenses                                                                22,458,873
Waivers
Waiver of investment advisory fee                               $(6,807,192)
Waiver of distribution services feeCash II Shares                 (648,049)
Waiver of shareholder services feeInstitutional Service Shares    (108,363)
Total waivers                                                                 (7,563,604)
Net expenses                                                                                14,895,269
Net investment income                                                                     $116,261,385

</TABLE>
    


(See Notes which are an integral part of the Financial Statements)


STATEMENT OF CHANGES IN NET ASSETS

AUTOMATED CASH MANAGEMENT TRUST
   
<TABLE>
<CAPTION>

                                                                                               YEAR ENDED JULY 31,
                                                                                             1998             1997
<S>                                                                                  <C>                <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS--
Net investment income                                                                 $    116,261,385  $    91,687,662
DISTRIBUTIONS TO SHAREHOLDERS--
Distributions from net investment income
Institutional Service Shares                                                               (79,466,314)     (67,586,616)
Cash II Shares                                                                             (36,795,071)     (24,101,046)
Change in net assets resulting from distributions to shareholders                         (116,261,385)     (91,687,662)
SHARE TRANSACTIONS--
Proceeds from sale of shares                                                            12,100,055,296   10,582,198,767
Net asset value of shares issued to shareholders in payment of distributions declared       83,205,547       63,190,890
Cost of shares redeemed                                                                (11,849,693,675)  (9,815,560,140)
Change in net assets resulting from share transactions                                     333,567,168      829,829,517
Change in net assets                                                                       333,567,168      829,829,517
NET ASSETS:
Beginning of period                                                                      2,104,248,881    1,274,419,364
End of period                                                                         $  2,437,816,049  $ 2,104,248,881

</TABLE>
    


(See Notes which are an integral part of the Financial Statements)


NOTES TO FINANCIAL STATEMENTS

AUTOMATED CASH MANAGEMENT TRUST
   
JULY 31, 1998
    
ORGANIZATION

Money Market Obligations Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act") as an open-end, management
investment company. The Trust consists of six portfolios. The financial
statements included herein are only those of Automated Cash Management Trust
(the "Fund"). The financial statements of the other portfolios are presented
separately. The assets of each portfolio are segregated and a shareholder's
interest is limited to the portfolio in which shares are held. The investment
objective of the Fund is stability of principal and current income consistent
with stability of principal.

The Fund offers two classes of shares: Institutional Service Shares and Cash
II Shares.

Effective September 27, 1996, the Trust added Cash II Shares.

SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.

INVESTMENT VALUATIONS

The Fund uses the amortized cost method to value its portfolio securities in
accordance with Rule 2a-7 under the Act.

REPURCHASE AGREEMENTS

It is the policy of the Fund to require the custodian bank to take possession,
to have legally segregated in the Federal Reserve Book Entry System, or to have
segregated within the custodian bank's vault, all securities held as collateral
under repurchase agreement transactions. Additionally, procedures have been
established by the Fund to monitor, on a daily basis, the market value of each
repurchase agreement's collateral to ensure that the value of collateral at
least equals the repurchase price to be paid under the repurchase agreement
transaction.

The Fund will only enter into repurchase agreements with banks and other
recognized financial institutions, such as broker/dealers, which are deemed by
the Fund's adviser to be creditworthy pursuant to the guidelines and/or
standards reviewed or established by the Board of Trustees (the "Trustees").
Risks may arise from the potential inability of counterparties to honor the
terms of the repurchase agreement. Accordingly, the Fund could receive less than
the repurchase price on the sale of collateral securities.

INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS

Interest income and expenses are accrued daily. Bond premium and discount, if
applicable, are amortized as required by the Internal Revenue Code, as amended
(the "Code"). Distributions to shareholders are recorded on the ex- dividend
date.

FEDERAL TAXES

It is the Fund's policy to comply with the provisions of the Code applicable to
regulated investment companies and to distribute to shareholders each year
substantially all of its income. Accordingly, no provisions for federal tax are
necessary.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The Fund may engage in when-issued or delayed delivery transactions. The Fund
records when-issued securities on the trade date and maintains security
positions such that sufficient liquid assets will be available to make payment
for the securities purchased. Securities purchased on a when-issued or delayed
delivery basis are marked to market daily and begin earning interest on the
settlement date.

RESTRICTED SECURITIES

Restricted securities are securities that may only be resold upon registration
under federal securities laws or in transactions exempt from such registration.
Many restricted securities may be resold in the secondary market in transactions
exempt from registration. In some cases, the restricted securities may be resold
without registration upon exercise of a demand feature. Such restricted
securities may be determined to be liquid under criteria established by the
Trustees. The Fund will not incur any registration costs upon such resales.
Restricted securities are valued at amortized cost in accordance with Rule 2a-7
under the Investment Company Act of 1940.     Additional information on each
restricted security held at July 31, 1998 is as follows:

<TABLE>
<CAPTION>

SECURITY                                                     ACQUISITION DATE  ACQUISITION COST
<S>                                                                <C>           <C>
Associates Corp. of North America, 5.710%                          12/8/1997     $ 39,979,200
Liquid Asset Backed Securities Trust, Series 1996-3, 5.676%        8/15/1996       60,000,000
Liquid Asset Backed Securities Trust, Series 1997-1, 5.656%        2/19/1997       20,988,923
Liquid Asset Backed Securities Trust, Series 1997-3, 5.658%        6/27/1997       46,945,177
Rabobank Optional Redemption Trust, Series 1997-101, 5.688%        4/17/1997       30,404,683
Triangle Funding Ltd., 5.687%                                      11/4/1997        5,000,000

</TABLE>

    
USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts of assets, liabilities, expenses and revenues reported in the
financial statements. Actual results could differ from those estimated.

OTHER

Investment transactions are accounted for on the trade date.

SHARES OF BENEFICIAL INTEREST
   
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At July 31, 1998, capital paid-in aggregated $2,437,816,049.
Transactions in capital stock were as follows:

<TABLE>
<CAPTION>

                                                                          YEAR ENDED JULY 31,
INSTITUTIONAL SERVICE SHARES                                           1998           1997
<S>                                                                <C>             <C>
Shares sold                                                         7,692,911,743   7,323,418,360
Shares issued to shareholders in payment of distributions declared     48,454,343      41,494,370
Shares redeemed                                                    (7,386,286,934) (7,260,350,142)
Net change resulting from Institutional Service Share transactions    355,079,152     104,562,588

<CAPTION>

                                                                     YEAR ENDED      PERIOD ENDED
                                                                       JULY 31,        JULY 31,
CASH II SHARES                                                          1998           1997(A)
<S>                                                                <C>              <C>
Shares sold                                                         4,407,143,553   3,258,780,407
Shares issued to shareholders in payment of distributions declared     34,751,204      21,696,520
Shares redeemed                                                    (4,463,406,741) (2,555,209,998)
Net change resulting from Cash II Share transactions                  (21,511,984)    725,266,929
Net change resulting from share transactions                          333,567,168     829,829,517

</TABLE>


 (a) For the period from September 27, 1996 (date of initial public investment)
through July 31, 1997.
    
INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE

Federated Management, the Fund's investment adviser (the "Adviser"), receives
for its services an annual investment advisory fee equal to 0.50% of the Fund's
average daily net assets. The Adviser may voluntarily choose to waive any
portion of its fee. The Adviser can modify or terminate this voluntary waiver at
any time at its sole discretion.

ADMINISTRATIVE FEE

Federated Services Company ("FServ"), under the Administrative Services
Agreement, provides the Fund with administrative personnel and services. The fee
paid to FServ is based on the level of average aggregate daily net assets of all
funds advised by subsidiaries of Federated Investors, Inc. for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

DISTRIBUTION SERVICES FEE

The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1
under the Act. Under the terms of the Plan, the Fund will compensate Federated
Securities Corp. ("FSC"), the principal distributor, from the net assets of the
Fund to finance activities intended to result in the sale of the Fund's Class II
Shares. The Plan provides that the Fund may incur distribution expenses up to
0.25% of the average daily net assets of Cash II Shares, annually, to compensate
FSC. FSC may voluntarily choose to waive any portion of its fee. FSC can modify
or terminate this voluntary waiver at any time at its sole discretion.

SHAREHOLDER SERVICES FEE

Under the terms of a Shareholder Services Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to 0.25% of average daily net assets
of the Fund for the period. The fee paid to FSS is used to finance certain
services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive any portion of its fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion.

TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES

FServ, through its subsidiary, Federated Shareholder Services Company ("FSSC")
serves as transfer and dividend disbursing agent for the Fund. The fee paid to
FSSC is based on the size, type, and number of accounts and transactions made by
shareholders.

PORTFOLIO ACCOUNTING FEES

Fserv maintains the Fund's accounting records for which it receives a fee. The
fee is based on the level of the Fund's average daily net assets for the period,
plus out-of-pocket expenses.

GENERAL

Certain of the Officers and Trustees of the Trust are Officers and Directors or
Trustees of the above companies.

YEAR 2000 (UNAUDITED)

Similar to other financial organizations, the Fund could be adversely affected
if the computer systems used by the Fund's service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. The Fund's Adviser and Administrator are taking measures that they
believe are reasonably designed to address the Year 2000 issue with respect to
computer systems that they use and to obtain reasonable assurances that
comparable steps are being taken by each of the Fund's other service providers.
At this time, however, there can be no assurance that these steps will be
sufficient to avoid any adverse impact to the Fund.


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of MONEY MARKET OBLIGATIONS TRUST
(Automated Cash Management Trust):

   

We have audited the accompanying statement of assets and liabilities of
Automated Cash Management Trust (an investment portfolio of Money Market
Obligations Trust, a Massachusetts business trust), including the schedules of
portfolio investments, as of July 31, 1998, the related statement of operations
for the year then ended, the statement of changes in net assets for each of the
two years in the period then ended, and the financial highlights for each of the
two years in the period then ended, and for the period from May 1, 1995, to July
31, 1995. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits. The financial highlights for Automated Cash Management Trust -
Institutional Service Shares for the periods ended April 30, 1987, through April
30, 1994, were audited by other auditors whose report dated June 9, 1994,
expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of July
31, 1998, by correspondence with the custodian and brokers. As to confirmation
replies not received, we carried out alternative auditing procedures. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Automated Cash Management Trust (an investment portfolio of Money Market
Obligations Trust) as of July 31, 1998, and the results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended, and its financial highlights for the periods presented,
in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
September 25, 1998

    


(GRAPHIC)

Automated Cash Management Trust

(A Portfolio of Money Market Obligations Trust)

Institutional Service Shares
   
PROSPECTUS
SEPTEMBER 30, 1998
    
An Open-End Management
Investment Company

AUTOMATED CASH MANAGEMENT TRUST
INSTITUTIONAL SERVICE SHARES

Federated Investors Funds

5800 Corporate Drive

Pittsburgh, PA 15237-7000

DISTRIBUTOR

Federated Securities Corp.

Federated Investors Tower

1001 Liberty Avenue

Pittsburgh, PA 15222-3779

INVESTMENT ADVISER

Federated Management

Federated Investors Tower

1001 Liberty Avenue

Pittsburgh, PA 15222-3779

CUSTODIAN

State Street Bank and Trust Company

P.O. Box 8600

Boston, MA 02266-8600

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Federated Shareholder Services Company

P.O. Box 8600

Boston, MA 02266-8600

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP

2100 One PPG Place

Pittsburgh, PA 15222

[Graphic]

Cusip 60934N864
G00554-01-SS (9/98)

[Graphic]







Automated Cash Management Trust

(A Portfolio of Money Market Obligations Trust)
Cash II Shares

PROSPECTUS





   

The Cash II Shares of Automated Cash Management Trust (the "Fund") offered by

this prospectus represent interests in a portfolio of Money Market

Obligations Trust (the "Trust"), an open-end management investment company

(a mutual fund). The Fund invests in short-term money market securities to

provide stability of principal and current income consistent with stability

of principal.

    



THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY

BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK AND ARE NOT INSURED OR

GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE

CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY.

INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE

LOSS OF PRINCIPAL. THE FUND ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF

$1.00 PER SHARE; THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO

SO.



This prospectus contains the information you should read and know before

you invest in the Fund. Keep this prospectus for

future reference.



The Fund has also filed a Statement of Additional Information dated September

30, 1998, with the Securities and Exchange Commission ("SEC"). The

information contained in the Statement of Additional Information is

incorporated by reference into this prospectus. You may request a copy of the

Statement of Additional Information or a paper copy of this prospectus, if

you have received your prospectus electronically, free of charge by calling

1-800-341-7400. To obtain other information, or make inquiries about the

Fund, contact your financial institution. The Statement of Additional

Information, material incorporated by reference into this document, and

other information regarding the Fund is maintained electronically with the

SEC at Internet Web site (http://www.sec.gov).



THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES

AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION

PASSED UPON THE ACCURACY OR ADEQUACY OF THIS

PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



PROSPECTUS DATED SEPTEMBER 30, 1998



TABLE OF CONTENTS
   

Summary of Fund Expenses   1

Financial Highlights -- Cash II Shares   2

General Information   3

Year 2000 Statement   3

Investment Information   3

Investment Objective   3

Investment Policies   3

Investment Risks   4

Investment Limitations   5


Fund Information   5

Management of the Fund   5


Distribution of Cash II Shares    5

Distribution Plan and Shareholder Services   6

Supplemental Payments to  Financial Institutions   6

Administration of the Fund   6
Administrative Services   6

Net Asset Value   6

How to Purchase Shares   7
Purchasing Shares Through a  Financial Institution   7
Purchasing Shares by Wire   7
Purchasing Shares by Check   7
Invest-by-Phone   7
By Direct Deposit   8
Automatic Investments   8
Subaccounting Services   8
Special Purchase Features   8

How to Redeem Shares   8
Redeeming Shares Through a  Financial Institution   8
Redeeming Shares by Telephone   8
Redeeming Shares by Mail   9
Special Redemption Features   9

Account and Share Information   9
Dividends   9
Capital Gains   9
Account Activity    9
Accounts with Low Balances   9
Voting Rights   9

Tax Information   10
Federal Income Tax   10
State and Local Taxes   10

Other Classes of Shares   10

Performance Information   10

Last Meeting of Shareholders   11

Financial Highlights--Institutional Service Shares   12

Financial Statements   13

Report of Independent Public Accountants   Inside Back Cover

    




SUMMARY OF FUND EXPENSES

   

<TABLE>

<CAPTION>


<S>                                                                                      <C>

CASH II SHARES
 SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)
None Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of
offering price) None Contingent Deferred Sales Charge (as a percentage of
original purchase price or
  redemption proceeds, as applicable)                                                       None
Redemption Fee (as a percentage of amount redeemed, if applicable)                          None
Exchange Fee                                                                                None
<CAPTION>
ANNUAL OPERATING EXPENSES
(As a percentage of average net assets)
<S>                                                                               <C>      <C>
Management Fee (after waiver)(1)                                                             0.20%
12b-1 Fee (after waiver)(2)                                                                  0.16%
Total Other Expenses                                                                         0.40%
Shareholder Services Fee                                                            0.25%
Total Operating Expenses(3)                                                                  0.76%



</TABLE>

    

 (1) The management fee has been reduced to reflect the voluntary waiver of a

portion of the management fee. The adviser can terminate this voluntary

waiver at any time at its sole discretion. The maximum management fee is

0.50%.



 (2) The 12b-1 fee has been reduced to reflect the voluntary waiver of a

portion of the 12b-1 fee. The distributor can terminate this voluntary

waiver at any time at its sole discretion. The maximum 12b-1 fee is 0.25%.



 (3) The total operating expenses would have been 1.15% absent the voluntary

waivers of portions of the management fee and the 12b-1 fee.



The purpose of this table is to assist an investor in understanding the

various costs and expenses that a shareholder of Cash II Shares of the Trust

will bear, either directly or indirectly. For more complete descriptions of

the various costs and expenses, see "Fund Information" and "How to Purchase

Shares." Wire-transferred redemptions of less than $5,000 may be subject to

additional fees.

   

EXAMPLE
You would pay the following expenses on a $1,000
investment, assuming (1) 5% annual
return and (2) redemption at the end of each time period.
1 Year                              $ 8
3 Years                             $24
5 Years                             $42
10 Years                            $94


THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE

EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.



FINANCIAL HIGHLIGHTS -- CASH II SHARES

AUTOMATED CASH MANAGEMENT TRUST
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on the

inside back cover.



<TABLE>

<CAPTION>



                                               YEAR ENDED    PERIOD ENDED
                                                JULY 31,        JULY 31,
                                                  1998           1997(A)
<S>                                       <C>                 <C>
NET ASSET VALUE, BEGINNING OF PERIOD             $ 1.00          $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                              0.05            0.04
LESS DISTRIBUTIONS
Distributions from net investment income          (0.05)          (0.04)
NET ASSET VALUE, END OF PERIOD                   $ 1.00          $ 1.00
TOTAL RETURN(B)                                    5.07%           4.14 %
RATIOS TO AVERAGE NET ASSETS
Expenses                                           0.76%           0.75%*
Net investment income                              4.94%           4.84%*
Expense waiver/reimbursement(c)                    0.38%           0.41%*
SUPPLEMENTAL DATA
Net assets, end of period (000 omitted)        $703,755        $725,267
</TABLE>

    



 * Computed on an annualized basis.



 (a) Reflects operations for the period from September 27, 1996 (date of

initial public investment) to July 31, 1997.


 (b) Based on net asset value, which does not reflect the sales charge or

contingent deferred sales charge, if applicable.



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



(See Notes which are an integral part of the Financial Statements)



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 Board of Trustees (the "Trustees") has established two

classes of shares known as Cash II Shares and Institutional Service Shares.

This prospectus relates only to Cash II Shares of the Fund, which are

designed primarily for the retail customers of financial institutions as a

convenient means of accumulating an interest in a professionally managed

portfolio investing in short-term money market securities. A minimum initial

investment of $25,000 over a 90-day period is required except for retirement

plans.



The Fund attempts to stabilize the value of a share at $1.00. Shares are

currently sold and redeemed at that price.



YEAR 2000 STATEMENT
Like other mutual funds and business organizations worldwide, the Fund's

service providers (among them, the adviser, distributor, administrator and

transfer agent) must ensure that their computer systems are adjusted to

properly process and calculate date-related information from and after

January 1, 2000. Many software programs and, to a lesser extent, the computer

hardware in use today cannot distinguish the year 2000 from the year 1900.

Such a design flaw could have a negative impact in the handling of securities

trades, pricing and accounting services. The Fund and its service providers

are actively working on necessary changes to computer systems to deal with

the year 2000 issue and believe that systems will be year 2000 compliant when

required. Analysis continues regarding the financial impact of instituting a

year 2000 compliant program on the Fund's operations.




INVESTMENT INFORMATION

INVESTMENT OBJECTIVE
   

The investment objective of the Fund is to provide stability of principal and

current income consistent with stability of principal. This investment

objective cannot be changed without shareholder approval. While there is no

assurance that the Fund will achieve its investment objective, it endeavors

to do so by complying with the diversification and other requirements of Rule

2a-7 under the Investment Company Act of 1940 which regulates money market

mutual funds and by following the investment policies described in this

prospectus.

    

INVESTMENT POLICIES
The Fund pursues its investment objective by investing in a portfolio of

money market instruments maturing in 13 months or less. The average maturity

of the money market instruments in the Fund's portfolio, computed on a

dollar-weighted basis, will be 90 days or less. Unless indicated otherwise,

the investment policies may not be changed by the Trustees without

shareholder approval.



ACCEPTABLE INVESTMENTS
The Fund invests in high quality money market instruments that are either

rated in the highest short-term rating category by one or more nationally

recognized statistical rating organizations ("NRSROs") or are of comparable

quality to securities having such ratings. Examples of these instruments

include, but are not limited to:



* instruments of domestic and foreign banks and savings and loans (such as

certificates of deposit, demand and time deposits, savings shares, and

bankers' acceptances) if they have capital, surplus, and undivided profits of

over $100,000,000, or if the principal amount of the instrument is insured by

the Bank Insurance Fund ("BIF") which is administered by the Federal Deposit

Insurance Corporation ("FDIC") or the Savings Association Insurance Fund

("SAIF") which is administered by the FDIC. These instruments may include

Eurodollar Certificates of Deposit ("ECDs"), Yankee Certificates of Deposit

("Yankee CDs"), and Eurodollar Time Deposits ("ETDs");



 * commercial paper rated A-1 by Standard & Poor's, Prime-1 by Moody's

Investors Service, Inc., or F-1 by Fitch IBCA, Inc., and unrated but of

comparable quality, including Canadian Commercial Paper ("CCPs") and

Europaper.



 * marketable obligations issued or guaranteed by the U.S. government,
its agencies, or instrumentalities; and

* repurchase agreements.



The Fund invests only in instruments denominated and payable in U.S. dollars.


REPURCHASE AGREEMENTS
Certain securities in which the Fund invests may be purchased pursuant to

repurchase agreements. Repurchase agreements are

arrangements in which banks, broker/dealers, and other recognized financial

institutions sell U. S. government securities or certificates

of deposit to the Fund and agree, at the time of sale, to repurchase them

at a mutually agreed upon time and price within one year from

the date of acquisition. The Fund or its custodian will take possession of

the securities subject to repurchase agreements and these

securities will be marked to market daily. To the extent that the original

seller does not repurchase the securities from the Fund, the

Fund could receive less than the repurchase price on any sale of

such securities.



CREDIT ENHANCEMENT
Certain of the Fund's acceptable investments may be credit-enhanced by a

guaranty, letter of credit, or insurance. Any bankruptcy, receivership,

default or change in the credit quality of the party providing the credit

enhancement will adversely affect the quality and marketability of the

underlying security and could cause losses to the Fund and affect its share
price.



DEMAND FEATURES
As a matter of non-fundamental policy, the Fund may acquire securities that

are subject to puts and standby commitments ("demand features") to purchase

the securities at their principal amount (usually with accrued interest)

within a fixed period (usually seven days) following a demand by the Fund.

The demand feature may be issued by the issuer of the underlying securities,

a dealer in the securities, or by another third party, and may not be

transferred separately from the underlying security. The Fund uses these

arrangements to provide the Fund with liquidity and not to protect against

changes in the market value of the underlying securities. The bankruptcy,

receivership, or default by the issuer of the demand feature, or a default on

the underlying security or other event that terminates the demand feature

before its exercise, will adversely affect the liquidity of the underlying

security. Demand features that are exercisable even after a payment default

on the underlying security may be treated as a form of credit enhancement.



WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
The Fund may purchase short-term U.S. government obligations 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 Fund engages in when-issued and delayed delivery transactions only

for the purpose of acquiring portfolio securities consistent with the Fund's

investment objective and policies, not for investment leverage. In when-

issued and delayed delivery transactions, the Fund relies on the seller to

complete the transaction. The seller's failure to deliver the securities 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.



As a matter of operating policy, 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 simul

taneously acquire other commitments to purchase similar securities at later

dates. The Fund may realize short-term profits or losses

upon the sale of such commitments.



RESTRICTED AND ILLIQUID SECURITIES
As a matter of operating policy, the Fund may invest in restricted

securities. Restricted securities are any securities in which the Fund may

invest pursuant to its investment objective and policies, but which are

subject to restrictions on resale under federal securities law. Under

criteria established by the Trustees certain restricted securities are

determined to be liquid. To the extent that restricted securities are not

determined to be liquid, the Fund will limit their purchase, together with

other illiquid securities, including repurchase agreements providing for

settlement in more than seven days after notice, to 10% of its net assets.



   
INVESTMENT RISKS
    

ECDs, ETDs, Yankee CDs, Canadian Commercial Paper, and Europaper are subject

to different risks than domestic obligations of domestic banks or

corporations. Examples of these risks include international economic and

political developments, foreign governmental restrictions that may adversely

affect the payment of principal or interest, foreign withholding or other

taxes on interest income, difficulties in obtaining or enforcing a judgment

against the issuing entity, and the possible impact of interruptions in the

flow of international currency transactions. Risks may also exist for ECDs,

ETDs, and Yankee CDs because the banks issuing these instruments, or their

domestic or foreign branches, are not necessarily subject to the same

regulatory requirements that apply to domestic banks, such as reserve

requirements, loan limitations, examinations, accounting, auditing,

recordkeeping, and the public availability of information. These factors will

be carefully considered by the Fund's adviser in selecting investments for

the Fund.



INVESTMENT LIMITATIONS
The Fund will not borrow money directly or through reverse repurchase

agreements (arrangements in which the Fund sells a money market instrument

for a percentage of its cash value with an agreement to buy it back on a set

date) or pledge securities except, under certain circumstances, the Fund may

borrow up to one-third of the value of its total assets and pledge up to 10%

of the value of its total assets to secure such borrowings. These investment

limitations cannot be changed without shareholder approval.


FUND INFORMATION

MANAGEMENT OF THE FUND
BOARD OF TRUSTEES
The Fund is managed by a Board of Trustees. The Trustees are responsible for

managing the Fund's business affairs and for exercising all the Trust's powers

except those reserved for the shareholders. An Executive Committee of the Board

of Trustees handles the Board's responsibilities between meetings of the Board.



INVESTMENT ADVISER
Investment decisions for the Fund are made by Federated Management, the

Fund's investment adviser, subject to direction by the Trustees. The adviser

continually conducts investment research and supervision for the Fund and is

responsible for the purchase and sale of portfolio instruments.



ADVISORY FEES
The adviser receives an annual investment advisory fee equal to 0.50% of the

Fund's average daily net assets. The adviser may voluntarily choose to waive

a portion of its fee or reimburse other expenses of the Fund, but reserves

the right to terminate such waiver or reimbursement at any time at its sole

discretion.



ADVISER'S BACKGROUND
Federated Management, a Delaware business trust, organized on April 11, 1989,

is a registered investment adviser under the Investment Advisers Act of 1940.

It is a subsidiary of Federated Investors, Inc. All of the Class A (voting)

shares of Federated Investors, Inc. are owned by a trust, the trustees of

which are John F. Donahue, Chairman and Director of Federated Investors,

Inc., Mr. Donahue's wife, and Mr. Donahue's son, J. Christopher Donahue, who

is President and Director of Federated Investors, Inc.



Federated Management and other subsidiaries of Federated Investors, Inc.

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 compa

nies. With over $120 billion invested across more than 300 funds under

management and/or administration by its subsidiaries, as of

December 31, 1997, Federated Investors, Inc. is one of the largest mutual

fund investment managers in the United States. With more

than 2,000 employees, Federated continues to be led by the management who

founded the company in 1955. Federated funds are

presently at work in and through approximately 4,000 financial

institutions nationwide.



Both the Trust and the adviser have adopted strict codes of ethics governing

the conduct of all employees who manage the Fund and its portfolio

securities. These codes recognize that such persons owe a fiduciary duty to

the Fund's shareholders and must place the interests of shareholders ahead of

the employees' own interests. Among other things, the codes: require

preclearance and periodic reporting of personal securities transactions;

prohibit personal transactions in securities being purchased or sold, or

being considered for purchase or sale, by the Fund; prohibit purchasing

securities in initial public offerings; and prohibit taking profits on

securities held for less than sixty days. Violations of the codes are subject

to review by the Trustees, and could result in severe penalties.


DISTRIBUTION OF CASH II SHARES

Federated Securities Corp. is the principal distributor for Cash II

Shares of the Fund. It is a Pennsylvania corporation organized on

November 14, 1969, and is the principal distributor for a number of

investment companies. Federated Securities Corp. is a subsid

iary of Federated Investors, Inc.



DISTRIBUTION PLAN AND SHAREHOLDER SERVICES
Under a distribution plan adopted in accordance with Rule 12b-1 under the

Investment Company Act of 1940 (the "Plan"), the distributor may be paid a

fee by the Fund in an amount computed at an annual rate of up to 0.25% of the

average daily net asset value of the Fund. The distributor may select

financial institutions such as banks, fiduciaries, custodians for public

funds, investment advisers, and broker/dealers to provide sales services or

distribution-related support services as agents for their clients or

customers.



The Plan is a compensation-type Plan. As such, the Fund makes no payments to

the distributor except as described above. Therefore, the Fund does not pay

for unreimbursed expenses of the distributor, including amounts expended by

the distributor in excess of amounts received by it from the Fund, interest,

carrying or other financing charges in connection with excess amounts

expended, or the distributor's overhead expenses. However, the distributor

may be able to recover such amounts or may earn a profit from future payments

made by the Fund under the Plan.



In addition, the Fund has entered into a Shareholder Services Agreement with

Federated Shareholder Services, a subsidiary of Federated Investors, Inc.,

under which the Fund may make payments up to 0.25% of the average daily net

asset value of its shares to obtain certain personal services for

shareholders and to maintain shareholder accounts. Under the Shareholder

Services Agreement, Federated Shareholder Services will either perform

shareholder services directly or will select financial institutions to

perform shareholder services. Financial institutions will receive fees based

upon shares owned by their clients or customers. The schedules of such fees

and the basis upon which such fees will be paid will be determined from time

to time by the Fund and Federated Shareholder Services.



SUPPLEMENTAL PAYMENTS TO
FINANCIAL INSTITUTIONS
In addition to payments made pursuant to the Distribution Plan and Shareholder

Services Agreement, Federated Securities Corp. and Federated Shareholder

Services, from their own assets, may pay financial institutions supplemental

fees for the performance of substantial sales services, distribution-related

support services, or shareholder services. The support may include sponsoring

sales, educational and training seminars for their employees, providing sales

literature, and engineering computer software programs that emphasize the

attributes of the Fund. Such assistance will be predicated upon the amount of

shares the financial institution sells or may sell, and/or upon the type and

nature of sales or marketing support furnished by the financial institution.

Any payments made by the distributor may be reimbursed by the Fund's

investment adviser or its affiliates.


ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES
Federated Services Company, a subsidiary of Federated Investors, Inc.,

provides administrative personnel and services (including certain legal and

financial reporting services) necessary to operate the Fund at an annual rate

which relates to the average aggregate daily net assets of all funds advised

by affiliates of Federated Investors, Inc. specified below:



MAXIMUM                 AVERAGE AGGREGATE
  FEE                    DAILY NET ASSETS
 0.150%           on the first $250 million
 0.125%            on the next $250 million
 0.100%            on the next $250 million
 0.075%       on assets in excess of $750 million


The administrative fee received during any fiscal year shall be at least

$125,000 per portfolio and $30,000 per each additional class of shares.

Federated Services Company may choose voluntarily to waive a portion of its

fee.


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 Cash II Shares from the value of Fund assets attributable to Cash II

Shares, and dividing the remainder by the number of Cash II Shares outstanding.
The Fund cannot guarantee that its net asset value will always

remain at $1.00 per share.



The net asset value is determined at 5:00 p.m. (Eastern time), Monday through

Friday, except on New Year's Day, Martin Luther King, Jr. Day, Presidents'

Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving

Day, and Christmas Day.


HOW TO PURCHASE SHARES

Shares are sold at their net asset value, without a sales charge, next

determined after an order is received, on days which the New York Stock

Exchange is open for business. Shares may be purchased as described below,

either through a financial institution (such as a bank or broker/dealer) or

by wire or by check directly from the Fund, with a minimum initial investment

of $25,000 or more over a 90-day period. Financial institutions may impose

different minimum investment requirements on their customers.



In connection with any sale, Federated Securities Corp. may from time to time

offer certain items of nominal value to any shareholder or investor. The Fund

reserves the right to reject any purchase request. An account must be

established at a financial institution or by completing, signing, and

returning the new account form available from the Fund before shares can be

purchased.



PURCHASING SHARES THROUGH A
FINANCIAL INSTITUTION
Investors may purchase shares through a financial institution which has a

sales agreement with the distributor. Orders are considered received when the

Fund receives payment by wire or converts payment by check from the financial

institution into federal funds. It is the financial institution's

responsibility to transmit orders promptly. Financial institutions may

charge additional fees for their services.



PURCHASING SHARES BY WIRE
   

Shares may be purchased by wire by calling the Fund before 5:00 p.m. (Eastern

time) to place an order. The order is considered received immediately.

Payment by federal funds must be received before 5:00 p.m. (Eastern time) in

order to begin earning dividends that same day. Federal funds should be wired

as follows: Federated Shareholder Services Company, c/o State Street Bank and

Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit to: Automated Cash

Management Trust--Cash II Shares; Fund Number (this number can be found on

the account statement or by contacting the Fund); Group Number or Order

Number; Nominee or Institution Name; and ABA Number 011000028. Shares cannot

be purchased by wire on holidays when wire transfers are restricted.

Questions on wire purchases should be directed to your shareholder services

representative at the telephone number listed on your account statement.

    

PURCHASING SHARES BY CHECK
Shares may be purchased by sending a check to Federated Shareholder Services

Company, P.O. Box 8600, Boston, MA 02266-8600. The check should be made

payable to Automated Cash Management Trust--Cash II Shares. Please include an

account number on the check. Orders by mail are considered received when

payment by check is converted into federal funds (normally the business day

after the check is received), and shares begin earning dividends the next

day.



INVEST-BY-PHONE
Once an account has been opened, a shareholder may use invest-by-phone for

investments if an authorization form has been filed with Federated

Shareholder Services Company, the transfer agent for shares of the Fund.

Approximately two weeks after sending the form to Federated Shareholder

Services Company, the shareholder may call Federated Shareholder Services

Company to purchase shares. Federated Shareholder Services Company will send

a request for monies to the shareholder's commercial bank, savings bank, or

credit union ("bank") via the Automated Clearing House ("ACH"). The

shareholder's bank, which must be an ACH member, will then forward the monies

to Federated Shareholder Services Company. The purchase is normally entered

the next business day after the initial phone request. For further

information and an application, call the Fund.


BY DIRECT DEPOSIT
Shareholders of the Fund may have their Social Security, Railroad Retirement,

VA Compensation or Pension, Civil Service Retirement, and certain other

retirement payments invested directly into their Fund account. Shareholders

must complete an application and file it with Federated Shareholder Services

Company prior to use of this program. Allow 60 to 90 days for the application

to be processed.



AUTOMATIC INVESTMENTS
Investors may establish accounts with their financial institutions to have

cash accumulations automatically invested in the Fund. The investments may be

made on predetermined dates or when the investor's account reaches a certain

level. Participating financial institutions are responsible for prompt

transmission of orders relating to the program, and they may charge for their

services. Investors should read this prospectus along with the financial

institution's agreement or literature describing these services and fees.



SUBACCOUNTING SERVICES
Financial institutions are encouraged to open single master accounts. A

subaccounting system is available through the transfer agent to minimize

internal recordkeeping requirements. The transfer agent charges a fee based

on the level of subaccounting services rendered. Financial institutions may

charge or pass through subaccounting fees as part of or in addition to normal

trust or agency account fees. They may also charge fees for other services

provided which may be related to the ownership of Fund shares. This

prospectus should, therefore, be read together with any agreement between the

customer and the financial institution with regard to the services provided,

the fees charged for those services, and any restrictions and limitations

imposed.



SPECIAL PURCHASE FEATURES
SYSTEMATIC INVESTMENT PROGRAM
A minimum of $100 can be automatically withdrawn periodically from the

shareholder's checking account at an ACH member and invested in Fund shares.

Shareholders should contact their financial institution or the Fund to

participate in this program.


HOW TO REDEEM SHARES

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

Shareholder Services Company receives the redemption request. Redemptions

will be made on days on which the Fund computes its net asset value.

Redemption requests must be received in proper form and can be made as

described below.



REDEEMING SHARES THROUGH A
FINANCIAL INSTITUTION
Shares may be redeemed by contacting the shareholder's financial

institution. Shares will be redeemed at the net asset value next determined

after Federated Shareholder Services Company receives the redemption

request. According to the shareholder's instructions, redemption proceeds

can be sent to the financial institution or to the shareholder by check or by

wire. The financial institution is responsible for promptly submitting

redemption requests and providing proper written redemption instructions.

Customary fees and commissions may be charged by the financial institution

for this service.



REDEEMING SHARES BY TELEPHONE
   

Redemptions in minimum amounts of $1,000 may be made by calling the Fund

provided the Fund has a properly completed authorization form. These forms

can be obtained from Federated Securities Corp. Proceeds from redemption

requests received before 5:00 p.m. (Eastern time) will be wired the same

day to the shareholder's account at a domestic commercial bank which is a

member of the Federal Reserve System, but will not include that day's dividend.
Proceeds from redemption requests after that time include that day's dividend,

but will be wired the following business day. Proceeds from redeemed shares

purchased by check or through ACH will not be wired until that method of

payment has cleared. Proceeds from redemption requests on holidays when wire

transfers are restricted will be wired the following business day. Questions

about telephone redemptions on days when wire transfers are restricted should

be directed to your shareholder services representative at the telephone

number listed on your account statement.

    



Telephone instructions may be recorded and if reasonable procedures

are not followed by the Fund, it may be liable for losses due to

unauthorized or fraudulent telephone instructions.



In the event of drastic economic or market changes, a shareholder

may experience difficulty in redeeming by telephone. If this

occurs, "Redeeming Shares by Mail" should be considered. If at any

time the Fund shall determine it necessary to terminate or mod

ify the telephone redemption privilege, shareholders would be

promptly notified.



REDEEMING SHARES BY MAIL
Shares may be redeemed in any amount by mailing a written request

to: Federated Shareholder Services Company, P.O. Box 8600,

Boston, MA 02266-8600. If share certificates have been issued,

they should be sent unendorsed with the written request by registered

or certified mail to the address noted above.



The written request should state: the Fund name and the class designation;

the account name as registered with the Fund; the account number; and the

number of shares to be redeemed or the dollar amount requested. All owners of

the account must sign the request exactly as the shares are registered.

Normally, a check for the proceeds is mailed within one business day, but in

no event more than seven days, after the receipt of a proper written

redemption request. Dividends are paid up to and including the day that a

redemption request is processed.



Shareholders requesting a redemption of any amount to be sent to an

address other than that on record with the Fund or a redemption

payable other than to the shareholder of record must have their

signatures guaranteed by a commercial or savings bank, trust company, or

savings association whose deposits are insured by an organization

which is administered by the Federal Deposit Insurance Corporation; a

member firm of a domestic stock exchange; or any other "eligible

guarantor institution," as defined in the Securities Exchange Act of

1934. The Fund does not accept signatures guaranteed by a notary public.



SPECIAL REDEMPTION FEATURES
CHECK WRITING
Upon request, a checking account will be established to allow

shareholders to redeem their Fund shares. Shareholder accounts will

continue to receive the daily dividend declared on the shares to be

redeemed until the check is presented to UMB Bank, N.A., the bank

responsible for administering the check writing program, for payment.

However, checks should never be made payable or sent to UMB

Bank, N.A. or the Fund to redeem shares, and a check may not

be written to close an account.



DEBIT CARD
Upon request, a debit account will be established. This account allows

shareholders to redeem shares by using a debit card. A fee will be charged to

the account for this service.



SYSTEMATIC WITHDRAWAL PROGRAM
If a shareholder's account has a value of at least $25,000, other than

retirement accounts subject to required minimum distributions, a systematic

withdrawal program may be established whereby automatic redemptions are made

from the account and transferred electronically to any commercial bank,

savings bank, or credit union that is an ACH member. Shareholders may apply

for participation in this program through their financial institutions or the

Fund.




ACCOUNT AND SHARE INFORMATION

DIVIDENDS
Dividends are declared daily and paid monthly. Dividends are automatically

reinvested on payment dates in additional shares of the Fund unless cash

payments are requested by writing to the Fund. Shares purchased by wire

before 5:00 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.



ACCOUNT ACTIVITY
Shareholders will receive periodic statements reporting all account

activity, including dividends paid. The Fund will not issue share

certificates.



ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, the Fund may

redeem shares in any account, except accounts maintained by retirement plans,

and pay the proceeds to the shareholder if the account balance falls below a

required minimum value of $25,000 due to shareholder redemptions. Before

shares are redeemed to close an account, the shareholder is notified in

writing and allowed 30 days to purchase additional shares to meet the minimum

requirement.



VOTING RIGHTS
Each share of the Trust owned by a shareholder gives that shareholder one

vote in Trustee elections and other matters submitted to shareholders for

vote. All shares of all classes of each portfolio in the Trust have equal

voting rights, except that in matters affecting only a particular portfolio

or class, only shareholders of that portfolio or class are entitled to vote.

The Trust is not required to hold annual shareholder meetings. Shareholder

approval will be sought only for certain changes in the Trust's or the Fund's

operation and for election of Trustees under certain circumstances.



Trustees may be removed by the Trustees or by shareholders at a special

meeting. A special meeting shall be called by the Trustees upon the written

request of shareholders owning at least 10% of the outstanding shares of the

Trust.


TAX INFORMATION

FEDERAL INCOME TAX
The Fund will pay no federal income tax because it expects to meet

requirements of the Internal Revenue Code applicable to regulated investment

companies and to receive the special tax treatment afforded to such

companies. The Fund will be treated as a single, separate entity for federal

income tax purposes so that income (including capital gains) and losses

realized by the Trust's other portfolios will not be combined for tax

purposes with those realized by the Fund.



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.



STATE AND LOCAL TAXES
Shareholders are urged to consult their own tax advisers regarding the status

of their accounts under state and local tax laws.


OTHER CLASSES OF SHARES

The Fund also offers another class of shares. Institutional Service Shares

are sold at net asset value primarily to retail and private banking customers

of financial institutions and are subject to a minimum initial investment of

$25,000.



Both classes are subject to certain of the same expenses.



Institutional Service Shares are distributed with no 12b-1 Plan but are

subject to shareholder services fees.



Expense differences between classes may affect the performance of each class.



To obtain more information and a prospectus for Institutional Service Shares,

investors may call 1-800-341-7400.


PERFORMANCE INFORMATION

   

From time to time, the Fund advertises its yield, effective yield, and total

return. The performance figures will be calculated separately for each class

of shares.

    



Yield represents the annualized rate of income earned on an investment over a

seven-day period. It is the annualized dividends earned during the period on

an investment shown as a percentage of the investment. The effective yield is

calculated similarly to the yield, but when annualized, the income earned by

an investment is assumed to be reinvested daily. The effective yield will be

slightly higher than the yield because of the compounding effect of this

assumed reinvestment.



Total return represents the change, over a specified period of time,

in the value of an investment in the shares after reinvesting all

income distributions. It is calculated by dividing that change by the

initial investment and is expressed as a percentage.



From time to time, advertisements for the Fund may refer to ratings,

rankings, and other information in certain financial publications and/or

compare the Fund's performance to certain indices.

   

LAST MEETING OF SHAREHOLDERS

A Special Meeting of shareholders of Money Market Obligations Trust was held

on April 23, 1998. On February 24, 1998, the record date for shareholders

voting at the meeting, there were 28,912,813,604 total outstanding shares.

The following items were considered by shareholders of the Trust and the

results of their voting were as follows:


AGENDA ITEM 1: To elect Trustees.*



<TABLE>

<CAPTION>

                                  SHARES VOTED FOR       SHARES WITHHELD AUTHORITY
<S>                               <C>                          <C>
Thomas G Bigley                     17,186,131,753                91,735,736
John T. Conroy, Jr.                 17,186,450,467                91,417,022
Peter E. Madden                     17,187,792,175                90,075,314
John E. Murray, Jr., J.D., S.J.D.   17,187,671,030                90,196,459
</TABLE>



On February 24, 1998, the record date for shareholders of Automated Cash

Management Trust voting at the meeting, there were 28,912,813,604 total

outstanding shares. The following items were considered by shareholders of

the Fund and the results of their voting were as follows:



AGENDA ITEM 2: To approve or disapprove an amendment in the Fund's

fundamental investment policy on diversification of its investments.



The results of shareholders voting were as follows:

<TABLE>

<CAPTION>



SHARES VOTED FOR      SHARES VOTED AGAINST SHARES ABSTAIN   BROKER NON-VOTE
<S>                      <C>                <C>             <C>
   1,065,215,819           76,204,328         32,578,757       13,056,789
</TABLE>



AGENDA ITEM 3: To approve or disapprove amending and changing from

fundamental to an operating policy the Fund's ability to invest in restricted

securities.



The results of shareholders voting were as follows:

<TABLE>

<CAPTION>

SHARES VOTED FOR       SHARES VOTED AGAINST SHARES ABSTAIN   BROKER NON-VOTE
<S>                      <C>                <C>             <C>
   1,049,128,458           90,756,639         34,113,806       13,056,790
</TABLE>



AGENDA ITEM 4: To approve or disapprove removing the Fund's fundamental

investment policy on investing in new issuers.



The results of shareholders voting were as follows:

<TABLE>

<CAPTION>

SHARES VOTED FOR      SHARES VOTED AGAINST SHARES ABSTAIN   BROKER NON-VOTE
<S>                      <C>                <C>             <C>
   1,051,095,975           88,245,518        34,657,411      13,056,789
</TABLE>



AGENDA ITEM 5: To approve or disapprove removing the Fund's fundamental

investment policy on investing in options.



The results of shareholders voting were as follows:

<TABLE>

<CAPTION>



SHARES VOTED FOR     SHARES VOTED AGAINST SHARES ABSTAIN   BROKER NON-VOTE
<S>                      <C>                <C>             <C>
   1,026,930,114         111,516,885        35,551,904      13,056,790
</TABLE>



 * The following Trustees of the Trust continued their terms as
Trustees of the Trust: John F. Donahue, William J. Copeland, J.
Christopher Donahue, James E. Dowd,
Esq., Lawrence D. Ellis, M.D., Edward L. Flaherty, Jr., Esq.,
Wesley W. Posvar, and Marjorie P. Smuts.
    




FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES

AUTOMATED CASH MANAGEMENT TRUST
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on the

inside back cover.

   

<TABLE>

<CAPTION>

                                                    THREE

                                                    MONTHS

                                                    ENDED

                        YEAR ENDED JULY 31,         JULY 31,                            YEAR ENDED APRIL 30,

                     1998      1997       1996      1995(A)    1994       1993       1992       1991       1990     1989     1988

<S>                <C>        <C>        <C>        <C>       <C>        <C>        <C>        <C>        <C>      <C>      <C>

NET ASSET

VALUE

BEGINNING OF

PERIOD          $ 1.00     $ 1.00     $ 1.00     $ 1.00    $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00   $ 1.00   $ 1.00

INCOME FROM

INVESTMENT

OPERATIONS

Net investment
income            0.05       0.05       0.05       0.01      0.03       0.03       0.05       0.07       0.08     0.08   0.07
LESS

DISTRIBUTIONS

Distributions
from net
investment
income           (0.05)     (0.05)     (0.05)     (0.01)    (0.03)     (0.03)     (0.05)     (0.07)     (0.08)   (0.08) (0.07)
NET ASSET

VALUE,

END OF PERIOD   $ 1.00     $ 1.00     $ 1.00     $ 1.00    $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00   $ 1.00   $ 1.00

TOTAL RETURN(B)   5.25%      5.09%      5.20%      1.42%     2.84%      3.11%      5.02%      7.52%      8.69%    8.20%    6.72%

RATIOS TO

AVERAGE NET

ASSETS

Expenses          0.59%      0.58%      0.57%      0.57%*    0.57%      0.56%      0.56%      0.55%      0.55%    0.55%    0.55%
Net investment
income            5.13%      4.97%      5.08%      5.60%*    2.80%      3.07%      4.88%      7.23%      8.32%    7.93%    6.53%
Expense
waiver/
reimbursement
(C)               0.30%      0.33%      0.31%      0.40%*    0.07%      0.04%      0.03%      0.12%      0.09%    0.10%    0.04%

SUPPLEMENTAL

DATA

Net assets,
end of period
(000 omitted) $1,734,061 $1,378,982 $1,274,419 $1,141,043  $975,453 $1,172,170 $1,220,212 $1,464,710 $1,164,013 $943,136 $924,558
</TABLE>

    

 * Computed on an annualized basis.



 (a) For the period from May 1, 1995 to July 31, 1995, the Fund was reorganized

into Money Market Obligations Trust effective July 30, 1994. The Fund

changed its fiscal year-end from April 30, to July 31, effective October

27, 1994.



 (b) Based on net asset value, which does not reflect the sales charge or

contingent deferred sales charge, if applicable.



 (c) This voluntary expense decrease is reflected in both the expense and net

investment income ratios shown above.



(See Notes which are an integral part of the Financial Statements)

PORTFOLIO OF INVESTMENTS

AUTOMATED CASH MANAGEMENT TRUST

JULY 31, 1998

   

<TABLE>

<CAPTION>



PRINCIPAL
 AMOUNT                                                                                                     VALUE
<S>                                                                                               <C>
(A)COMMERCIAL PAPER--45.9%
BANKING--14.4%
 $ 50,000,000 Aspen Funding Corp., (Guaranteed by Deutsche Bank, AG), 5.550% - 5.687%,
              8/3/1998 - 8/24/1998                                                                     $   49,951,903
   26,000,000 Commonwealth Bank of Australia, Sydney, 5.645%, 11/12/1998                                   25,591,605
   40,000,000 Cregem North America, Inc., (Guaranteed by Credit Communal de Belgique, Brussles),
              5.500% - 5.515%, 11/9/1998 - 11/17/1998                                                      39,350,872
  123,300,000 Gotham Funding Corp., 5.680% - 5.720%, 8/7/1998 - 8/26/1998                                 123,015,880
   20,000,000 J.P. Morgan & Co., Inc., 5.450%, 12/31/1998                                                  19,539,778
   15,000,000 Svenska Handelsbanken, Inc., (Guaranteed by Svenska Handelsbanken, Stockholm), 5.645%,
              11/12/1998                                                                                   14,764,388
   80,000,000 UBS Finance (Delaware), Inc., (Guaranteed by Union Bank of Switzerland, Zurich),
              5.450% - 5.520%, 8/7/1998 - 12/31/1998                                                       78,489,211
              Total                                                                                       350,703,637
BROKERAGE--4.9%
   42,000,000 Credit Suisse First Boston, Inc., 5.510% - 5.520%, 8/20/1998 - 9/17/1998                     41,783,474
   35,000,000 Merrill Lynch & Co., Inc., 5.520%, 8/24/1998                                                 34,876,567
   44,000,000 Morgan Stanley Group, Inc., 5.520%, 8/31/1998                                                43,797,600
              Total                                                                                       120,457,641
CONSUMER PRODUCTS--1.2%
   30,000,000 Diageo Capital PLC, 5.450%, 12/29/1998                                                       29,318,750
FINANCE - AUTOMOTIVE--2.4%
   35,000,000 Chrysler Financial Corp., 5.530%, 9/14/1998                                                  34,763,439
   25,000,000 General Motors Acceptance Corp., 5.512%, 10/27/1998                                          24,666,983
              Total                                                                                        59,430,422
FINANCE - COMMERCIAL--17.7%
   13,000,000 Asset Securitization Cooperative Corp., 5.520%, 10/30/1998                                   12,820,600
   25,000,000 CIT Group Holdings, Inc., 5.520%, 8/17/1998                                                  24,938,667
   25,000,000 Corporate Asset Funding Co., Inc. (CAFCO), 5.520%, 10/23/1998                                24,681,833
  110,000,000 General Electric Capital Corp., 5.380% - 5.680%, 8/3/1998 - 2/4/1999                        109,060,081
   78,425,000 Greenwich Funding Corp., 5.520% - 5.540%, 8/25/1998 - 9/14/1998                              78,088,507
   15,000,000 Falcon Asset Securitization Corp., 5.550%, 8/21/1998                                         14,953,750
   40,000,000 PREFCO-Preferred Receivables Funding Co., 5.550% - 5.570%, 8/17/1998 - 9/3/1998              39,855,579
</TABLE>
    
AUTOMATED CASH MANAGEMENT TRUST
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                      VALUE
<S>                                                                                                  <C>
(A)COMMERCIAL PAPER--CONTINUED
FINANCE - COMMERCIAL--CONTINUED
$  15,000,000 Receivables Capital Corp., 5.550%, 8/25/1998                                            $    14,944,500
  111,000,000 Sheffield Receivables Corp., 5.525% - 5.600%, 8/3/1998 - 9/3/1998                           110,648,260
              Total                                                                                       429,991,777
FINANCE - RETAIL--4.4%
   25,000,000 Associates Corp. of North America, 5.600%, 8/3/1998                                          24,992,222
   12,725,000 CommoLoCo, (Guaranteed by American General Finance Corp.), 5.470%, 10/15/1998                12,579,988
   50,000,000 Household Finance Corp., 5.690%, 8/3/1998                                                    49,984,194
   20,000,000 New Center Asset Trust, A1+/P1 Series, 5.500%, 8/11/1998                                     19,969,444
              Total                                                                                       107,525,848
INSURANCE--0.9%
   23,000,000 CXC, Inc., 5.520%, 8/10/1998                                                                 22,968,260
              TOTAL COMMERCIAL PAPER                                                                    1,120,396,335
SHORT-TERM NOTES--7.6%
BANKING--1.4%
    4,500,000 SALTS II Cayman Islands Corp., (Bankers Trust International, PLC), 5.737%, 6/17/1999          4,500,000
   30,000,000 SALTS III Cayman Island Corp., (Bankers Trust International, PLC), 5.818% - 5.850%,
              12/18/98 -1/23/1999                                                                          30,000,000
              Total                                                                                        34,500,000
BROKERAGE--0.8%
   20,000,000 Goldman Sachs Group, LP, 5.687%, 10/26/1998                                                  20,000,000
FINANCE - AUTOMOTIVE--2.0%
    5,658,426 Chase Manhattan Auto Owner Trust 1998-B, Class A-1, 5.578%, 5/10/1999                         5,658,426
   11,686,827 Chase Manhattan Auto Owner Trust 1998-C, Class A-1, 5.588%, 7/9/1999                         11,685,618
    6,000,000 Compass Auto Receivables Trust 1998-A, Class A-1, 5.659%, 7/15/1999                           6,000,000
   25,000,000 Ford Credit Auto Owner Trust 1998-C, Class A-2, 5.670%, 6/15/1999                            25,000,000
      120,186 MMCA Auto Owner Trust 1997-1, Class A-1, 5.630%, 11/15/1998                                     120,179
              Total                                                                                        48,464,223
FINANCE - COMMERCIAL--0.8%
   15,000,000 Beta Finance, Inc., 5.790%, 4/8/1999                                                         14,998,973
    5,000,000 (e)Triangle Funding Ltd., 5.687%, 11/16/1998                                                  5,000,000
              Total                                                                                        19,998,973
FINANCE - EQUIPMENT--0.6%
    2,089,824 Caterpillar Financial Asset Trust 1997-B, Class A-1, 5.805%, 11/25/1998                       2,089,824
</TABLE>
    
AUTOMATED CASH MANAGEMENT TRUST
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<S>                                                                                                <C>
SHORT-TERM NOTES--CONTINUED
FINANCE - EQUIPMENT--CONTINUED
$   3,651,026 Capita Equipment Receivables Trust 1997-1, Class A-1, 5.800%, 12/15/1998                $     3,650,762
    7,501,199 Green Tree Lease Finance 1997-1 LLC, Class A1, 5.906%, 1/20/1999                              7,501,199
              Total                                                                                        13,241,785
INSURANCE--1.5%
   11,422,869 ContiMortgage Home Equity Loan Trust 1998-2, Class A-1,
(Guaranteed by MBIA), 5.648%, 6/15/1999 11,422,869
   12,864,404 WFS Financial 1998-A Owner Trust, Class A-1, (Guaranteed by FSA), 5.618%, 2/20/1999          12,864,404
   13,200,000 WFS Financial 1998-B Owner Trust, Class A-1, (Guaranteed by FSA), 5.658%, 7/20/1999          13,200,000
              Total                                                                                        37,487,273
RECREATION--0.5%
   11,492,809 GreenTree Recreational, Equipment & Consumer Trust 1998-B, Class
A-1, 5.668%,
              7/15/1999                                                                                    11,492,809
              TOTAL SHORT-TERM NOTES                                                                      185,185,063
CERTIFICATE OF DEPOSIT--7.8%
BANKING--7.8%
   28,000,000 Bankers Trust Co., New York, 5.610% - 5.880%, 10/13/1998 - 5/21/1999                         27,998,251
   30,000,000 Bank of Nova Scotia, Toronto, 5.870%, 4/29/1999                                              29,985,080
   10,000,000 Canadian Imperial Bank of Commerce, Toronto, 5.800%, 4/1/1999                                 9,996,175
   10,000,000 Rabobank Nederland, Utrecht, 5.700%, 1/7/1999                                                 9,994,704
   10,000,000 Svenska Handelsbanken, Stockholm, 5.800%, 4/6/1999                                            9,997,074
  101,000,000 Societe Generale, Paris, 5.690% - 5.970%, 8/13/1998 - 4/28/1999                             100,982,340
              TOTAL CERTIFICATE OF DEPOSIT                                                                188,953,624
LOAN PARTICIPATION--1.3%
FINANCE - EQUIPMENT--1.3%
   31,000,000 PITNEY BOWES CREDIT CORP., 5.675%, 8/10/1998                                                 30,956,228
(B)VARIABLE RATE INSTRUMENTS--23.9%
BANKING--8.0%
   48,000,000 Bankers Trust Co., New York, 5.690%, 8/3/1998                                                47,972,421
    6,000,000 Beverly California Corp., (PNC Bank, N.A. LOC), 5.639%, 8/3/1998                              6,000,000
    4,600,000 Development Authority of Richmond Cty., GA, (PNC Bank, N.A. LOC), 5.639%, 8/3/1998            4,600,000
   20,988,923 (e)Liquid Asset Backed Securities Trust, Series 1997-1, (Westdeutsche Landesbank
              Girozentrale Swap Agreement), 5.656%, 8/19/1998                                              20,988,923
   60,000,000 (e)Liquid Asset Backed Securities Trust, Series 1996-3, (Westdeutsche Landesbank
              Girozentrale Swap Agreement), 5.676%, 8/15/1998                                              60,000,000
</TABLE>
    
AUTOMATED CASH MANAGEMENT TRUST
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                       VALUE
<S>                                                                                               <C>
(B)VARIABLE RATE INSTRUMENTS--CONTINUED
BANKING--CONTINUED
$  10,000,000 Long Lane Master Trust III, Series 1997-C, 5.749%, 8/3/1998                             $    10,000,000
    6,500,000 Massachusetts IFA, (Kendell Square), (PNC Bank, N.A. LOC), 5.639%, 8/3/1998                   6,500,000
   30,404,684 (e)Rabobank Optional Redemption Trust, Series 1997-101, 5.688%, 10/15/1998                   30,404,684
    2,701,000 Vista Funding Corp., Series 1996-A, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998              2,701,000
    5,250,000 Wendys of Las Vegas and San Antonio, (Huntington National Bank, Columbus, OH LOC),
              5.670%, 8/6/1998                                                                              5,250,000
              Total                                                                                       194,417,028
 ELECTRICAL EQUIPMENT--0.9%
    2,625,609 Marta Leasing Ltd., (Guaranteed by General Electric Co.), 5.639%, 8/3/1998                    2,625,609
   20,181,046 Northwest Airlines, Inc., (Guaranteed by General Electric Co.), 5.639%, 8/3/1998             20,181,046
              Total                                                                                        22,806,655
 FINANCE - RETAIL--2.9%
   40,000,000 (e)Associates Corp. of North America, 5.710%, 8/3/1998                                       39,991,722
   30,000,000 Carco Auto Loan Master Trust 1993-2, Class A1, 5.605%, 8/17/1998                             30,000,000
              Total                                                                                        69,991,722
 INSURANCE--12.1%
   94,500,000 General American Life Insurance Co., 5.850%, 8/23/1998                                       94,500,000
   30,000,000 Jackson National Life Insurance Co., 5.758%, 8/1/1998                                        30,000,000
   46,945,177 (e)Liquid Asset Backed Securities Trust, Series 1997-3 Senior Notes, (Guaranteed by
              AMBAC), 5.658%, 9/28/1998                                                                    46,945,177
   25,000,000 Peoples Security Life Insurance Company, 5.840%, 8/1/1998                                    25,000,000
   25,000,000 SunAmerica Life Insurance Company, 5.758%, 8/1/1998                                          25,000,000
   30,000,000 Transamerica Occidental Life Insurance Co., 5.729%, 8/1/1998                                 30,000,000
   44,000,000 Travelers Insurance Company, 5.739%, 8/1/1998                                                44,000,000
              Total                                                                                       295,445,177
              TOTAL VARIABLE RATE INSTRUMENTS                                                             582,660,582
(A)TIME DEPOSIT--4.5%
BANKING--4.5%
   35,000,000 Mellon Bank N.A., Pittsburgh, 5.687%, 8/3/1998                                               35,000,000
   25,000,000 Royal Bank of Canada, Montreal, 5.687%, 8/3/1998                                             25,000,000
   50,000,000 Toronto-Dominion Bank, 5.687%, 8/3/1998                                                      50,000,000
              TOTAL TIME DEPOSIT                                                                          110,000,000
</TABLE>
    
AUTOMATED CASH MANAGEMENT TRUST
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                      VALUE
<S>                                                                                              <C>
(C) REPURCHASE AGREEMENTS--8.4%
$  35,800,000 ABN AMRO Chicago Corp., 5.690%, dated 7/31/1998, due 8/3/1998                           $    35,800,000
   10,000,000 Donaldson, Lufkin and Jenrette Securities Corp., 5.620%, dated 7/31/1998, due 8/3/1998       10,000,000
   10,000,000 First Union Capital Markets, 5.630%, dated 7/31/1998, due 8/3/1998                           10,000,000
   50,000,000 Goldman Sachs Group, LP, 5.700%, dated 7/31/1998, due 8/3/1998                               50,000,000
   50,000,000 HSBC Securities, Inc., 5.690%, dated 7/31/1998, due 8/3/1998                                 50,000,000
   50,000,000 Salomon Brothers, Inc., 5.690%, dated 7/31/1998, due 8/3/1998                                50,000,000
              TOTAL REPURCHASE AGREEMENTS                                                                 205,800,000
              TOTAL INVESTMENTS (AT AMORTIZED COST)(D)                                                 $2,423,951,832
</TABLE>

    

 (a) Each issue shows the rate of discount at the time of purchase.



 (b) Variable rate securities with current rate and next demand date.



 (c) The repurchase agreements are fully collateralized by U.S. government

and/or agency obligations based on market prices at the date of the

portfolio. The investments in the repurchase agreements are through

participation in joint accounts with other Federated funds.



 (d) Also represents cost for federal tax purposes.



 (e) Denotes a restricted security which is subjected to restrictions on resale

under Federal Securities laws. At July 31, 1998, these securities amounted

to $203,330,506 which represents 8.3% of net assets.

   

Note: The categories of investments are shown as a percentage of net assets

($2,437,816,049) at July 31, 1998.

    

The following acronyms are used throughout this portfolio:

   

AMBAC--American Municipal Bond Assurance Corporation FSA --Financial Security
Assurance IFA --Industrial Finance Authority LLC --Limited Liability Corporation
LOC --Letter of Credit LP --Limited Partnership MBIA --Municipal Bond Investors
Assurance PLC --Public Limited Company     

(See Notes which are an integral part of the Financial Statements)

STATEMENT OF ASSETS AND LIABILITIES

AUTOMATED CASH MANAGEMENT TRUST
   

JULY 31, 1998



<TABLE>

<CAPTION>

ASSETS
<S>                                                           <C>               <C>
Investments in repurchase agreements                                $  205,800,000
Investments in securities                                            2,218,151,832
Total investments in securities, at amortized cost and value                       $2,423,951,832
Cash                                                                                      367,772
Income receivable                                                                       9,449,946
Receivable for shares sold                                                              9,318,856
Prepaid expenses                                                                          116,099
Total assets                                                                        2,443,204,505
LIABILITIES:
Payable for shares redeemed                                                533,082
Income distribution payable                                              3,979,841
Accrued expenses                                                           875,533
Total liabilities                                                                       5,388,456
NET ASSETS for 2,437,816,049 shares outstanding                                    $2,437,816,049
NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PROCEEDS PER SHARE:
INSTITUTIONAL SERVICE SHARES:
$1,734,061,104 / 1,734,061,104 shares outstanding                                           $1.00
CASH II SHARES:
$703,754,945 / 703,754,945 shares outstanding                                               $1.00
</TABLE>

    

(See Notes which are an integral part of the Financial Statements)

STATEMENT OF OPERATIONS

AUTOMATED CASH MANAGEMENT TRUST
   

YEAR ENDED JULY 31, 1998

<TABLE>

<CAPTION>

<S>                                                  <C>                <C>             <C>
INVESTMENT INCOME:
Interest                                                                                   $131,156,654
EXPENSES:
Investment advisory fee $11,464,630 Administrative personnel and services fee
1,729,582 Custodian fees 156,339 Transfer and dividend disbursing agent fees and
expenses 867,245 Directors'/Trustees' fees 18,202 Auditing fees 12,798 Legal
fees 12,056 Portfolio accounting fees 166,265 Distribution services fee--Cash II
Shares 1,862,209 Shareholder services fee--Institutional Service Shares
3,870,106 Shareholder services fee--Cash II Shares 1,862,209 Share registration
costs 200,931 Printing and postage 127,777 Insurance premiums 70,445
Miscellaneous 38,079 Total expenses 22,458,873 Waivers-- Waiver of investment
advisory fee $(6,807,192) Waiver of distribution services fee--Cash II Shares
(648,049) Waiver of shareholder services fee--Institutional Service Shares
(108,363) Total waivers (7,563,604) Net expenses 14,895,269 Net investment
income $116,261,385 </TABLE>

    

(See Notes which are an integral part of the Financial Statements)



STATEMENT OF CHANGES IN NET ASSETS

AUTOMATED CASH MANAGEMENT TRUST
   
<TABLE>
<CAPTION>
                                                                                               YEAR ENDED JULY 31,
                                                                                               1998             1997
<S>                                                                               <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS--
Net investment income                                                                 $    116,261,385  $    91,687,662
DISTRIBUTIONS TO SHAREHOLDERS--
Distributions from net investment income
Institutional Service Shares                                                               (79,466,314)     (67,586,616)
Cash II Shares                                                                             (36,795,071)     (24,101,046)
Change in net assets resulting from distributions to shareholders                         (116,261,385)     (91,687,662)
SHARE TRANSACTIONS--
Proceeds from sale of shares                                                            12,100,055,296   10,582,198,767
Net asset value of shares issued to shareholders in payment of distributions declared       83,205,547       63,190,890
Cost of shares redeemed                                                                (11,849,693,675)  (9,815,560,140)
Change in net assets resulting from share transactions                                     333,567,168      829,829,517
Change in net assets                                                                       333,567,168      829,829,517
NET ASSETS:
Beginning of period                                                                      2,104,248,881    1,274,419,364
End of period                                                                         $  2,437,816,049  $ 2,104,248,881
</TABLE>
    

(See Notes which are an integral part of the Financial Statements)

NOTES TO FINANCIAL STATEMENTS

AUTOMATED CASH MANAGEMENT TRUST
   

JULY 31, 1998

    
ORGANIZATION
Money Market Obligations Trust (the "Trust") is registered under the

Investment Company Act of 1940, as amended (the "Act") as an open-end,

management investment company. The Trust consists of six portfolios. The

financial statements included herein are only those of Automated Cash

Management Trust (the "Fund"). The financial statements of the other

portfolios are presented separately. The assets of each portfolio are

segregated and a shareholder's interest is limited to the portfolio in which

shares are held. The investment objective of the Fund is stability of

principal and current income consistent with stability of principal.



The Fund offers two classes of shares: Institutional Service Shares and Cash

II Shares.



Effective September 27, 1996, the Trust added Cash II Shares.



SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently

followed by the Fund in the preparation of its financial statements. These

policies are in conformity with generally accepted accounting principles.



INVESTMENT VALUATIONS
The Fund uses the amortized cost method to value its portfolio securities in

accordance with Rule 2a-7 under the Act.



REPURCHASE AGREEMENTS
It is the policy of the Fund to require the custodian bank to take

possession, to have legally segregated in the Federal Reserve Book Entry

System, or to have segregated within the custodian bank's vault, all

securities held as collateral under repurchase agreement transactions.

Additionally, procedures have been established by the Fund to monitor, on a

daily basis, the market value of each repurchase agreement's collateral to

ensure that the value of collateral at least equals the repurchase price to

be paid under the repurchase agreement transaction.



The Fund will only enter into repurchase agreements with banks and other

recognized financial institutions, such as broker/dealers, which are deemed

by the Fund's adviser to be creditworthy pursuant to the guidelines and/or

standards reviewed or established by the Board of Trustees (the "Trustees").

Risks may arise from the potential inability of counterparties to honor the

terms of the repurchase agreement. Accordingly, the Fund could receive less

than the repurchase price on the sale of collateral securities.



INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS
Interest income and expenses are accrued daily. Bond premium and discount, if

applicable, are amortized as required by the Internal Revenue Code, as

amended (the "Code"). Distributions to shareholders are recorded on the ex-

dividend date.



FEDERAL TAXES
It is the Fund's policy to comply with the provisions of the Code applicable

to regulated investment companies and to distribute to shareholders each year

substantially all of its income. Accordingly, no provisions for federal tax

are necessary.



WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
The Fund may engage in when-issued or delayed delivery transactions. The Fund

records when-issued securities on the trade date and maintains security

positions such that sufficient liquid assets will be available to make

payment for the securities purchased. Securities purchased on a when-issued

or delayed delivery basis are marked to market daily and begin earning

interest on the settlement date.



RESTRICTED SECURITIES
Restricted securities are securities that may only be resold upon

registration under federal securities laws or in transactions exempt from

such registration. Many restricted securities may be resold in the secondary

market in transactions exempt from registration. In some cases, the

restricted securities may be resold without registration upon exercise of a

demand feature. Such restricted securities may be determined to be liquid

under criteria established by the Trustees. The Fund will not incur any

registration costs upon such resales. Restricted securities are valued at

amortized cost in accordance with Rule 2a-7 under the Investment Company Act

of 1940.

   

Additional information on each restricted security held at July 31, 1998 is

as follows:

<TABLE>

<CAPTION>

SECURITY                                                      ACQUISITION DATE  ACQUISITION COST
<S>                                                       <C>                  <C>
Associates Corp. of North America, 5.710%                          12/8/1997      $39,979,200
Liquid Asset Backed Securities Trust, Series 1996-3, 5.676%        8/15/1996       60,000,000
Liquid Asset Backed Securities Trust, Series 1997-1, 5.656%        2/19/1997       20,988,923
Liquid Asset Backed Securities Trust, Series 1997-3, 5.658%        6/27/1997       46,945,177
Rabobank Optional Redemption Trust, Series 1997-101, 5.688%        4/17/1997       30,404,683
Triangle Funding Ltd., 5.687%                                      11/4/1997        5,000,000
</TABLE>

    



USE OF ESTIMATES
The preparation of financial statements in conformity with generally

accepted accounting principles requires management to make estimates and

assumptions that affect the amounts of assets, liabilities, expenses and

revenues reported in the financial statements. Actual results could differ

from those estimated.



OTHER
Investment transactions are accounted for on the trade date.



SHARES OF BENEFICIAL INTEREST
   

The Declaration of Trust permits the Trustees to issue an unlimited number of

full and fractional shares of beneficial interest (without par value) for

each class of shares. At July 31, 1998, capital paid-in aggregated

$2,437,816,049. Transactions in capital stock were as follows:

<TABLE>

<CAPTION>

                                                                           YEAR ENDED JULY 31,
INSTITUTIONAL SERVICE SHARES                                              1998           1997
<S>                                                              <C>             <C>
Shares sold                                                         7,692,911,743   7,323,418,360
Shares issued to shareholders in payment of distributions declared     48,454,343      41,494,370
Shares redeemed                                                    (7,386,286,934) (7,260,350,142)
Net change resulting from Institutional Service Share transactions    355,079,152     104,562,588
<CAPTION>
CASH II SHARES                                                         YEAR ENDED    PERIOD ENDED
<S>                                                             <C>             <C>
                                                                        JULY 31,       JULY 31,
                                                                          1998         1997(a)
Shares sold                                                         4,407,143,553   3,258,780,407
Shares issued to shareholders in payment of distributions declared     34,751,204      21,696,520
Shares redeemed                                                    (4,463,406,741) (2,555,209,998)
Net change resulting from Cash II Share transactions                  (21,511,984)    725,266,929
Net change resulting from share transactions                          333,567,168     829,829,517
</TABLE>



 (a) For the period from September 27, 1996 (date of initial public investment)
through July 31, 1997.

    

INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
INVESTMENT ADVISORY FEE
Federated Management, the Fund's investment adviser (the "Adviser"),

receives for its services an annual investment advisory fee equal to 0.50% of

the Fund's average daily net assets. The Adviser may voluntarily choose to

waive any portion of its fee. The Adviser can modify or terminate this

voluntary waiver at any time at its sole discretion.



ADMINISTRATIVE FEE
Federated Services Company ("FServ"), under the Administrative Services

Agreement, provides the Fund with administrative personnel and services. The

fee paid to FServ is based on the level of average aggregate daily net assets

of all funds advised by subsidiaries of Federated Investors, Inc. for the

period. The administrative fee received during the period of the

Administrative Services Agreement shall be at least $125,000 per portfolio

and $30,000 per each additional class of shares.



DISTRIBUTION SERVICES FEE
The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1

under the Act. Under the terms of the Plan, the Fund will compensate

Federated Securities Corp. ("FSC"), the principal distributor, from the net

assets of the Fund to finance activities intended to result in the sale of

the Fund's Class II Shares. The Plan provides that the Fund may incur

distribution expenses up to 0.25% of the average daily net assets of Cash II

Shares, annually, to compensate FSC. FSC may voluntarily choose to waive any

portion of its fee. FSC can modify or terminate this voluntary waiver at any

time at its sole discretion.



SHAREHOLDER SERVICES FEE
Under the terms of a Shareholder Services Agreement with Federated

Shareholder Services ("FSS"), the Fund will pay FSS up to 0.25% of average

daily net assets of the Fund for the period. The fee paid to FSS is used to

finance certain services for shareholders and to maintain shareholder

accounts. FSS may voluntarily choose to waive any portion of its fee. FSS can

modify or terminate this voluntary waiver at any time at its sole discretion.



TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES FServ, through its
subsidiary, Federated Shareholder Services Company

("FSSC") serves as transfer and dividend disbursing agent for the Fund. The

fee paid to FSSC is based on the size, type, and number of accounts and

transactions made by shareholders.



PORTFOLIO ACCOUNTING FEES
Fserv maintains the Fund's accounting records for which it receives a fee.

The fee is based on the level of the Fund's average daily net assets for the

period, plus out-of-pocket expenses.



GENERAL
Certain of the Officers and Trustees of the Trust are Officers and Directors

or Trustees of the above companies.

   

YEAR 2000 (UNAUDITED)
Similar to other financial organizations, the Fund could be adversely

affected if the computer systems used by the Fund's service providers do not

properly process and calculate date-related information and data from and

after January 1, 2000. The Fund's Adviser and Administrator are taking

measures that they believe are reasonably designed to address the Year 2000

issue with respect to computer systems that they use and to obtain reasonable

assurances that comparable steps are being taken by each of the Fund's other

service providers. At this time, however, there can be no assurance that

these steps will be sufficient to avoid any adverse impact to the Fund.


    

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of

MONEY MARKET OBLIGATIONS TRUST

(Automated Cash Management Trust):

   

We have audited the accompanying statement of assets and liabilities of

Automated Cash Management Trust (an investment port

folio of Money Market Obligations Trust, a Massachusetts business trust),

including the schedule of portfolio investments, as of

July 31, 1998, the related statement of operations for the year then

ended, the statement of changes in net assets for each of the

two years in the period then ended, and the financial highlights for

each of the two years in the period then ended, and for the

period from May 1, 1995, to July 31, 1995. These financial statements

and financial highlights are the responsibility of the

Trust's management. Our responsibility is to express an opinion on

these financial statements and financial highlights based on

our audits. The financial highlights for Automated Cash Management

Trust -- Institutional Service Shares for the periods ended

April 30, 1987, through April 30, 1994, were audited by other

auditors whose report dated June 9, 1994, expressed an unquali

fied opinion on those financial highlights.



We conducted our audits in accordance with generally accepted auditing

standards. Those standards require that we plan and perform

the audit to obtain reasonable assurance about whether the financial

statements and financial highlights are free of material misstate

ment. An audit includes examining, on a test basis, evidence supporting

the amounts and disclosures in the financial statements. Our

procedures included confirmation of securities owned as of July 31,

1998, by correspondence with the custodian and brokers. As to

confirmation replies not received, we carried out alternative auditing

procedures. An audit also includes assessing the accounting

principles used and significant estimates made by management, as well

as evaluating the overall financial statement presentation. We

believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements and financial highlights referred to

above present fairly, in all material respects, the financial position of

Automated Cash Management Trust (an investment portfolio of Money Market

Obligations Trust) as of July 31, 1998, the results of its operations for the

year then ended, the changes in its net assets for each of the two years in

the period then ended, and its financial highlights for the periods

presented, in conformity with generally accepted accounting principles.



ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania

September 25, 1998

    

[GRAPHIC]
Automated Cash Management Trust
(A Portfolio of Money Market Obligations Trust)
Cash II Shares
PROSPECTUS
SEPTEMBER 30, 1998

An Open-End Management Investment Company



AUTOMATED CASH MANAGEMENT TRUST

CASH II SHARES
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000


DISTRIBUTOR
Federated Securities Corp.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779


INVESTMENT ADVISER
Federated Management
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779


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


TRANSFER AGENT

AND DIVIDEND

DISBURSING AGENT
Federated Shareholder
Services Company
P.O. Box 8600
Boston, MA 02266-8600


INDEPENDENT

PUBLIC ACCOUNTANTS
Arthur Andersen LLP
2100 One PPG Place
Pittsburgh, PA 15222

Federated Securities Corp., Distributor
1-800-341-7400
www.federatedinvestors.com

Cusip 60934N831
G00554-03-CII (9/98)
[GRAPHIC]





AUTOMATED CASH MANAGEMENT TRUST

(A PORTFOLIO OF MONEY MARKET OBLIGATIONS TRUST)
CASH II SHARES
INSTITUTIONAL SERVICE SHARES

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information should be read with the prospectuses of
Automated Cash Management Trust (the "Fund"), a portfolio of Money Market
Obligations Trust (the "Trust") dated September 30, 1998. This Statement is not
a prospectus. You may request a copy of a prospectus or a paper copy of this
Statement, if you have received it electronically, free of charge by calling
1-800-341-7400.

   

AUTOMATED CASH MANAGEMENT TRUST
FEDERATED INVESTORS FUNDS
5800 CORPORATE DRIVE
PITTSBURGH, PA 15237-7000

    

Statement dated September 30, 1998

(graphic)
Federated Investors
Federated Investors, Inc.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
1-800-341-7400
www.federatedinvestors.com

Cusip 60934N864
Cusip 60934N831
G00554-02 (9/98)

(graphic)

TABLE OF CONTENTS
   
FUND HISTORY  1

INVESTMENT POLICIES  1

Acceptable Investments  1

U.S. Government Securities  1

Bank Instruments  1

Ratings  1

When-Issued and Delayed Delivery Transactions  1

Repurchase Agreements  1

Reverse Repurchase Agreements  2

Credit Enhancement  2

Restricted and Illiquid Securities  2

INVESTMENT LIMITATIONS  2

Selling Short and Buying on Margin  2

Issuing Senior Securities and Borrowing Money  2

Pledging Assets  2

Lending Cash or Securities  2

Investing in Commodities, Minerals, or Real Estate  3

Underwriting  3

Concentration of Investments  3

Acquiring Securities  3

Investing in Issuers Whose Securities are Owned
  by Officers and Trustees  3

Investing in Restricted and Illiquid Securities  3

Regulatory Compliance  3

MONEY MARKET OBLIGATIONS TRUST MANAGEMENT  4

Share Ownership  7

Trustee Compensation  8

Trustee Liability  8

INVESTMENT ADVISORY SERVICES  8

Investment Adviser  8

Advisory Fees  9

BROKERAGE TRANSACTIONS   9

OTHER SERVICES  9

Fund Administration  9

Custodian and Portfolio Accountant  9

Transfer Agent  9

Independent Public Accountants  9

Distribution Plan and Shareholder Services  10

DETERMINING NET ASSET VALUE  10

REDEMPTION IN KIND  10

MASSACHUSETTS PARTNERSHIP LAW   11

THE FUND'S TAX STATUS  11

PERFORMANCE INFORMATION  11

Yield  11

Effective Yield  11

Total Return  11

Performance Comparisons  12

Economic and Market Information  12

ABOUT FEDERATED INVESTORS, INC.  12

Mutual Fund Market  13

Institutional Clients  13

Bank Marketing  13

Broker/Dealers and Bank Broker/
  Dealer Subsidiaries  13
    
FUND HISTORY

Effective July 30, 1994, Automated Cash Management Trust was reorganized into an
investment portfolio of Money Market Obligations Trust. The Trust is registered
under the Investment Company Act of 1940 as an open-end, management investment
company. The Trust consists of six diversified portfolios.

INVESTMENT POLICIES

Unless indicated otherwise, the policies described below may not be changed by
the Board of Trustees (the "Trustees") without shareholder approval.
Shareholders will be notified before any material change in these policies
becomes effective.

ACCEPTABLE INVESTMENTS

When determining whether a security presents minimal credit risks, the
investment adviser will consider the creditworthiness of: the issuer of the
security; the issuer of any demand feature applicable to the security; or any
guarantor of either the security or any demand feature.

U.S. GOVERNMENT SECURITIES

The types of U.S. government securities in which the Fund may invest
generally include direct obligations of the U.S. Treasury (such as U.S.
Treasury bills, notes, and bonds) and obligations issued or guaranteed by
U.S. government agencies or instrumentalities. These securities are backed
by:

* the full faith and credit of the U.S. Treasury;

* the issuer's right to borrow from the U.S. Treasury;

* the discretionary authority of the U.S. government to purchase certain
obligations of agencies or instrumentalities; or

* the credit of the agency or instrumentality issuing the obligations.

BANK INSTRUMENTS

The instruments of banks and savings associations whose deposits are insured by
the Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund
("SAIF"), such as certificates of deposit, demand and time deposits, savings
shares, and bankers' acceptances, are not necessarily guaranteed by those
organizations. In addition to domestic bank instruments, the Fund may invest in:
Eurodollar Certificates of Deposit issued by foreign branches of U.S. or foreign
banks; Eurodollar Time Deposits, which are U.S. dollar-denominated deposits in
foreign branches of U.S. or foreign banks; Canadian Time Deposits, which are
U.S. dollar-denominated deposits issued by branches of major Canadian banks
located in the United States; and Yankee Certificates of Deposit, which are U.S.
dollar-denominated certificates of deposit issued by U.S. branches of foreign
banks and held in the United States.

RATINGS

An NRSRO's highest rating category is determined without regard for sub-
categories and gradations. For example, securities rated A-1 or A-1+ by
Standard & Poor's ("S&P"), Prime-1 by Moody's Investors Service, Inc.
("Moody's"), or F-1 (+ or -) by Fitch IBCA, Inc. ("Fitch") are all considered
rated in the highest short-term rating category. The Fund will follow
applicable regulations in determining whether a security rated by more than
one NRSRO can be treated as being in the highest short-term rating category;
currently, such securities must be rated by two NRSROs in their highest
rating category. See "Regulatory Compliance."

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 in a dollar
amount sufficient to make payment for the securities to be purchased are:
segregated on the Fund's records at the trade date; marked to market daily; and
maintained until the transaction is settled.

REPURCHASE AGREEMENTS

The Fund or its custodian will take possession of the securities subject to
repurchase agreements, and these securities will be marked to market daily. In
the event that a defaulting seller filed for bankruptcy or became insolvent,
disposition of such securities by the Fund might be delayed pending court
action. The Fund believes that under the regular procedures normally in effect
for custody of the Fund's portfolio securities subject to repurchase agreements,
a court of competent jurisdiction would rule in favor of the Fund and allow
retention or disposition of such securities. The Fund will only enter into
repurchase agreements with banks and other recognized financial institutions,
such as broker/dealers, which are deemed by the Fund's adviser to be
creditworthy pursuant to guidelines established by the Trustees.

REVERSE REPURCHASE AGREEMENTS

The Fund may also enter into reverse repurchase agreements. These transactions
are similar to borrowing cash. In a reverse repurchase agreement, the Fund
transfers possession of a portfolio instrument in return for a percentage of the
instrument's market value in cash and agrees that on a stipulated date in the
future the Fund will repurchase the portfolio instrument by remitting the
original consideration plus interest at an agreed-upon rate. The use of reverse
repurchase agreements may enable the Fund to avoid selling portfolio instruments
at a time when a sale may be deemed to be disadvantageous, but does not ensure
this result. However, liquid assets of the Fund, in a dollar amount sufficient
to make payment for the securities to be purchased, are: segregated on the
Fund's records at the trade date; marked to market daily; and maintained until
the transaction is settled.

CREDIT ENHANCEMENT

The Fund typically evaluates the credit quality and ratings of credit- enhanced
securities based upon the financial condition and ratings of the party providing
the credit enhancement (the "credit enhancer"), rather than the issuer. However,
credit-enhanced securities will not be treated as having been issued by the
credit enhancer for diversification purposes unless the Fund has invested more
than 10% of its assets in securities issued, guaranteed or otherwise credit
enhanced by the credit enhancer, in which case the securities will be treated as
having been issued by both the issuer and the credit enhancer. The Fund may have
more than 25% of its total assets invested in securities credit enhanced by
banks.

   

The following policy is non-fundamental and may be changed by the Trustees
without shareholder approval. Shareholders will be notified before any material
change in this policy becomes effective.

    

RESTRICTED AND ILLIQUID SECURITIES

The ability of the Trustees to determine the liquidity of certain restricted
securities is permitted under a Securities and Exchange Commission staff
position set forth in the adopting release for Rule 144A under the Securities
Act of 1933. The Trustees consider the following criteria in determining the
liquidity of certain restricted securities:

* the frequency of trades and quotes for the security;

* the number of dealers willing to purchase or sell the security and the number
of other potential buyers;

* dealer undertakings to make a market in the security; and

* the nature of the security and the nature of the marketplace trades.
   

INVESTMENT LIMITATIONS

    

SELLING SHORT AND BUYING ON MARGIN

The Fund will not sell any money market instruments short or purchase any money
market instruments on margin but may obtain such short-term credits as may be
necessary for clearance of purchases and sales of money market instruments.

ISSUING SENIOR SECURITIES AND BORROWING MONEY

The Fund will not issue senior securities except that the Fund may borrow money
directly or through reverse repurchase agreements in amounts up to one-third of
the value of its total assets, including the amounts borrowed.

The Fund will not borrow money or engage in reverse repurchase agreements for
investment leverage, but rather as a temporary, extraordinary, or emergency
measure or to facilitate management of the portfolio by enabling the Fund to
meet redemption requests when the liquidation of portfolio securities is deemed
to be inconvenient or disadvantageous. The Fund will not purchase any securities
while borrowings in excess of 5% of the value of its total assets are
outstanding.

PLEDGING ASSETS

The Fund will not mortgage, pledge, or hypothecate any assets except as
necessary to secure permitted borrowings. In those cases, it may mortgage,
pledge or hypothecate assets having a market value not exceeding the lesser of
the dollar amounts borrowed or 10% of the value of total assets at the time of
the borrowing.

LENDING CASH OR SECURITIES

The Fund will not lend any of its assets, except that it may purchase or hold
money market instruments, including repurchase agreements, permitted by its
investment objective and policies.

INVESTING IN COMMODITIES, MINERALS, OR REAL ESTATE

The Fund will not invest in commodities, commodity contracts, oil, gas, or other
mineral programs or real estate, except that it may purchase money market
instruments issued by companies that invest in or sponsor interests.

UNDERWRITING

The Fund will not underwrite any issue of securities except as it may be deemed
to be an underwriter under the Securities Act of 1933 in connection with the
sale of restricted securities which the Fund may purchase pursuant to its
investment objective, policies, and limitations.

CONCENTRATION OF INVESTMENTS

The Fund will not purchase money market instruments if, as a result of such
purchase, more than 25% of the value of its total assets would be invested in
one industry. However, investing in bank instruments (such as time and demand
deposits and certificates of deposit), U.S. government obligations, or
instruments secured by these money market instruments, such as repurchase
agreements, shall not be considered investments in any one industry.

ACQUIRING SECURITIES

The Fund will not acquire the voting securities of any issuer. It will not
invest in securities issued by any other investment company, except as part of a
merger, consolidation, or other acquisition. It will not invest in securities of
a company for the purpose of exercising control or management.

INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES

The Fund will not purchase or retain the securities of any issuer if the
officers and Trustees of the Trust or its investment adviser, owning
individually more than 0.50 of 1% of the issuer's securities, together
beneficially own more than 5% of the issuer's securities.

The above limitations cannot be changed without shareholder approval.

For purposes of the above limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings association having capital, surplus, and undivided profits in excess
of $100,000,000 at the time of investment to be "cash items." Except with
respect to borrowing money, if a percentage limitation is adhered to at the time
of investment, a later increase or decrease in percentage resulting from any
change in value or net assets will not result in a violation of such limitation.

The Fund did not borrow money or pledge securities in excess of 5% of the value
of its net assets during the last fiscal year and has no present intent to do so
during the coming fiscal year.

   

The following limitation can be changed by the Trustees without shareholder
approval. Shareholders will be notified before any material change becomes
effective.

    

INVESTING IN RESTRICTED AND ILLIQUID SECURITIES

The Trust will not invest more than 10% of the value of its net assets in
illiquid securities including certain restricted securities not determined to be
liquid under criteria established by the trustees and repurchase agreements
providing for settlement in more than seven days after notice.

REGULATORY COMPLIANCE

The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in the
prospectus and this Statement of Additional Information, in order to comply with
applicable laws and regulations, including the provisions of and regulations
under the Investment Company Act of 1940. In particular, the Fund will comply
with the various requirements of Rule 2a-7, which regulates money market mutual
funds. For example, with limited exceptions, Rule 2a-7 prohibits the investment
of more than 5% of the Fund's total assets in the securities of any one issuer,
although the Fund's investment limitation only requires such 5% diversification
with respect to 75% of its assets. The Fund will invest more than 5% of its
assets in any one issuer only under the circumstances permitted by Rule 2a-7.
The Fund also will determine the effective maturity of its investments, as well
as its ability to consider a security as having received the requisite
short-term ratings by NRSROs, according to Rule 2a-7. The Fund may change these
operational policies to reflect changes in the laws and regulations without the
approval of its shareholders.

MONEY MARKET OBLIGATIONS TRUST MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates, present
positions with Money Market Obligations Trust, and principal occupations.



John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924
Chairman and Trustee
   
Chief Executive Officer and Director or Trustee of the
Funds; Chairman and Director, Federated Investors, Inc.;
Chairman and Trustee, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director,
Federated Research Corp. and Federated Global Research
Corp.; Chairman, Passport Research, Ltd.; Mr. Donahue is the
father of J. Christopher Donahue, Executive Vice President
of the Trust.
    
Thomas G. Bigley
15 Old Timber Trail
Pittsburgh, PA
Birthdate: February 3, 1934
Trustee
Director or Trustee of the Funds; Director, Member of Executive Committee,
Children's Hospital of Pittsburgh; formerly, Senior Partner, Ernst & Young LLP;
Director, MED 3000 Group, Inc.; Director, Member of Executive Committee,
University of Pittsburgh.

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

William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate: July 4, 1918
Trustee
Director or Trustee of the Funds; Director and Member of the Executive
Committee, Michael Baker, Inc.; formerly, Vice Chairman and Director, PNC Bank,
N.A., and PNC Bank Corp.; Director, Ryan Homes, Inc.; Director, United Refinery;
Chairman, Pittsburgh Foundation; Director, Forbes Fund; Chairman, Pittsburgh
Civic Light Opera.

J. Christopher Donahue*
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
President and Trustee
   
President or Executive Vice President of the Funds;
President and Director, Federated Investors, Inc.; President
and Trustee, Federated Advisers, Federated Management, and
Federated Research; President and Director, Federated
Research Corp. and Federated Global Research Corp.;
President, Passport Research, Ltd.; Trustee, Federated
Shareholder Services Company and Federated Shareholder
Services; Director, Federated Services Company; Director or
Trustee of some of the Funds. Mr. Donahue is the son of John
F. Donahue, Chairman and Trustee of the Trust.
    
James E. Dowd, Esq.
571 Hayward Mill Road
Concord, MA
Birthdate: May 18, 1922
Trustee
Director or Trustee of the Funds; Attorney-at-law; Director,
The Emerging Germany Fund, Inc.; formerly, President, Boston
Stock Exchange, Inc.; Regional Administrator, United States
Securities and Exchange Commission.

Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932
Trustee
Director or Trustee of the Funds; Professor of Medicine, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center -
Downtown; Hematologist, Oncologist, and Internist, Presbyterian and Montefiore
Hospitals; formerly, Member, National Board of Trustees, Leukemia Society of
America.

Edward L. Flaherty, Jr., Esq. @
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate: June 18, 1924
Trustee
Director or Trustee of the Funds; Attorney, of Counsel, Miller, Ament, Henny &
Kochuba; Director, Eat'N Park Restaurants, Inc.; formerly, Counsel, Horizon
Financial, F.A., Western Region; Partner, Meyer and Flaherty.

Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
Birthdate: March 16, 1942
Trustee
Director or Trustee of the Funds; formerly, Representative, Commonwealth of
Massachusetts General Court; President, State Street Bank and Trust Company and
State Street Corporation; Director, VISA USA and VISA International; Chairman
and Director, Massachusetts Banker Association; Director, Depository Trust
Corporation.

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

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925
Trustee
Director or Trustee of the Funds; President, World Society for Ekistics, Athens;
Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., National Defense University and U.S. Space Foundation; President
Emeritus, University of Pittsburgh; Founding Chairman, National Advisory Council
for Environmental Policy and Technology, Federal Emergency Management Advisory
Board and Czech Management Center, Prague; formerly, Professor, United States
Military Academy; Professor, United States Air Force Academy.

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate: June 21, 1935
Trustee
Director or Trustee of the Funds; Public Relations/ Marketing/Conference
Planning; formerly, National Spokesperson, Aluminum Company of America; business
owner.

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

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

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


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

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


As referred to in the list of Trustees and Officers, "Funds" includes the

following investment companies:

111 Corcoran Funds; Arrow Funds; Automated Government Money Trust; Blanchard
Funds; Blanchard Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust
Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash
Trust; Federated Adjustable Rate U.S. Government Fund, Inc.; Federated American
Leaders Fund, Inc.; Federated ARMs Fund; Federated Equity Funds; Federated
Equity Income Fund, Inc.; Federated Fund for U.S. Government Securities, Inc.;
Federated GNMA Trust; Federated Government Income Securities, Inc.; Federated
Government Trust; Federated High Income Bond Fund, Inc.; Federated High Yield
Trust; Federated Income Securities Trust; Federated Income Trust; Federated
Index Trust; Federated Institutional Trust; Federated Insurance Series;
Federated Investment Portfolios; Federated Investment Trust; Federated Master
Trust; Federated Municipal Opportunities Fund, Inc.; Federated Municipal
Securities Fund, Inc.; Federated Municipal Trust; Federated Short-Term Municipal
Trust; Federated Short-Term U.S. Government Trust; Federated Stock and Bond
Fund, Inc.; Federated Stock Trust; Federated Tax-Free Trust; Federated Total
Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10 Years;
Federated Utility Fund, Inc.; First Priority Funds; Fixed Income Securities,
Inc.; High Yield Cash Trust; Intermediate Municipal Trust; International Series,
Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty Term
Trust, Inc.-1999; Liberty U.S. Government Money Market Trust; Liquid Cash Trust;
Managed Series Trust; Money Market Management, Inc.; Money Market Obligations
Trust; Money Market Obligations Trust II; Money Market Trust; Municipal
Securities Income Trust; Newpoint Funds; RIMCO Monument Funds; Targeted Duration
Trust; Tax-Free Instruments Trust; The Planters Funds; The Virtus Funds; Trust
for Financial Institutions; Trust for Government Cash Reserves; Trust for
Short-Term U.S. Government Securities; Trust for U.S. Treasury Obligations;
Wesmark Funds; and World Investment Series, Inc.

SHARE OWNERSHIP

Officers and Trustees as a group own less than 1% of the Fund.

   

As of September 3, 1998, the following shareholders of record owned 5% or more
of the outstanding Institutional Service Shares of the Fund: BHC Securities,
Inc., Philadelphia, Pennsylvania owned approximately 224,078,198 shares
(13.57%); and Fiduciary Trust Company International, New York, New York owned
approximately 157,803,000 shares (9.55%); Stephens, Inc., Little Rock, Arkansas
owned approximately 94,673,113 shares (5.73%); Var & Co., St. Paul, Minnesota,
owned approximately 87,236,299 shares (5.28%);

As of September 3, 1998, no shareholder of record owned 5% or more of the
outstanding Cash II Shares of the Fund.

    

TRUSTEE COMPENSATION
   
<TABLE>
<CAPTION>
 NAME,                                      AGGREGATE
 POSITION WITH                              COMPENSATION           TOTAL COMPENSATION PAID
 TRUST                                      FROM TRUST*#           FROM FUND COMPLEX+
<S>                                        <C>                  <C>
John F. Donahue
 Chairman and Trustee                          $0                  $0 for the Trust and
                                                                   56 other investment companies in the Fund Complex
Thomas G. Bigley
 Trustee                                       $18,351             $111,222 for the Trust and
                                                                   56 other investment companies in the Fund Complex
John T. Conroy, Jr.
 Trustee                                       $20,189             $122,362 for the Trust and
                                                                   56 other investment companies in the Fund Complex
William J. Copeland
 Trustee                                       $20,189             $122,362 for the Trust and
                                                                   56 other investment companies in the Fund Complex
J. Christopher Donahue
 President and Trustee                        $0                   $0 for the Trust and
                                                                   18 other investment companies in the Fund Complex
James E. Dowd, Esq.
 Trustee                                       $20,189             $122,362 for the Trust and
                                                                   56 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.
 Trustee                                       $18,351             $111,222 for the Trust and
                                                                   56 other investment companies in the Fund Complex
Edward L. Flaherty, Jr., Esq.
 Trustee                                       $20,189             $122,362 for the Trust and
                                                                   56 other investment companies in the Fund Complex
Peter E. Madden
 Trustee                                       $18,351             $111,222 for the Trust and
                                                                   56 other investment companies in the Fund Complex
John E. Murray, Jr., J.D., S.J.D.
 Trustee                                       $18,351             $111,222 for the Trust and
                                                                   56 other investment companies in the Fund Complex
Wesley W. Posvar
 Trustee                                       $18,351             $111,222 for the Trust and
                                                                   56 other investment companies in the Fund Complex
Marjorie P. Smuts
 Trustee                                       $18,351             $111,222 for the Trust and
                                                                   56 other investment companies in the Fund Complex
</TABLE>
    


 * Information is furnished for the fiscal year ended July 31, 1998.

 # The aggregate compensation is provided for the Trust which is comprised of
six portfolios.

 + The information is provided for the last calendar year.

TRUSTEE LIABILITY

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

INVESTMENT ADVISORY SERVICES

INVESTMENT ADVISER

The Fund's investment adviser is Federated Management. It is a subsidiary of
Federated Investors, Inc.. All the voting securities of Federated Investors,
Inc. are owned by a trust, the trustees of which are John F. Donahue, his
wife and his son, J. Christopher Donahue.

The adviser shall not be liable to the Automated Cash Management 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 Automated Cash Management Trust.

ADVISORY FEES

   

For its advisory services, Federated Management receives an annual investment
advisory fee as described in the prospectus. For the fiscal years ended July 31,
1998, 1997, and 1996, the adviser earned $11,464,630, $9,287,875, and
$6,308,051, respectively, of which $6,807,192, $5,899,812, and $3,773,437,
respectively, were waived.

    

BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the adviser will generally use those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. The adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
guidelines established by the Trustees. The adviser may select brokers and
dealers who offer brokerage and research services. These services may be
furnished directly to the Fund or to the adviser and may include: advice as to
the advisability of investing in securities; security analysis and reports;
economic studies; industry studies; receipt of quotations for portfolio
evaluations; and similar services. Research services provided by brokers and
dealers may be used by the adviser or its affiliates in advising the Fund and
other accounts. To the extent that receipt of these services may supplant
services for which the adviser or its affiliates might otherwise have paid, it
would tend to reduce their expenses. The adviser and its affiliates exercise
reasonable business judgment in selecting brokers who offer brokerage and
research services to execute securities transactions. They determine in good
faith that commissions charged by such persons are reasonable in relationship to
the value of the brokerage and research services provided. During the fiscal
years ended July 31, 1998, 1997, and 1996, the Fund paid no brokerage
commissions.

Although investment decisions for the Fund are made independently from those of
the other accounts managed by the adviser, investments of the type the Fund may
make may also be made by those other accounts. When the Fund and one or more
other accounts managed by the adviser are prepared to invest in, or desire to
dispose of, the same security, available investments or opportunities for sales
will be allocated in a manner believed by the adviser to be equitable to each.
In some cases, this procedure may adversely affect the price paid or received by
the Fund or the size of the position obtained or disposed of by the Fund. In
other cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Fund.

OTHER SERVICES

FUND ADMINISTRATION

   

Federated Services Company, a subsidiary of Federated Investors, Inc., provides
administrative personnel and services to the Fund for a fee as described in the
prospectus. From March 1, 1994, to March 1, 1996, Federated Administrative
Services, a subsidiary of Federated Investors, Inc., served as the Fund's
Administrator. For purposes of this Statement of Additional Information,
Federated Services Company and Federated Administrative Services may hereinafter
collectively be referred to as the "Administrators." For the fiscal years ended
July 31, 1998, 1997, and 1996, the Administrators earned $1,729,582, $1,402,868
and $954,191, respectively.

    

CUSTODIAN AND PORTFOLIO ACCOUNTANT

State Street Bank and Trust Company, Boston, Massachusetts, is custodian for the
securities and cash of the Fund. Federated Services Company, Pittsburgh,
Pennsylvania, provides certain accounting and recordkeeping services with
respect to the Fund's portfolio investments. The fee paid for this service is
based upon the level of the Fund's average net assets for the period plus
out-of-pocket expenses.

TRANSFER AGENT

Federated Services Company, through its registered transfer agent, Federated
Shareholder Services Company, maintains all necessary shareholder records. For
its services, the transfer agent receives a fee based on the size, type, and
number of accounts and transactions made by shareholders.

INDEPENDENT PUBLIC ACCOUNTANTS

The independent public accountants for the Fund are Arthur Andersen LLP,
Pittsburgh, Pennsylvania.

DISTRIBUTION PLAN AND SHAREHOLDER SERVICES

With respect to Cash II Shares, the Fund has adopted a Plan pursuant to Rule
12b-1 which was promulgated by the Securities and Exchange Commission pursuant
to the Investment Company Act of 1940. Both Cash II Shares and Institutional
Service Shares operate subject to shareholder servicing agreements.

These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services, to stimulate distribution
activities and to cause services to be provided to shareholders by a
representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include but are not limited to
marketing efforts; providing office space, equipment, telephone facilities, and
various clerical, supervisory, computer, and other personnel as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client inquiries; and assisting
clients in changing dividend options, account designations, and addresses.

By adopting the Plan, the Trustees expect that the Fund will be able to achieve
a more predictable flow of cash for investment purposes and to meet redemptions.
This will facilitate more efficient portfolio management and assist the Fund in
seeking to achieve its investment objectives. By identifying potential investors
whose needs are served by the Fund's objectives, and properly servicing these
accounts, the Fund may be able to curb sharp fluctuations in rates of
redemptions and sales.

Other benefits, which may be realized under either arrangement, may include: (1)
providing personal services to shareholders; (2) investing shareholder assets
with a minimum of delay and administrative detail; (3) enhancing shareholder
recordkeeping systems; and (4) responding promptly to shareholders' requests and
inquiries concerning their accounts.

   

For the fiscal year ended July 31, 1998, payments for Cash II Shares in the
amount of $1,862,209 were made pursuant to the Plan, $1,214,160 of which was
paid to financial institutions. In addition, for the fiscal year ended July 31,
1998, the Fund paid shareholder service fees on behalf of Institutional Service
Shares and Cash II Shares in the amounts of $3,870,106 and $1,862,209,
respectively, $3,761,743 and $1,862,209 of which, respectively, was paid to
financial institutions.

    

DETERMINING NET ASSET VALUE

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

The Fund's use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission under the Investment
Company Act of 1940. Under the Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value per share, as computed for
purposes of distribution and redemption, at $1.00 per share, taking into account
current market conditions and the Fund's investment objective. The procedures
include monitoring the relationship between the amortized cost value per share
and the net asset value per share based upon available indications of market
value. The Trustees will decide what, if any, steps should be taken if there is
a difference of more than 0.5 of 1% between the two values. The Trustees will
take any steps they consider appropriate (such as redemption in kind or
shortening the average portfolio maturity) to minimize any material dilution or
other unfair results arising from differences between the two methods of
determining net asset value.

REDEMPTION IN KIND

The Fund is obligated to redeem shares solely in cash up to $250,000 or 1% of
the Fund's net asset value, whichever is less, for any one shareholder within a
90-day period. Any redemption beyond this amount will also be in cash unless the
Trustees determine that further payments should be in kind. In such cases, the
Fund will pay all or a portion of the remainder of the redemption in portfolio
instruments valued in the same way as the Fund determines net asset value. The
portfolio instruments will be selected in a manner that the Trustees deem fair
and equitable. Redemption in kind is not as liquid as a cash redemption. If
redemption is made in kind, shareholders who sell these securities could receive
less than the redemption value and could incur certain transaction costs.

MASSACHUSETTS PARTNERSHIP LAW

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

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

THE FUND'S TAX STATUS

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

PERFORMANCE INFORMATION

Performance depends upon such variables as: portfolio quality; average portfolio
maturity; type of instruments in which the portfolio is invested; changes in
interest rates; changes in expenses; and the relative amount of cash flow. To
the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in shares of
the Fund, the performance will be reduced for those shareholders paying those
fees.

YIELD

The yield is calculated based upon the seven days ending on the day of the
calculation, called the "base period." This yield is computed by: determining
the net change in the value of a hypothetical account with a balance of one
share at the beginning of the base period, with the net change excluding capital
changes but including the value of any additional shares purchased with
dividends earned from the original one share and all dividends declared on the
original and any purchased shares; dividing the net change in the account's
value by the value of the account at the beginning of the base period to
determine the base-period return; and multiplying the base-period return by
365/7.

   

For the seven-day period ended July 31, 1998, the yield for Cash II Shares was
4.95%, and the yield for Institutional Service Shares was 5.12%.

    

EFFECTIVE YIELD

The effective yield is calculated by compounding the unannualized base- period
return by: adding 1 to the base-period return; raising the sum to the 365/7th
power; and subtracting 1 from the result.

   

For the seven-day period ended July 31, 1998, the effective yield for Cash II
Shares was 5.07%, and the effective yield for Institutional Service Shares was
5.25%.

    

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.

   

The average annual total returns for the Institutional Service Shares of the
Fund for the one-, five-, and ten-year periods ended July 31, 1998, were 5.25%,
4.79%, and 5.53%, respectively.

The average annual total returns for the Cash II Shares of the Fund for the
one-year period ended July 31, 1998, and for the period from September 27, 1996
(date of initial public investment) through July 31, 1998, were 5.07% and 5.00%,
respectively.

    

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.

 IBC/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.

Advertising and other promotional literature may include charts, graphs, and
other illustrations using the Fund's returns, or returns in general, that
demonstrate basic investment concepts such as tax-deferred compounding,
dollar-cost averaging, and systematic investment. In addition, the Fund can
compare its performance, or performance for the types of securities in which it
invests, to a variety of other investments, such as bank savings accounts,
certificates of deposit, and Treasury bills.

ECONOMIC AND MARKET INFORMATION

   

Advertising and sales literature for the Fund may include discussions of
economic, financial, and political developments and their effect on the
securities market. Such discussions may take the form of commentary on these
developments by Fund portfolio managers and their views and analysis on how such
developments could affect the Funds. In addition, advertising and sales
literature may quote statistics and give general information about the mutual
fund industry, including the growth of the industry, from sources such as the
Investment Company Institute.

    

ABOUT FEDERATED INVESTORS, INC.

Federated Investors, Inc. is dedicated to meeting investor needs which is
reflected in its investment decision making -structured, straightforward, and
consistent. This has resulted in a history of competitive performance with a
range of competitive investment products that have gained the confidence of
thousands of clients and their customers.

The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research. Investment decisions
are made and executed by teams of portfolio managers, analysts, and traders
dedicated to specific market sectors. These traders handle trillions of dollars
in annual trading volume.

In the money market sector, Federated Investors, Inc. gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional money
market fund. Simultaneously, the company pioneered the use of the amortized cost
method of accounting for valuing shares of money market funds, a principal means
used by money managers today to value money market fund shares. Other
innovations include the first institutional tax-free money market fund. As of
December 31, 1997, Federated Investors, Inc. managed more than $63.1 billion in
assets across 51 money market funds, including 18 government, 11 prime, and 22
municipal with assets approximating $35 billion, $17.1 billion, and $10.9
billion, respectively.

   

The Chief Investment Officers responsible for oversight of the various
investment sectors within Federated Investors, Inc. are: equity and high
yield-J. Thomas Madden; U.S. fixed income-William D. Dawson, III; and global
equities and fixed income-Henry A. Frantzen. The Chief Investment Officers
are Executive Vice Presidents of the Federated advisory companies.


    

MUTUAL FUND MARKET

Thirty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $4.4 trillion to the more than 6,700 funds available.*

Federated Investors, Inc., through its subsidiaries, distributes mutual funds
for a variety of investment applications. Specific markets include:

INSTITUTIONAL CLIENTS

Federated Investors, Inc. meets the needs of approximately 900 institutional
clients nationwide by managing and servicing separate accounts and mutual funds
for a variety of applications, including defined benefit and defined
contribution programs, cash management, and asset/liability management.
Institutional clients include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial
advisors. The marketing effort to these institutional clients is headed by John
B. Fisher, President, Institutional Sales Division.

BANK MARKETING

Other institutional clients include close relationships with more than 1,600
banks and trust organizations. Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios. The
marketing effort to trust clients is headed by Timothy C. Pillion, Senior Vice
President, Bank Marketing & Sales.

BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES

Federated funds are available to consumers through major brokerage firms
nationwide-we have over 2,200 broker/dealer and bank broker/dealer relationships
across the country-supported by more wholesalers than any other mutual fund
distributor. Federated's service to financial professionals and institutions has
earned it high ratings in several surveys performed by DALBAR, Inc. DALBAR is
recognized as the industry benchmark for service-quality measurement. The
marketing effort to these firms is headed by James F. Getz, President, Federated
Securities Corp.

 * Source: Investment Company Institute






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

PROSPECTUS





The Institutional Shares of Government Obligations Fund (the "Fund") offered

by this prospectus represent interests in a 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.



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 September

30, 1998, with the Securities and Exchange Commission ("SEC"). The

information contained in the Statement of Additional Information is

incorporated by reference into this prospectus. You may request a copy of the

Statement of Additional Information or a paper copy of this prospectus, if

you have received your prospectus electronically, free of charge by calling

1-800-341-7400. To obtain other information, or make inquiries about the

Fund, contact the Fund at the address listed in the back of this prospectus.

The Statement of Additional Information, material incorporated by reference

into this document, and other information regarding the Fund is maintained

electronically with the SEC at Internet Web site (http://www.sec.gov).

    



THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND

EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED

UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE

CONTRARY IS A CRIMINAL OFFENSE.

   



PROSPECTUS DATED SEPTEMBER 30, 1998

    

TABLE OF CONTENTS




Summary of Fund Expenses   1

   

Financial Highlights -- Institutional Shares   2

General Information   3
Year 2000 Statement   3

Investment Information   3
Investment Objective   3
Investment Policies   3
Investment Limitations   4

Fund Information   4
Management of the Fund   4
Distribution of Institutional Shares    5
Administration of the Fund   6

Net Asset Value   6

How to Purchase Shares   6
Purchasing Shares by Wire   6
Purchasing Shares by Check   6
Invest-by-Phone   6

How to Redeem Shares   7
Redeeming Shares by Telephone   7
Redeeming Shares by Mail   7

Account and Share Information   7
Dividends   7
Capital Gains   7
Confirmations and Account Statements   7
Account Activity   8
Accounts with Low Balances   8
Voting Rights   8

Tax Information   8
Federal Income Tax   8
State and Local Taxes   8

Other Classes of Shares   8

Performance Information   8

Last Meeting of Shareholders   9

Financial Highlights -- Institutional Service Shares   10

Financial Statements   11

Report of Independent Public Accountants   19



SUMMARY OF FUND EXPENSES



<TABLE>

<CAPTION>
INSTITUTIONAL SHARES
SHAREHOLDER TRANSACTION EXPENSES

<S> <C> Maximum Sales Charge Imposed on Purchases (as a percentage of offering
price) None Maximum Sales Charge Imposed on Reinvested Dividends (as a
percentage of offering price) None Contingent Deferred Sales Charge (as a
percentage of original purchase price or
   redemption proceeds, as applicable)                                                   None
Redemption Fee (as a percentage of amount redeemed, if applicable)                       None
Exchange Fee                                                                             None
<CAPTION>
ANNUAL OPERATING EXPENSES
(As a percentage of average net assets)
<S>                                                                           <C>     <C>
Management Fee (after waiver)(1)                                                         0.10%
12b-1 Fee                                                                                None
Total Other Expenses                                                                     0.10%
   Shareholder Services Fee (after waiver)(2)                                      0.00%
Total Operating Expenses(3)                                                              0.20%
</TABLE>

    

 (1) The management fee has been reduced to reflect the voluntary waiver of a

portion of the management fee. The adviser can terminate this voluntary

waiver at any time at its sole discretion. The maximum management fee is

0.20%.



 (2) The shareholder services fee has been reduced to reflect the voluntary

waiver of the shareholder services fee. The shareholder service provider

can terminate this voluntary waiver at any time at its sole discretion.

The maximum shareholder services fee is 0.25%.



 (3) The total operating expenses would have been 0.55% absent the voluntary

waiver of a portion of the management fee and the shareholder services

fee.



The purpose of this table is to assist an investor in understanding the

various costs and expenses that a shareholder of Institutional Shares of the

Fund will bear, either directly or indirectly. For more complete descriptions

of the various costs and expenses, see "Trust Information" and "How to

Purchase Shares." Wire-transferred redemptions of less than $5,000 may be

subject to additional fees.

   

<TABLE>

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


</TABLE>

    

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE

EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.



FINANCIAL HIGHLIGHTS -- INSTITUTIONAL SHARES

GOVERNMENT OBLIGATIONS FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   

Reference is made to the Report of Independent Public Accountants on page 19.



<TABLE>

<CAPTION>

                                              YEAR  ENDED  JULY 31,
                  1998      1997        1996        1995     1994    1993     1992       1991    1990(A)
<S>           <C>       <C>          <C>       <C>      <C>       <C>      <C>       <C>       <C>
NET ASSET VALUE,
BEGINNING OF
PERIOD           $ 1.00   $ 1.00      $ 1.00      $ 1.00   $ 1.00   $ 1.00   $ 1.00    $ 1.00    $ 1.00
INCOME FROM
INVESTMENT
OPERATIONS
Net
investment
income             0.05     0.05        0.05        0.05     0.03     0.03     0.05      0.07      0.03
LESS
DISTRIBUTIONS
Distributions
from net
investment
income            (0.05)   (0.05)      (0.05)      (0.05)   (0.03)   (0.03)   (0.05 )   (0.07)    (0.03 )
NET ASSET
VALUE, END
OF PERIOD        $ 1.00   $ 1.00      $ 1.00      $ 1.00   $ 1.00   $ 1.00   $ 1.00    $ 1.00    $ 1.00
TOTAL
RETURN(B)          5.59%    5.43%       5.55%       5.57%    3.41%    3.22%    4.70 %    7.20 %    2.80%
RATIOS TO
AVERAGE
NET ASSETS
Expenses           0.20%    0.20%       0.20%       0.20%    0.20%    0.20%    0.20 %    0.20 %    0.20%*
Net
investment
income             5.45%    5.32%       5.41%       5.58%    3.38%    3.16%    4.55%     6.77%     8.24%*
Expense
waiver/
reimbursement(c)   0.35%    0.35%       0.36%       0.40%    0.15%    0.11%    0.12 %    0.22 %    0.34%*
SUPPLEMENTAL
DATA
Net assets,
end of period
(000 omitted)   $3,707,106 $3,293,392 $2,182,999 $1,926,516 $763,879 $707,146 $679,533 $331,454   $148,598


</TABLE>

    





 * Computed on an annualized basis.



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



 (b) Based on net asset value, which does not reflect the sales charge or

contingent deferred sales charge, if applicable.



 (c) This voluntary expense decrease is reflected in both the expense and net

investment income ratios shown above.



(See Notes which are an integral part of the Financial Statements)


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 Board of Trustees (the "Trustees") has 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 entities holding shares in an agency or

fiduciary capacity, financial institutions, financial intermediaries, and

institutional investors as a convenient means of accumulating an interest in

a professionally managed portfolio investing only in short-term U.S.

government securities. A minimum initial investment of $1,000,000 is

required.



The Fund attempts to stabilize the value of a share at $1.00. Shares are

currently sold and redeemed at that price.



   

YEAR 2000 STATEMENT

Like other mutual funds and business organizations worldwide, the Fund's

service providers (among them, the adviser, distributor, administrator and

transfer agent) must ensure that their computer systems are adjusted to

properly process and calculate date-related information from and after

January 1, 2000.  Many software programs and, to a lesser extent, the

computer hardware in use today cannot distinguish the year 2000 from the year

1900.  Such a design flaw could have a negative impact in the handling of

securities trades, pricing and accounting services. The Fund and its service

providers are actively working on necessary changes to computer systems to

deal with the year 2000 issue and believe that systems will be year 2000

compliant when required. Analysis continues regarding the financial impact

of instituting a year 2000 compliant program on the Fund's operations.

    


INVESTMENT INFORMATION



INVESTMENT OBJECTIVE
The investment objective of the Fund is to provide current income consistent

with stability of principal. This investment objective cannot be changed

without shareholder approval. While there is no assurance that the Fund will

achieve its investment objective, it endeavors to do so by complying with the

diversification and other requirements of Rule 2a-7 under the Investment

Company Act of 1940 which regulates money market mutual funds and by

following the investment policies described in this prospectus.



INVESTMENT POLICIES
The Fund pursues its investment objective by investing only in a portfolio of

U.S. government securities maturing in 13 months or less. The average

maturity of the securities in the Fund's portfolio, computed on a dollar-

weighted basis, will be 90 days or less. Unless indicated otherwise, the

investment policies may be changed by the Trustees without shareholder

approval. Shareholders will be notified before any material change in these

policies becomes effective.



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;



* notes, bonds, and discount notes issued or guaranteed by U.S. government
agencies and instrumentalities supported by the full faith and credit of

the United States;



* notes, bonds, and discount notes of U.S. government agencies or instrumen-
talities which receive or have access to federal funding; and



* notes, bonds, and discount notes of other U.S. government instrumentali-
ties supported only by the credit of the instrumentalities.



Some obligations issued or guaranteed by agencies or instrumentalities of the

U.S. government 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 obliga-
tions of an agency or instrumentality; or



* the credit of the agency or instrumentality.


REPURCHASE AGREEMENTS
Certain securities in which the Fund invests may be purchased pursuant to

repurchase agreements. Repurchase agreements are arrangements in which banks,

broker/dealers, and other recognized financial institutions sell securities

to the Fund and agree at the time of sale to repurchase them at a mutually

agreed upon time and price. To the extent that the seller does not repurchase

the securities from the Fund, the Fund could receive less than the repurchase

price on any sale of such securities.



WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
The Fund may purchase securities on a when-issued or delayed delivery basis.

These transactions are arrangements in which the Fund purchases securities

with payment and delivery scheduled for a future time. The seller's failure

to complete these transactions may cause the Fund to miss a price or yield

considered to be advantageous. Settlement dates may be a month or more after

entering into these transactions, and the market values of the securities

purchased may vary from the purchase prices.



The Fund may dispose of a commitment prior to settlement if the adviser deems

it appropriate to do so. In addition, the Fund may enter into transactions to

sell its purchase commitments to third parties at current market values and

simultaneously acquire other commitments to purchase similar securities at

later dates. The Fund may realize short-term profits or losses upon the sale

of such commitments.



LENDING OF PORTFOLIO SECURITIES
In order to generate additional income, the Fund may lend its portfolio

securities on a short-term or long-term basis, or both, to broker/dealers,

banks, or other institutional borrowers of securities. The Fund will only

enter into loan arrangements with broker/dealers, banks, or other

institutions which the adviser has determined are creditworthy under

guidelines established by the Fund's Trustees and will receive collateral at

all times equal to at least 100% of the value of the securities loaned. There

is the risk that when lending portfolio securities, the securities may not be

available to the Fund on a timely basis and the Fund may, therefore, lose the

opportunity to sell the securities at a desirable price. In addition, in the

event that a borrower of securities would file for bankruptcy or become

insolvent, disposition of the securities may be delayed pending court action.



INVESTMENT LIMITATIONS
The Fund will not borrow money directly or through reverse repurchase

agreements (arrangements in which the Fund sells a money market instrument

for a percentage of its cash value with an agreement to buy it back on a set

date) or pledge securities except, under certain circumstances, the Fund may

borrow up to one-third of the value of its total assets and pledge up to 15%

of the value of those assets to secure such borrowings.



The above investment limitations cannot be changed without shareholder

approval. As a matter of non-fundamental policy, the Fund does not intend to

engage in reverse repurchase agreements. The Fund will notify shareholders

prior to any change in this policy. The following limitation, however, may be

changed by the Trustees without shareholder approval. Shareholders will be

notified before any material change in this limitation becomes effective.



The Fund will not invest more than 10% of its net assets in illiquid

securities, including repurchase agreements providing for settlement in more

than seven days after notice.


FUND INFORMATION

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES
The Fund is managed by a Board of Trustees. The Trustees are responsible for

managing the Fund's business affairs and for exercising all the Trust's powers

except those reserved for the shareholders. An Executive Committee of the Board

of Trustees handles the Board's responsibilities between meetings of the Board.



INVESTMENT ADVISER
Investment decisions for the Fund are made by Federated Management, the

Fund's investment adviser, subject to direction by the Trustees. The adviser

continually conducts investment research and supervision for the Fund and is

responsible for the purchase and sale of portfolio instruments.



ADVISORY FEES
The adviser receives an annual investment advisory fee equal to 0.20% of the

Fund's average daily net assets. The adviser may voluntarily choose to waive

a portion of its fee or reimburse other expenses of the Fund, but reserves

the right to terminate such waiver or reimbursement at any time at its sole

discretion.



ADVISER'S BACKGROUND
   

Federated Management, a Delaware business trust, organized on April 11, 1989,

is a registered investment adviser under the Investment Advisers Act of 1940.

It is a subsidiary of Federated Investors, Inc. All of the Class A (voting)

shares of Federated Investors, Inc. are owned by a trust, the trustees of

which are John F. Donahue, Chairman and Director of Federated Investors,

Inc., Mr. Donahue's wife, and Mr. Donahue's son, J. Christopher Donahue, who

is President and Director of Federated Investors, Inc.



Federated Management and other subsidiaries of Federated Investors, Inc.

serve as investment advisers to a number of investment companies and private

accounts. Certain other subsidiaries also provide administrative services to

a number of investment companies. With over $120 billion invested across more

than 300 funds under management and/or administration by its subsidiaries, as

of December 31, 1997, Federated Investors, Inc. is one of the largest mutual

fund investment managers in the United States. With more than 2,000 employees,

Federated continues to be led by the management who founded the company in

1955.  Federated funds are presently at work in and through approximately

4,000 financial institutions nationwide.

    



Both the Trust and the adviser have adopted strict codes of ethics governing

the conduct of all employees who manage the Fund and its portfolio

securities. These codes recognize that such persons owe a fiduciary duty to

the Fund's shareholders and must place the interests of shareholders ahead of

the employees' own interests. Among other things, the codes: require

preclearance and periodic reporting of personal securities transactions;

prohibit personal transactions in securities being purchased or sold, or

being considered for purchase or sale, by the Fund; prohibit purchasing

securities in initial public offerings; and prohibit taking profits on

securities held for less than sixty days. Violations of the codes are subject

to review by the Trustees, and could result in severe penalties.



DISTRIBUTION OF INSTITUTIONAL SHARES
   

Federated Securities Corp. is the principal distributor for Institutional

Shares of the Fund. It is a Pennsylvania corporation organized on November

14, 1969, and is the principal distributor for a number of investment

companies. Federated Securities Corp. is a subsidiary of Federated

Investors, Inc.

    

SHAREHOLDER SERVICES
   

The Fund has entered into a Shareholder Services Agreement with Federated

Shareholder Services, a subsidiary of Federated Investors, Inc., under which

the Fund may make payments up to 0.25% of the average daily net asset value

of its shares, computed at an annual rate, to obtain certain personal

services for shareholders and to maintain shareholder accounts. From time to

time and for such periods as deemed appropriate, the amount stated above may

be reduced voluntarily. Under the Shareholder Services Agreement, Federated

Shareholder Services will either perform shareholder services directly or

will select financial institutions to perform shareholder services.

Financial institutions will receive fees based upon shares owned by their

clients or customers. The schedules of such fees and the basis upon which

such fees will be paid will be determined from time to time by the Fund and

Federated Shareholder Services.

    

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS
In addition to payments made pursuant to the Shareholder Services Agreement,

Federated Securities Corp. and Federated Shareholder Services, from their

own assets, may pay financial institutions supplemental fees for the

performance of substantial sales services, distribution-related support

services, or shareholder services. The support may include sponsoring sales,

educational and training seminars for their employees, providing sales

literature, and engineering computer software programs that emphasize the

attributes of the Fund. Such assistance will be predicated upon the amount of

shares the financial institution sells or may sell, and/or upon the type and

nature of sales or marketing support furnished by the financial institution.

Any payments made by the distributor may be reimbursed by the Fund's

investment adviser or its affiliates.


ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES
   

Federated Services Company, a subsidiary of Federated Investors, Inc.,

provides administrative personnel and services (including certain legal and

financial reporting services) necessary to operate the Fund at an annual rate

which relates to the average aggregate daily net assets of all funds advised

by affiliates of Federated Investors, Inc. specified below:

    

<TABLE>

<CAPTION>

 MAXIMUM                     AVERAGE AGGREGATE
 FEE                         DAILY NET ASSETS
<C>             <S>
 0.150%                 the first $250 million
 0.125%                on the next $250 million
 0.100%                on the next $250 million
 0.075%           on assets in excess of $750 million
</TABLE>



The administrative fee received during any fiscal year shall be at least

$125,000 per portfolio and $30,000 per each additional class of shares.

Federated Services Company may choose voluntarily to waive a portion of its

fee.


NET ASSET VALUE

The Fund attempts to stabilize the net asset value of shares at $1.00 by

valuing the portfolio securities using the amortized cost method. The net

asset value per share is determined by subtracting liabilities attributable

to Institutional Shares from the value of Fund assets attributable to

Institutional Shares, and dividing the remainder by the number of

Institutional Shares outstanding. The Fund cannot guarantee that its net

asset value will always remain at $1.00 per share.



   

The net asset value is determined at 5:00 p.m. (Eastern time), Monday

through Friday, except on New Year's Day, Martin Luther King, Jr. Day,

Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,

Thanksgiving Day, and Christmas Day.

    

HOW TO PURCHASE SHARES

Shares are sold at their net asset value, without a sales charge, next

determined after an order is received, on days on which the New York Stock

Exchange is open for business. Shares may be purchased either by wire or by

check. The Fund reserves the right to reject any purchase request.



To make a purchase, open an account by calling Federated Securities Corp.

Information needed to establish the account will be taken by telephone. The

minimum initial investment is $1,000,000. However, an account may be opened

with a smaller amount as long as the minimum is reached within one year of

opening the account. Financial institutions may impose different minimum

investment requirements on their customers.



PURCHASING SHARES BY WIRE
   

Shares may be purchased by Federal Reserve wire by calling the Fund before

5:00 p.m. (Eastern time) to place an order. The order is considered received

immediately. Payment by federal funds must be received before 5:00 p.m.

(Eastern time) in order to begin earning dividends that same day. Federal

funds should be wired as follows: Federated Shareholder Services Company, c/o

State Street Bank and Trust Company, Boston, MA; Attention: EDGEWIRE; For

Credit to: Government Obligations Fund--Institutional Shares; Fund Number

(this number can be found on the account statement or by contacting the

Fund); Group Number or Order Number; Nominee or Institution Name; and ABA

Number 011000028. Shares cannot be purchased by wire on holidays when wire

transfers are restricted. Questions on wire purchases should be directed to

your shareholder services representative at the telephone number listed on

your account statement.

    

PURCHASING SHARES BY CHECK
   

Shares may be purchased by sending a check to Federated Shareholder Services

Company, P.O. Box 8600, Boston, MA 02266-8600. The check should be made

payable to: Government Obligations Fund--Institutional Shares. Please include

an account number on the check. Orders by mail are considered received when

payment by check is converted into federal funds(normally the business day

after the check is received), and shares begin earning dividends the next

day.

    

INVEST-BY-PHONE
Once an account has been opened, a shareholder may use invest-by-phone for

investments if an authorization form has been filed with Federated

Shareholder Services Company, the transfer agent for shares of the Fund.

Approximately two weeks after sending the form to Federated Shareholder

Services Company, the shareholder may call Federated Shareholder Services

Company to purchase shares. Federated Shareholder Services Company will send

a request for monies to the shareholder's commercial bank, savings bank, or

credit union ("bank") via the Automated Clearing House. The shareholder's

bank, which must be an Automated Clearing House member, will then forward the

monies to Federated Shareholder Services Company. The purchase is normally

entered the next business day after the initial phone request. For further

information and an application, call the Fund.



HOW TO REDEEM SHARES

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

Shareholder Services Company receives the redemption request. Redemptions

will be made on days on which the Fund computes its net asset value.

Redemption requests must be received in proper form and can be made as

described below.



REDEEMING SHARES BY TELEPHONE
Redemptions in any amount may be made by calling the Fund provided the Fund

has a properly completed authorization form. These forms can be obtained from

Federated Securities Corp. Proceeds from redemption requests received before

5:00 p.m. (Eastern time) will be wired the same day to the shareholder's

account at a domestic commercial bank which is a member of the Federal

Reserve System, but will not include that day's dividend. Proceeds from

redemption requests on holidays when wire transfers are restricted will be

wired the following business day. Questions about telephone redemptions on

days when wire transfers are restricted should be directed to your

shareholder services representative at the telephone number listed on your

account statement.



Telephone instructions may be recorded and if reasonable procedures are not

followed by the Fund, it may be liable for losses due to unauthorized or

fraudulent telephone instructions.



In the event of drastic economic or market changes, a shareholder may

experience difficulty in redeeming by telephone. If this occurs, "Redeeming

Shares by Mail" should be considered. If at any time the Fund shall determine

it necessary to terminate or modify the telephone redemption privilege,

shareholders would be promptly notified.



REDEEMING SHARES BY MAIL
Shares may be redeemed in any amount by mailing a written request to:

Federated Shareholder Services Company, P.O. Box 8600, Boston, MA 02266-8600.

If share certificates have been issued, they should be sent unendorsed with

the written request by registered or certified mail to the address noted

above.



The written request should state: the Fund name and the class designation;

the account name as registered with the Fund; the account number; and the

number of shares to be redeemed or the dollar amount requested. All owners of

the account must sign the request exactly as the shares are registered.

Normally, a check for the proceeds is mailed within one business day, but in

no event more than seven days, after the receipt of a proper written

redemption request. Dividends are paid up to and including the day that a

redemption request is processed.



Shareholders requesting a redemption of any amount to be sent to an address

other than that on record with the Fund or a redemption payable other than to

the shareholder of record must have their signatures guaranteed by a

commercial or savings bank, trust company or savings association whose

deposits are insured by an organization which is administered by the Federal

Deposit Insurance Corporation; a member firm of a domestic stock exchange; or

any other "eligible guarantor institution," as defined in the Securities

Exchange Act of 1934. The Fund does not accept signatures guaranteed by a

notary public.


ACCOUNT AND SHARE INFORMATION

DIVIDENDS
Dividends are declared daily and paid monthly. Dividends are automatically

reinvested on payment dates in additional shares of the Fund unless cash

payments are requested by writing to the Fund. Shares purchased by wire

before 5:00 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 capital gains at least once every 12 months.

    

CONFIRMATIONS AND ACCOUNT STATEMENTS
   

Shareholders will receive periodic statements reporting all account

activity, including dividends paid. The Fund will not issue share

certificates.



ACCOUNT ACTIVITY
Shareholders will receive periodic statements reporting all account

activity, including dividends paid. The Fund will not issue share
certificates.

    

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 $1,000,000 due to
shareholder redemptions. Before shares are redeemed to close an account, the
shareholder is notified in writing and allowed 30 days to purchase additional
shares to meet the minimum requirement.


VOTING RIGHTS
Each share of the Trust owned by a shareholder gives that shareholder one

vote in Trustee elections and other matters submitted to shareholders for

vote. All shares of all classes of each portfolio in the Trust have equal

voting rights, except that in matters affecting only a particular portfolio

or class, only shareholders of that portfolio or class are entitled to vote.

The Trust is not required to hold annual shareholder meetings. Shareholder

approval will be sought only for certain changes in the Trust's or the Fund's

operation and for election of Trustees under certain circumstances.



Trustees may be removed by the Trustees or by shareholders at a special

meeting. A special meeting shall be called by the Trustees upon the written

request of shareholders owning at least 10% of the outstanding shares of the

Trust.

TAX INFORMATION

FEDERAL INCOME TAX
The Fund will pay no federal income tax because it expects to meet

requirements of the Internal Revenue Code applicable to regulated investment

companies and to receive the special tax treatment afforded to such

companies. The Fund will be treated as a single, separate entity for federal

income tax purposes so that income (including capital gains) and losses

realized by the Trust's other portfolios will not be combined for tax

purposes with those realized by the Fund.



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.



STATE AND LOCAL TAXES
Shareholders are urged to consult their own tax advisers regarding the status

of their accounts under state and local tax laws.



OTHER CLASSES OF SHARES

   

The Fund also offers another class. Institutional Service Shares are sold at

net asset value primarily to financial institutions, financial intermediaries,

institutional investors, and entities holding shares in an agency or fiduciary

capacity, and are subject to a minimum initial investment of $1,000,000.

    



Both classes are subject to certain of the same expenses.

Institutional Service Shares are distributed with no 12b-1 Plan but are

subject to shareholder services fees.



Expense differences between classes may affect the performance of each class.



To obtain more information and a prospectus for any other class, investors

may call 1-800-341-7400.


PERFORMANCE INFORMATION

From time to time, the Fund advertises its yield, effective yield, and total

return. The performance figures will be calculated separately for each class

of shares.



Yield represents the annualized rate of income earned on an investment over a

seven-day period. It is the annualized dividends earned during the period on

an investment shown as a percentage of the investment. The effective yield is

calculated similarly to the yield, but when annualized, the income earned by

an investment is assumed to be reinvested daily. The effective yield will be

slightly higher than the yield because of the compounding effect of this

assumed reinvestment.



Total return represents the change, over a specified period of time, in the

value of an investment in the shares after reinvesting all income

distributions. It is calculated by dividing that change by the initial

investment and is expressed as a percentage.



From time to time, advertisements for the Fund may refer to ratings,

rankings, and other information in certain financial publications and/or

compare the Fund's performance to certain indices.

   

LAST MEETING OF SHAREHOLDERS

A Special Meeting of Trust shareholders was held on April 23, 1998. On

February 24, 1998, the record date for shareholders voting at the meeting,

there were 28,912,813,604 total outstanding shares. The following items were

considered by shareholders and the results of their voting were as follows:



AGENDA ITEM 1: To elect Trustees.*

<TABLE>

<CAPTION>

                                  SHARES VOTED FOR         SHARES WITHHELD AUTHORITY
<S>                               <C>                         <C>
Thomas G Bigley                     17,186,131,753                91,735,736
John T. Conroy, Jr.                 17,186,450,467                91,417,022
Peter E. Madden                     17,187,792,175                90,075,314
John E. Murray, Jr., J.D., S.J.D.   17,187,671,030                90,196,459
</TABLE>

 *  The following Trustees of the Trust continued their terms as Trustees of

the Trust: John F. Donahue, William J. Copeland, J. Christopher Donahue,

James E. Dowd, Esq., Lawrence D. Ellis, M.D., Edward L. Flaherty, Jr., Esq.,

Wesley W. Posvar, and Marjorie P. Smuts.

    

FINANCIAL HIGHLIGHTS -- INSTITUTIONAL SERVICE SHARES

GOVERNMENT OBLIGATIONS FUND
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   

Reference is made to the Report of Independent Public Accountants on page 19.

<TABLE>

<CAPTION>

                                                     YEAR ENDED JULY 31,
<S>                                    <C>        <C>      <C>       <C>
                                             1998     1997       1996   1995(A)
NET ASSET VALUE, BEGINNING OF PERIOD       $ 1.00   $ 1.00     $ 1.00   $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                        0.05     0.05       0.05     0.05
LESS DISTRIBUTIONS
Distributions from net investment income    (0.05)   (0.05)     (0.05)   (0.05 )
NET ASSET VALUE, END OF PERIOD             $ 1.00   $ 1.00     $ 1.00   $ 1.00
TOTAL RETURN(B)                              5.33%    5.16%      5.29%    5.31 %
RATIOS TO AVERAGE NET ASSETS
Expenses                                     0.45%    0.45%      0.45%    0.45%*
Net investment income                        5.23%    5.06%      5.14%    5.63%*
Expense waiver/reimbursement(c)              0.10%    0.10%      0.11%    0.15%*
SUPPLEMENTAL DATA
Net assets, end of period (000 omitted)  $1,672,417  $936,869  $702,274  $339,105
</TABLE>

    

 * Computed on an annualized basis.



 (a) Reflects operations for the period from August 1, 1994 (date of initial

public investment) to July 31, 1995. For the period from the effective

date, July 5, 1994 to July 31, 1994, all net investment income was

distributed to the Fund's Adviser.



 (b) Based on net asset value, which does not reflect the sales charge or

contingent deferred sales charge, if applicable.



 (c) This voluntary expense decrease is reflected in both the expense and net

investment income ratios shown above.



(See Notes which are an integral part of the Financial Statements)

PORTFOLIO OF INVESTMENTS

GOVERNMENT OBLIGATIONS FUND

JULY 31, 1998

   

<TABLE>

<CAPTION>

PRINCIPAL
 AMOUNT                                                                                    VALUE
<C>         <S>                                                                    <C>
SHORT-TERM OBLIGATIONS--37.9%
 $ 51,000,000 Federal Farm Credit Bank Notes--1.0%
              5.500% - 5.600%, 10/1/1998 - 4/1/1999                                             $     50,965,352
   81,000,000 (a)Federal Farm Credit Bank, Floating Rate Notes--1.5%
              5.372% - 5.468%, 8/1/1998                                                               80,982,239
  161,900,000 Federal Home Loan Bank Notes--3.0%
              5.500% - 5.705%, 10/23/1998 - 7/13/1999                                                161,835,976
   34,370,000 (b)Federal Home Loan Bank, Discount Notes--0.6%
              5.390%, 11/4/1998 - 11/12/1998                                                          33,859,934
   56,000,000 (a)Federal Home Loan Bank, Floating Rate Notes--1.0%
              5.548%, 8/5/1998                                                                        55,980,478
   36,000,000 Federal Home Loan Mortgage Corp. Notes--0.7%
              5.550% - 5.605%, 3/12/1999 - 4/29/1999                                                  35,982,696
   83,000,000 (b)Federal Home Loan Mortgage Corp., Discount Notes--1.5%
              5.350% - 5.380%, 9/30/1998 - 12/2/1998                                                  81,901,892
   73,000,000 (a)Federal Home Loan Mortgage Corp., Floating Rate Notes--1.4%
              5.446% - 5.456%, 8/19/1998 - 8/20/1998                                                  72,965,999
  205,285,000 Federal National Mortgage Association Notes--3.8%
              5.360% - 6.250%, 8/14/1998 - 8/9/1999                                                  205,202,030
  472,800,000 (b)Federal National Mortgage Association, Discount Notes--8.7%
              5.300% - 5.450%, 9/17/1998 - 1/4/1999                                                  465,131,795
  338,000,000 (a)Federal National Mortgage Association, Floating Rate Notes--6.3%
              5.443% - 5.590%, 8/3/1998 - 8/28/1998                                                  337,862,491
  313,243,000 (a)Housing and Urban Development, Floating Rate Note--5.8%
              5.899%, 8/1/1998                                                                       313,243,000
   45,500,000 Student Loan Marketing Association Notes--0.8%
              5.580% - 5.830%, 10/29/1998 - 3/11/1999                                                 45,497,943
   79,000,000 (a)Student Loan Marketing Association, Floating Rate Notes--1.5%
              5.303% - 5.553%, 8/4/1998 - 8/6/1998                                                    78,990,198
   18,000,000 U.S. Treasury Note--0.3%
              5.875%, 1/31/1999                                                                       18,028,171
                  TOTAL SHORT-TERM OBLIGATIONS                                                     2,038,430,194
(C)REPURCHASE AGREEMENTS--62.5%
  240,000,000 ABN AMRO Chicago Corp., 5.690%, dated 7/31/1998, due 8/3/1998                          240,000,000
  260,000,000 BT Securities Corp., 5.690%, dated 7/31/1998, due 8/3/1998                             260,000,000
  260,000,000 Bear, Stearns and Co., 5.690%, dated 7/31/1998, due 8/3/1998                           260,000,000
      400,000 Deutsche Bank Government Securities, Inc., 5.640%, dated 7/31/1998, due 8/3/1998           400,000
</TABLE>
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                               VALUE
<C>         <S>                                                                             <C>
(C)REPURCHASE AGREEMENTS--CONTINUED
$ 100,000,000 Deutsche Bank Government Securities, Inc., 5.690%, dated 7/31/1998, due 8/3/1998   $   100,000,000
  260,000,000 Greenwich Capital Markets, Inc., 5.690%, dated 7/31/1998, due 8/3/1998                 260,000,000
  260,000,000 HSBC Securities, Inc., 5.690%, dated 7/31/1998, due 8/3/1998                           260,000,000
  130,000,000 NationsBank Capital Markets, 5.710%, dated 7/31/1998, due 8/3/1998                     130,000,000
  260,000,000 Prudential Securities, Inc., 5.690%, dated 7/31/1998, due 8/3/1998                     260,000,000
  260,000,000 Salomon Brothers, Inc., 5.690%, dated 7/31/1998, due 8/3/1998                          260,000,000
   90,000,000 (d)Chase Government Securities, Inc., 5.560%, dated 7/28/1998, due 8/27/1998            90,000,000
   60,000,000 (d)Goldman Sachs Group, LP, 5.540%, dated 7/1/1998, due 8/31/1998                       60,000,000
  115,000,000 (d)Goldman Sachs Group, LP, 5.540%, dated 7/9/1998, due 8/10/1998                      115,000,000
   55,000,000 (d)Goldman Sachs Group, LP, 5.550%, dated 7/14/1998, due 10/13/1998                     55,000,000
  125,000,000 (d)J.P. Morgan & Co., Inc., 5.540%, dated 6/16/1998, due 8/19/1998                     125,000,000
  119,000,000 (d)J.P. Morgan & Co., Inc., 5.550%, dated 5/8/1998, due 8/10/1998                      119,000,000
  100,000,000 (d)J.P. Morgan & Co., Inc., 5.550%, dated 7/6/1998, due 10/5/1998                      100,000,000
  167,000,000 (d)Lehman Brothers, Inc., 5.540%, dated 7/9/1998, due 9/8/1998                         167,000,000
   50,000,000 (d)Merrill Lynch, Pierce, Fenner and Smith, 5.530%, dated 7/14/1998, due 8/14/1998      50,000,000
  138,000,000 (d)Merrill Lynch, Pierce, Fenner and Smith, 5.550%, dated 7/6/1998, due 8/5/1998       138,000,000
   55,000,000 (d)Warburg Dillon Reed LLC, 5.530%, dated 7/14/1998, due 8/13/1998                      55,000,000
  100,000,000 (d)Warburg Dillon Reed LLC, 5.550%, dated 7/7/1998, due 10/5/1998                      100,000,000
   90,000,000 (d)Warburg Dillon Reed LLC, 5.600%, dated 7/27/1998, due 8/19/1998                      90,000,000
   70,000,000 Warburg Dillon Reed LLC, 5.610%, dated 7/31/1998, due 8/3/1998                          70,000,000
              TOTAL REPURCHASE AGREEMENTS                                                          3,364,400,000
              TOTAL INVESTMENTS (AT AMORTIZED COST)(E)                                            $5,402,830,194
</TABLE>

(a) Floating rate note with current rate and next reset date shown.



 (b) Each issue shows the rate of discount at time of purchase.



 (c) The repurchase agreements are fully collateralized by U.S. government

and/or agency obligations based on market prices at the date of the

portfolio. The investments in the repurchase agreements are through

participation in joint accounts with other Federated funds.



 (d) Although final maturity falls beyond seven days, a liquidity feature is

included in each transaction to permit termination of the repurchase

agreement within seven days.



 (e) Also represents cost for federal tax purposes.



Note: The categories of investments are shown as a percentage of net assets

($5,379,523,041) at July 31, 1998.

    

The following acronyms are used throughout this portfolio:

LLC--Limited Liability Corporation

LP --Limited Partnership

(See Notes which are an integral part of the Financial Statements)



STATEMENT OF ASSETS AND LIABILITIES

GOVERNMENT OBLIGATIONS FUND
   

JULY 31, 1998

<TABLE>

<S>                                                            <C>              <C>
ASSETS:
Investments in repurchase agreements                                $3,364,400,000
Investments in securities                                            2,038,430,194
Total investments in securities, at amortized cost and value                       $5,402,830,194
Cash                                                                                    1,090,234
Income receivable                                                                      21,937,011
Receivable for shares sold                                                              2,122,040
Total assets                                                                        5,427,979,479
LIABILITIES:
Payable for investments purchased                                       26,943,280
Payable for shares redeemed                                              4,300,002
Income distribution payable                                             16,403,997
Accrued expenses                                                           809,159
Total liabilities                                                                      48,456,438
NET ASSETS for 5,379,523,041 shares outstanding                                    $5,379,523,041
NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PROCEEDS PER SHARE:
INSTITUTIONAL SHARES:
$3,707,105,575 / 3,707,105,575 shares outstanding                                           $1.00
INSTITUTIONAL SERVICE SHARES:
$1,672,417,466 / 1,672,417,466 shares outstanding                                           $1.00
</TABLE>

    

(See Notes which are an integral part of the Financial Statements)
Statement Of Operations

GOVERNMENT OBLIGATIONS FUND
   

YEAR ENDED JULY 31, 1998

<TABLE>

<S>                                             <C>             <C>               <C>

INVESTMENT INCOME:
Interest $265,042,316 EXPENSES: Investment advisory fee $ 9,364,290
Administrative personnel and services fee 3,531,785 Custodian fees 243,774
Transfer and dividend disbursing agent fees and expenses 149,187
Directors'/Trustees' fees 28,022 Auditing fees 12,686 Legal fees 10,045
Portfolio accounting fees 371,866 Shareholder services feeInstitutional Shares
8,502,649 Shareholder services feeInstitutional Service Shares 3,202,713 Share
registration costs 482,969 Printing and postage 96,765 Insurance premiums 27,464
Miscellaneous 29,736 Total expenses 26,053,951 Waivers Waiver of investment
advisory fee $(4,778,285) Waiver of shareholder services feeInstitutional Shares
(8,502,649) Total waivers (13,280,934) Net expenses 12,773,017 Net investment
income $252,269,299 </TABLE>

    

(See Notes which are an integral part of the Financial Statements)

STATEMENT OF CHANGES IN NET ASSETS

GOVERNMENT OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
                                                                                               YEAR ENDED JULY 31,
                                                                                             1998              1997
<S>                                                                                <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS
Net investment income                                                                 $    252,269,299  $    177,875,424
DISTRIBUTIONS TO SHAREHOLDERS
Distributions from net investment income
Institutional Shares                                                                      (185,207,877)     (134,094,591)
Institutional Service Shares                                                               (67,061,422)      (43,780,833)
Change in net assets resulting from distributions to shareholders                         (252,269,299)     (177,875,424)
SHARE TRANSACTIONS
Proceeds from sale of shares                                                            35,342,645,977    22,256,668,113
Net asset value of shares issued to shareholders in payment of distributions declared       76,651,916        55,759,597
Cost of shares redeemed                                                                (34,270,035,225)  (20,967,440,251)
Change in net assets resulting from share transactions                                   1,149,262,668     1,344,987,459
Change in net assets                                                                     1,149,262,668     1,344,987,459
NET ASSETS:
Beginning of period                                                                      4,230,260,373     2,885,272,914
End of period                                                                         $  5,379,523,041  $  4,230,260,373
</TABLE>
    

(See Notes which are an integral part of the Financial Statements)

NOTES TO FINANCIAL STATEMENTS

GOVERNMENT OBLIGATIONS FUND
   
JULY 31, 1998

    

ORGANIZATION
Money Market Obligations Trust (the "Trust") is registered under the

Investment Company Act of 1940, as amended (the "Act") as an open-end,

management investment company. The Trust consists of six portfolios. The

financial statements included herein are only those of Government

Obligations Fund (the "Fund"). The financial statements of the other

portfolios are presented separately. The assets of each portfolio are

segregated and a shareholder's interest is limited to the portfolio in which

shares are held. The investment objective of the Fund is to provide current

income consistent with stability of principal.



The Fund offers two classes of shares: Institutional Shares and Institutional

Service Shares.



SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently

followed by the Fund in the preparation of its financial statements. These

policies are in conformity with generally accepted accounting principles.



INVESTMENT VALUATIONS
The Fund uses the amortized cost method to value its portfolio securities in

accordance with Rule 2a-7 under the Act.



REPURCHASE AGREEMENTS
It is the policy of the Fund to require the custodian bank to take

possession, to have legally segregated in the Federal Reserve Book Entry

System, or to have segregated within the custodian bank's vault, all

securities held as collateral under repurchase agreement transactions.

Additionally, procedures have been established by the Fund to monitor, on a

daily basis, the market value of each repurchase agreement's collateral to

ensure that the value of collateral at least equals the repurchase price to

be paid under the repurchase agreement transaction.



The Fund will only enter into repurchase agreements with banks and other

recognized financial institutions, such as broker/dealers, which are deemed

by the Fund's adviser to be creditworthy pursuant to the guidelines and/or

standards reviewed or established by the Board of Trustees (the "Trustees").

Risks may arise from the potential inability of counterparties to honor the

terms of the repurchase agreement. Accordingly, the Fund could receive less

than the repurchase price on the sale of collateral securities.



INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS
Interest income and expenses are accrued daily. Bond premium and discount, if

applicable, are amortized as required by the Internal Revenue Code, as

amended (the "Code"). Distributions to shareholders are recorded on the ex-

dividend date.



FEDERAL TAXES
It is the Fund's policy to comply with the provisions of the Code applicable

to regulated investment companies and to distribute to shareholders each year

substantially all of its income. Accordingly, no provisions for federal tax

are necessary.



WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
The Fund may engage in when-issued or delayed delivery transactions. The Fund

records when-issued securities on the trade date and maintains security

positions such that sufficient liquid assets will be available to make

payment for the securities purchased. Securities purchased on a when-issued

or delayed delivery basis are marked to market daily and begin earning

interest on the settlement date.



USE OF ESTIMATES
The preparation of financial statements in conformity with generally

accepted accounting principles requires management to make estimates and

assumptions that affect the amounts of assets, liabilities, expenses and

revenues reported in the financial statements. Actual results could differ

from those estimated.



OTHER
Investment transactions are accounted for on the trade date.

   

SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of

full and fractional shares of beneficial interest (without par value) for

each class of shares. At July 31, 1998, capital paid-in aggregated

$5,379,523,041. Transactions in shares were as follows:

<TABLE>

<CAPTION>

                                                                          YEAR ENDED JULY31,
INSTITUTIONAL SHARES                                                     1998             1997
<S>                                                              <C>             <C>
Shares sold                                                         24,848,661,392   17,018,052,623
Shares issued to shareholders in payment of distributions declared      49,306,799       37,459,828
Shares redeemed                                                    (24,484,254,216) (15,945,119,407)
Net change resulting from Institutional Share transactions             413,713,975    1,110,393,044
<CAPTION>

                                                                         YEAR ENDED JULY31,
INSTITUTIONAL SERVICE SHARES                                            1998            1997
<S>                                                             <C>              <C>
Shares sold                                                        10,493,984,585   5,238,615,490
Shares issued to shareholders in payment of distributions declared     27,345,117      18,299,769
Shares redeemed                                                    (9,785,781,009) (5,022,320,844)
Net change resulting from Institutional Service Share transactions    735,548,693     234,594,415
Net change resulting from share transactions                        1,149,262,668   1,344,987,459
</TABLE>

    

INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE
Federated Management, the Fund's investment adviser (the "Adviser"),

receives for its services an annual investment advisory fee equal to 0.20% of

the Fund's average daily net assets. The Adviser may voluntarily choose to

waive any portion of its fee. The Adviser can modify or terminate this

voluntary waiver at any time at its sole discretion.



AMINISTRATIVE FEE
Federated Services Company ("FServ"), under the Administrative Services

Agreement, provides the Fund with administrative personnel and services. The

fee paid to FServ is based on the level of average aggregate daily net assets

of all funds advised by subsidiaries of Federated Investors, Inc. for the

period. The administrative fee received during the period of the

Administrative Services Agreement shall be at least $125,000 per portfolio

and $30,000 per each additional class of shares.



SHAREHOLDER SERVICES FEE
Under the terms of a Shareholder Services Agreement with Federated

Shareholder Services ("FSS"), the Fund will pay FSS up to 0.25% of average

daily net assets of the Fund for the period. The fee paid to FSS is used to

finance certain services for shareholders and to maintain shareholder

accounts. FSS may voluntarily choose to waive any portion of its fee. FSS can

modify or terminate this voluntary waiver at any time at its sole discretion.



TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES FServ, through its
subsidiary, Federated Shareholder Services Company

("FSSC"), serves as transfer and dividend disbursing agent for the Fund. The

fee paid to FSSC is based on the size, type, and number of accounts and

transactions made by shareholders.



PORTFOLIO ACCOUNTING FEES
FServ maintains the Fund's accounting records for which it receives a fee.

The fee is based on the level of the Fund's average daily net assets for the

period, plus out-of-pocket expenses.



GENERAL
Certain of the Officers and Trustees of the Trust are Officers and Directors

or Trustees of the above companies.

   

YEAR 2000 (UNAUDITED)
Similar to other financial organizations, the Fund could be adversely

affected if the computer systems used by the Fund's service providers do not

properly process and calculate date-related information and data from and

after January 1, 2000. The Fund's Adviser and Administrator are taking

measures that they believe are reasonably designed to address the Year 2000

issue with respect to computer systems that they use and to obtain reasonable

assurances that comparable steps are being taken by each of the Fund's other

service providers. At this time, however, there can be no assurance that

these steps will be sufficient to avoid any adverse impact to the Fund.

    

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of

MONEY MARKET OBLIGATIONS TRUST

(Government Obligations Fund):

   

We have audited the accompanying statement of assets and liabilities of

Government Obligations Fund (an investment portfolio of Money Market

Obligations Trust, a Massachusetts business trust), including the schedule

of portfolio investments, as of July 31, 1998, the related statement of

operations for the year then ended, the statement of changes in net assets

for each of the two years in the period then ended, and the financial

highlights for the periods presented. These financial statements and

financial highlights are the responsibility of the Trust's management. Our

responsibility is to express an opinion on these financial statements and

financial highlights based on our audits.



We conducted our audits in accordance with generally accepted auditing

standards. Those standards require that we plan and perform the audit to

obtain reasonable assurance about whether the financial statements and

financial highlights are free of material misstatement. An audit includes

examining, on a test basis, evidence supporting the amounts and disclosures

in the financial statements. Our procedures included confirmation of

securities owned as of July 31, 1998, by correspondence with the custodian

and brokers. As to confirmation replies not received, we carried out
alternative auditing procedures. An audit also includes assessing the

accounting principles used and significant estimates made by management, as

well as evaluating the overall financial statement presentation. We believe

that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements and financial highlights referred to

above present fairly, in all material respects, the financial position of

Government Obligations Fund (an investment portfolio of Money Market

Obligations Trust) as of July 31, 1998, the results of its operations for the

year then ended, the changes in its net assets for each of the two years in

the period then ended, and its financial highlights for the periods

presented, in conformity with generally accepted accounting principles.



                               ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania

September 25, 1998

    

[GRAPHIC]

Government Obligations Fund

   

(Portfolios of Money Market Obligations Trust)
Institutional Shares

Prospectus
September 30, 1998
    



An Open-End, Diversified Management Investment Company


GOVERNMENT
OBLIGATIONS FUND
INSTITUTIONAL SHARES
   
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

    



DISTRIBUTOR
   
Federated Securities Corp
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

    



INVESTMENT ADVISER
   
Federated Management
Federated Investors Tower
1001 Liberty Tower
Pittsburgh, PA 15222-3779

    



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


TRANSFER AGENT
AND DIVIDEND
DISBURSING Agent
Federated Shareholder
Services Company
P.O. Box 8600
Boston, MA 02266-8600


INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP
2100 One PPG Place
Pittsburgh, PA 15222

[GRAPHIC]

Federated Securities Corp., Distributor
1-800-341-7400
www.federatedinvestors.com

   
Cusip 60934N104
G01066-01 (9/98)
    
[GRAPHIC]





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

PROSPECTUS





The Institutional Service Shares of Government Obligations Fund (the "Fund")

offered by this prospectus represent interests in a 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.



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 September

30, 1998, with the Securities and Exchange Commission ("SEC"). The

information contained in the Statement of Additional Information is

incorporated by reference into this prospectus. You may request a copy of the

Statement of Additional Information or a paper copy of this prospectus, if

you have received your prospectus electronically, free of charge by calling

1-800-341-7400. To obtain other information, or make inquiries about the

Fund, contact the Fund at the address listed in the back of this prospectus.

The Statement of Additional Information, material incorporated by reference

into this document, and other information regarding the Fund is maintained

electronically with the SEC at Internet Web site (http://www.sec.gov).

    



THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND

EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE

CONTRARY IS A CRIMINAL OFFENSE.



   



PROSPECTUS DATED SEPTEMBER 30, 1998

    

TABLE OF CONTENTS

Summary of Fund Expenses   1

Financial Highlights -- Institutional Service Shares   2

General Information   3
Year 2000 Statement   3

Investment Information   3
Investment Objective   3
Investment Policies   3
Investment Limitations   4

Fund Information   4
Management of the Fund   4
Distribution of Institutional Service Shares    5
Administration of the Fund   6

Net Asset Value   6

How to Purchase Shares   6
Purchasing Shares by Wire   6
Purchasing Shares by Check   6
Invest-by-Phone   6

How to Redeem Shares   7
Redeeming Shares by Telephone   7
Redeeming Shares by Mail   7

Account and Share Information   7
Dividends   7
Capital Gains   7
Confirmations and Account Statements   7
Account Activity   8
Accounts with Low Balances   8
Voting Rights   8

Tax Information   8
Federal Income Tax   8
State and Local Taxes   8

Other Classes of Shares   8

Performance Information   8

Last Meeting of Shareholders   9

Financial Highlights -- Institutional Shares   10

Financial Statements   11

Report of Independent Public Accountants   19

SUMMARY OF FUND EXPENSES

   

<TABLE>

<CAPTION>

INSTITUTIONAL SERVICE SHARES
 SHAREHOLDER TRANSACTION EXPENSES
<S> <C> Maximum Sales Charge Imposed on Purchases (as a percentage of offering
price) None Maximum Sales Charge Imposed on Reinvested Dividends (as a
percentage of offering price) None Contingent Deferred Sales Charge (as a
percentage of original purchase price or
 redemption proceeds, as applicable)                                                     None
Redemption Fee (as a percentage of amount redeemed, if applicable)                       None
Exchange Fee                                                                             None
<CAPTION>
ANNUAL OPERATING EXPENSES
(As a percentage of average net assets)
<S>                                                                             <C>    <C>
Management Fee (after waiver)(1)                                                         0.10%
12b-1 Fee                                                                                None
Total Other Expenses                                                                     0.35%
Shareholder Services Fee                                                           0.25%
Total Operating Expenses(2)                                                              0.45%
</TABLE>

    




 (1) The management fee has been reduced to reflect the voluntary waiver of a

portion of the management fee. The adviser can terminate this voluntary

waiver at any time at its sole discretion. The maximum management fee is

0.20%.



 (2) The total operating expenses would have been 0.55% absent the voluntary

waiver of a portion of the management fee.



The purpose of this table is to assist an investor in understanding the

various costs and expenses that a shareholder of Institutional Service Shares

of the Fund will bear, either directly or indirectly. For more complete

descriptions of the various costs and expenses, see "Trust Information" and

"How to Purchase Shares." Wire-transferred redemptions of less than $5,000

may be subject to additional fees.

   

<TABLE>

<CAPTION>

EXAMPLE
You would pay the following expenses on a $1,000 investment, assuming (1) 5% annual
return and (2) redemption at the end of each time period.
<S>                                                                              <C>
1 Year                                                                              $ 5
3 Years                                                                             $14
5 Years                                                                             $25
10 Years                                                                            $57
</TABLE>

    

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE

EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.




FINANCIAL HIGHLIGHTS -- INSTITUTIONAL SERVICE SHARES

GOVERNMENT OBLIGATIONS FUND
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 19.

   

<TABLE>

<CAPTION>



                                                    YEAR ENDED JULY 31,
<S>                                    <C>        <C>      <C>       <C>
                                             1998     1997       1996   1995(A)
NET ASSET VALUE, BEGINNING OF PERIOD       $ 1.00   $ 1.00     $ 1.00   $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                        0.05     0.05       0.05     0.05
LESS DISTRIBUTIONS
Distributions from net investment income    (0.05)   (0.05)     (0.05)   (0.05 )
NET ASSET VALUE, END OF PERIOD             $ 1.00   $ 1.00     $ 1.00   $ 1.00
TOTAL RETURN(B)                              5.33%    5.16%      5.29%    5.31 %
RATIOS TO AVERAGE NET ASSETS
Expenses                                     0.45%    0.45%      0.45%    0.45%*
Net investment income                        5.23%    5.06%      5.14%    5.63%*
Expense waiver/reimbursement(c)              0.10%    0.10%      0.11%    0.15%*
SUPPLEMENTAL DATA
Net assets, end of period (000 omitted)  $1,672,417  $936,869  $702,274  $339,105

</TABLE>

    

 * Computed on an annualized basis.

 (a) Reflects operations for the period from August 1, 1994 (date of initial

public investment) to July 31, 1995. For the period from the effective

date, July 5, 1994 to July 31, 1994, all net investment income was

distributed to the Fund's Adviser.



 (b) Based on net asset value, which does not reflect the sales charge or

contingent deferred sales charge, if applicable.



 (c) This voluntary expense decrease is reflected in both the expense and net

investment income ratios shown above.



(See Notes which are an integral part of the Financial Statements)


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 Board of Trustees (the "Trustees") has 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 entities holding shares in an agency

or fiduciary capacity, financial institutions, financial intermediaries,

and institutional investors as a convenient means of accumulating an

interest in a professionally managed portfolio investing only in short-term

U.S. government securities. A minimum initial investment of $1,000,000 is

required.

    

The Fund attempts to stabilize the value of a share at $1.00. Shares are

currently sold and redeemed at that price.

   
YEAR 2000 STATEMENT
Like other mutual funds and business organizations worldwide, the Fund's

service providers (among them, the adviser, distributor, administrator and

transfer agent) must ensure that their computer systems are adjusted to

properly process and calculate date-related information from and after

January 1, 2000. Many software programs and, to a lesser extent, the computer

hardware in use today cannot distinguish the year 2000 from the year 1900.

Such a design flaw could have a negative impact in the handling of securities

trades, pricing and accounting services. The Fund and its service providers

are actively working on necessary changes to computer systems to deal with

the year 2000 issue and believe that systems will be year 2000 compliant when

required. Analysis continues regarding the financial impact of instituting a

year 2000 compliant program on the Fund's operations.

    

INVESTMENT INFORMATION

INVESTMENT OBJECTIVE
The investment objective of the Fund is to provide current income consistent

with stability of principal. This investment objective cannot be changed

without shareholder approval. While there is no assurance that the Fund will

achieve its investment objective, it endeavors to do so by complying with the

diversification and other requirements of Rule 2a-7 under the Investment

Company Act of 1940 which regulates money market mutual funds and by

following the investment policies described in this prospectus.



INVESTMENT POLICIES
The Fund pursues its investment objective by investing only in a portfolio of

U.S. government securities maturing in 13 months or less. The average

maturity of the securities in the Fund's portfolio, computed on a dollar-

weighted basis, will be 90 days or less. Unless indicated otherwise, the

investment policies may be changed by the Trustees without shareholder

approval. Shareholders will be notified before any material change in these

policies becomes effective.



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;



* notes, bonds, and discount notes issued or guaranteed by U.S. government

agencies and instrumentalities supported by the full faith and credit of

the United States;



* notes, bonds, and discount notes of U.S. government agencies or instrumental

ities which receive or have access to federal funding; and



* notes, bonds, and discount notes of other U.S. government instrumentalities

supported only by the credit of the instrumentalities.



Some obligations issued or guaranteed by agencies or instrumentalities of the

U.S. government 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 obliga

tions of an agency or instrumentality; or



* the credit of the agency or instrumentality.



REPURCHASE AGREEMENTS
Certain securities in which the Fund invests may be purchased pursuant to

repurchase agreements. Repurchase agreements are arrangements in which banks,

broker/dealers, and other recognized financial institutions sell securities

to the Fund and agree at the time of sale to repurchase them at a mutually

agreed upon time and price. To the extent that the seller does not repurchase

the securities from the Fund, the Fund could receive less than the repurchase

price on any sale of such securities.



WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
The Fund may purchase securities on a when-issued or delayed delivery basis.

These transactions are arrangements in which the Fund purchases securities

with payment and delivery scheduled for a future time. The seller's failure

to complete these transactions may cause the Fund to miss a price or yield

considered to be advantageous. Settlement dates may be a month or more after

entering into these transactions, and the market values of the securities

purchased may vary from the purchase prices.



The Fund may dispose of a commitment prior to settlement if the adviser deems

it appropriate to do so. In addition, the Fund may enter into transactions to

sell its purchase commitments to third parties at current market values and

simultaneously acquire other commitments to purchase similar securities at

later dates. The Fund may realize short-term profits or losses upon the sale

of such commitments.



LENDING OF PORTFOLIO SECURITIES
In order to generate additional income, the Fund may lend its portfolio

securities on a short-term or long-term basis, or both, to broker/dealers,

banks, or other institutional borrowers of securities. The Fund will only

enter into loan arrangements with broker/dealers, banks, or other

institutions which the adviser has determined are creditworthy under

guidelines established by the Fund's Trustees and will receive collateral at

all times equal to at least 100% of the value of the securities loaned. There

is the risk that when lending portfolio securities, the securities may not be

available to the Fund on a timely basis and the Fund may, therefore, lose the

opportunity to sell the securities at a desirable price. In addition, in the

event that a borrower of securities would file for bankruptcy or become

insolvent, disposition of the securities may be delayed pending court action.



INVESTMENT LIMITATIONS
The Fund will not borrow money directly or through reverse repurchase

agreements (arrangements in which the Fund sells a money market instrument

for a percentage of its cash value with an agreement to buy it back on a set

date) or pledge securities except, under certain circumstances, the Fund may

borrow up to one-third of the value of its total assets and pledge up to 15%

of the value of those assets to secure such borrowings.



The above investment limitations cannot be changed without shareholder

approval. As a matter of non-fundamental policy, the Fund does not intend to

engage in reverse repurchase agreements. The Fund will notify shareholders

prior to any change in this policy. The following limitation, however, may be

changed by the Trustees without shareholder approval. Shareholders will be

notified before any material change in this limitation becomes effective.



The Fund will not invest more than 10% of its net assets in illiquid

securities, including repurchase agreements providing for settlement in more

than seven days after notice.



FUND INFORMATION

MANAGEMENT OF THE FUND
BOARD OF TRUSTEES
The Fund is managed by a Board of Trustees. The Trustees are responsible for

managing the Fund's business affairs and for exercising all the Trust's powers

except those reserved for the shareholders. An Executive Committee of the Board

of Trustees handles the Board's responsibilities between meetings of the Board.



INVESTMENT ADVISER
Investment decisions for the Fund are made by Federated Management, the

Fund's investment adviser, subject to direction by the Trustees. The adviser

continually conducts investment research and supervision for the Fund and is

responsible for the purchase and sale of portfolio instruments.



ADVISORY FEES
The adviser receives an annual investment advisory fee equal to 0.20% of the

Fund's average daily net assets. The adviser may voluntarily choose to waive

a portion of its fee or reimburse other expenses of the Fund, but reserves

the right to terminate such waiver or reimbursement at any time at its sole

discretion.



ADVISER'S BACKGROUND
   

Federated Management, a Delaware business trust, organized on April 11, 1989,

is a registered investment adviser under the Investment Advisers Act of 1940.

It is a subsidiary of Federated Investors, Inc. All of the Class A (voting)

shares of Federated Investors, Inc. are owned by a trust, the trustees of

which are John F. Donahue, Chairman and Director of Federated Investors,

Inc., Mr. Donahue's wife, and Mr. Donahue's son, J. Christopher Donahue, who

is President and Director of Federated Investors, Inc.



Federated Management and other subsidiaries of Federated Investors, Inc.

serve as investment advisers to a number of investment companies and private

accounts. Certain other subsidiaries also provide administrative services to

a number of investment companies. With over $120 billion invested across more

than 300 funds under management and/or administration by its subsidiaries, as

of December 31, 1997, Federated Investors, Inc. is one of the largest mutual

fund investment managers in the United States. With more than 2,000 employees,

Federated continues to be led by the management who founded the company in

1955. Federated funds are presently at work in and through approximately 4,000

financial institutions nationwide.

    

Both the Trust and the adviser have adopted strict codes of ethics governing

the conduct of all employees who manage the Fund and its portfolio securities.

These codes recognize that such persons owe a fiduciary duty to the Fund's

shareholders and must place the interests of shareholders ahead of the

employees' own interests. Among other things, the codes: require preclearance

and periodic reporting of personal securities transactions; prohibit personal

transactions in securities being purchased or sold, or being considered for

purchase or sale, by the Fund; prohibit purchasing securities in initial

public offerings; and prohibit taking profits on securities held for less than

sixty days. Violations of the codes are subject to review by the Trustees, and

could result in severe penalties.


DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES
   

Federated Securities Corp. is the principal distributor for Institutional
Service Shares of the Fund. It is a Pennsylvania corporation organized on

November 14, 1969, and is the principal distributor for a number of

investment companies. Federated Securities Corp. is a subsidiary of

Federated Investors, Inc.

    

SHAREHOLDER SERVICES
   

The Fund has entered into a Shareholder Services Agreement with Federated

Shareholder Services, a subsidiary of Federated Investors, Inc., under which

the Fund may make payments up to 0.25% of the average daily net asset value

of its shares, computed at an annual rate, to obtain certain personal

services for shareholders and to maintain shareholder accounts. From time to

time and for such periods as deemed appropriate, the amount stated above may

be reduced voluntarily. Under the Shareholder Services Agreement, Federated

Shareholder Services will either perform shareholder services directly or

will select financial institutions to perform shareholder services.

Financial institutions will receive fees based upon shares owned by their

clients or customers. The schedules of such fees and the basis upon which

such fees will be paid will be determined from time to time by the Fund and

Federated Shareholder Services.

    

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS
In addition to payments made pursuant to the Shareholder Services Agreement,

Federated Securities Corp. and Federated Shareholder Services, from their

own assets, may pay financial institutions supplemental fees for the

performance of substantial sales services, distribution-related support

services, or shareholder services. The support may include sponsoring sales,

educational and training seminars for their employees, providing sales

literature, and engineering computer software programs that emphasize the

attributes of the Fund. Such assistance will be predicated upon the amount of

shares the financial institution sells or may sell, and/or upon the type and

nature of sales or marketing support furnished by the financial institution.

Any payments made by the distributor may be reimbursed by the Fund's

investment adviser or its affiliates.


ADMINISTRATION OF THE FUND
ADMINISTRATIVE SERVICES
   

Federated Services Company, a subsidiary of Federated Investors, Inc.,

provides administrative personnel and services (including certain legal and

financial reporting services) necessary to operate the Fund at an annual rate

which relates to the average aggregate daily net assets of all funds advised

by affiliates of Federated Investors, Inc. specified below:

    



 MAXIMUM                 AVERAGE  AGGREGATE
 FEE                      DAILY NET  ASSETS
 0.150%               on the  first  $250 million
 0.125%               on the  next  $250 million
 0.100%               on the  next  $250 million
 0.075%         on  assets in  excess of $750 million




The administrative fee received during any fiscal year shall be at least

$125,000 per portfolio and $30,000 per each additional class of shares.

Federated Services Company may choose voluntarily to waive a portion of its

fee.



NET ASSET VALUE

The Fund attempts to stabilize the net asset value of shares at $1.00 by

valuing the portfolio securities using the amortized cost method. The net

asset value per share is determined by subtracting liabilities attributable

to Institutional Service Shares from the value of Fund assets attributable to

Institutional Service Shares, and dividing the remainder by the number of

Institutional Service Shares outstanding. The Fund cannot guarantee that its

net asset value will always remain at $1.00 per share.

   

The net asset value is determined at 5:00 p.m., (Eastern time), Monday through

Friday, except on New Year's Day, Martin Luther King, Jr. Day, Presidents'

Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,

and Christmas Day.

    

HOW TO PURCHASE SHARES

Shares are sold at their net asset value, without a sales charge, next

determined after an order is received, on days which the New York Stock

Exchange is open for business. Shares may be purchased by wire or by check.

The Fund reserves the right to reject any purchase request.



To make a purchase, open an account by calling Federated Securities Corp.

Information needed to establish the account will be taken by telephone. The

minimum initial investment is $1,000,000. However, an account may be opened

with a smaller amount as long as the minimum is reached within one year of

opening the account. Financial institutions may impose different minimum

investment requirements on their customers.



PURCHASING SHARES BY WIRE
   

Shares may be purchased by Federal Reserve wire by calling the Fund before

5:00 p.m. (Eastern time) to place an order. The order is considered received

immediately. Payment by federal funds must be received before 5:00

p.m.(Eastern time) in order to begin earning dividends that same day. Federal

funds should be wired as follows: Federated Shareholder Services Company, c/o

State Street Bank and Trust Company, Boston, MA; Attention: EDGEWIRE; For

Credit to: Government Obligation 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. Shares cannot be purchased by wire on holidays when wire

transfers are restricted. Questions on wire purchases should be directed to

your shareholder services representative at the telephone number listed on

your account statement.

    

PURCHASING SHARES BY CHECK
Shares may be purchased by sending a check to Federated Shareholder Services

Company, P.O. Box 8600, Boston, MA 02266-8600. The check should be made

payable to: Government Obligations Fund -- Institutional Service Shares.

Orders by mail are considered received when payment by check is converted into
federal funds (normally the business day after the check is received),

and shares begin earning dividends the next day.



INVEST-BY-PHONE
Once an account has been opened, a shareholder may use invest-by-phone for

investments if an authorization form has been filed with Federated

Shareholder Services Company, the transfer agent for shares of the Fund.

Approximately two weeks after sending the form to Federated Shareholder

Services Company, the shareholder may call Federated Shareholder Services

Company to purchase shares. Federated Shareholder Services Company will send

a request for monies to the shareholder's commercial bank, savings bank, or

credit union ("bank") via the Automated Clearing House. The shareholder's

bank, which must be an Automated Clearing House member, will then forward the

monies to Federated Shareholder Services Company. The purchase is normally

entered the next business day after the initial phone request. For further

information and an application, call the Fund.


HOW TO REDEEM SHARES

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

Shareholder Services Company receives the redemption request. Redemptions

will be made on days on which the Fund computes its net asset value.

Redemption requests must be received in proper form and can be made as

described below.



REDEEMING SHARES BY TELEPHONE
Redemptions in any amount may be made by calling the Fund provided the Fund

has a properly completed authorization form. These forms can be obtained from

Federated Securities Corp. Proceeds from redemption requests received before

5:00 p.m. (Eastern time) will be wired the same day to the shareholder's

account at a domestic commercial bank which is a member of the Federal

Reserve System, but will not include that day's dividend. Proceeds from

redemption requests on holidays when wire transfers are restricted will be

wired the following business day. Questions about telephone redemptions on

days when wire transfers are restricted should be directed to your

shareholder services representative at the telephone number listed on your

account statement.



Telephone instructions may be recorded and if reasonable procedures are not

followed by the Fund, it may be liable for losses due to unauthorized or

fraudulent telephone instructions.



In the event of drastic economic or market changes, a shareholder may

experience difficulty in redeeming by telephone. If this occurs, "Redeeming

Shares by Mail" should be considered. If at any time the Fund shall determine

it necessary to terminate or modify the telephone redemption privilege,

shareholders would be promptly notified.



REDEEMING SHARES BY MAIL
Shares may be redeemed in any amount by mailing a written request to:

Federated Shareholder Services Company, P.O. Box 8600, Boston, MA 02266-8600.

If share certificates have been issued, they should be sent unendorsed with

the written request by registered or certified mail to the address noted

above.



The written request should state: the Fund name and the class designation;

the account name as registered with the Fund; the account number; and the

number of shares to be redeemed or the dollar amount requested. All owners of

the account must sign the request exactly as the shares are registered.

Normally, a check for the proceeds is mailed within one business day, but in

no event more than seven days, after the receipt of a proper written

redemption request. Dividends are paid up to and including the day that a

redemption request is processed.



Shareholders requesting a redemption of any amount to be sent to an address

other than that on record with the Fund or a redemption payable other than to

the shareholder of record must have their signatures guaranteed by a

commercial or savings bank, trust company or savings association whose

deposits are insured by an organization which is administered by the Federal

Deposit Insurance Corporation; a member firm of a domestic stock exchange; or

any other "eligible guarantor institution," as defined in the Securities

Exchange Act of 1934. The Fund does not accept signatures guaranteed by a

notary public.




ACCOUNT AND SHARE INFORMATION

DIVIDENDS
Dividends are declared daily and paid monthly. Dividends are automatically

reinvested on payment dates in additional shares of the Fund unless cash

payments are requested by writing to the Fund. Shares purchased by wire

before 5:00 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 capital gains at least once every 12 months.

    

CONFIRMATIONS AND ACCOUNT STATEMENTS
   

Shareholders will receive detailed confirmations of transactions. addition,

shareholders will receive periodic statements reporting all account activity,

including dividends paid. The Fund will not issue share certificates.



ACCOUNT ACTIVITY
Shareholders will receive periodic statements reporting all account

activity, including dividends paid. The Fund will not issue share

certificates.

    
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 $1,000,000 due to
shareholder redemptions. Before shares are redeemed to close an account,

the shareholder is notified in writing and allowed 30 days to purchase

additional shares to meet the minimum requirement.

    

VOTING RIGHTS
Each share of the Trust owned by a shareholder gives that shareholder one

vote in Trustee elections and other matters submitted to shareholders for

vote. All shares of all classes of each portfolio in the Trust have equal

voting rights, except that in matters affecting only a particular portfolio

or class, only shareholders of that portfolio or class are entitled to vote.

The Trust is not required to hold annual shareholder meetings. Shareholder

approval will be sought only for certain changes in the Trust's or the Fund's

operation and for election of Trustees under certain circumstances.



Trustees may be removed by the Trustees or by shareholders at a special

meeting. A special meeting shall be called by the Trustees upon the written

request of shareholders owning at least 10% of the outstanding shares of the

Trust.



TAX INFORMATION

FEDERAL INCOME TAX
The Fund will pay no federal income tax because it expects to meet

requirements of the Internal Revenue Code applicable to regulated investment

companies and to receive the special tax treatment afforded to such

companies. The Fund will be treated as a single, separate entity for federal

income tax purposes so that income (including capital gains) and losses

realized by the Trust's other portfolios will not be combined for tax

purposes with those realized by the Fund.



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.



STATE AND LOCAL TAXES
   

Shareholders are urged to consult their own tax advisers regarding the status

of their accounts under state and local tax laws.

    

OTHER CLASSES OF SHARES

   

The Fund also offers another class. Institutional Shares are sold at net

asset value primarily to financial institutions, financial intermediaries,

institutional investors, and entities holding shares in an agency or

fiduciary capacity, and are subject to a minimum initial investment of

$1,000,000.



Both classes are subject to certain of the same expenses. Institutional

Shares are distributed with no 12b-1 Plan but are subject to shareholder

services fees.

    



Expense differences between classes may affect the performance of each class.



To obtain more information and a prospectus for any other class, investors

may call 1-800-341-7400.


PERFORMANCE INFORMATION

From time to time, the Fund advertises its yield, effective yield, and total

return. The performance figures will be calculated separately for each class

of shares.



Yield represents the annualized rate of income earned on an investment over a

seven-day period. It is the annualized dividends earned during the period on

an investment shown as a percentage of the investment. The effective yield is

calculated similarly to the yield, but when annualized, the income earned by

an investment is assumed to be reinvested daily. The effective yield will be

slightly higher than the yield because of the compounding effect of this

assumed reinvestment.



Total return represents the change, over a specified period of time, in the

value of an investment in the shares after reinvesting all income

distributions. It is calculated by dividing that change by the initial

investment and is expressed as a percentage.



From time to time, advertisements for the Fund may refer to ratings,

rankings, and other information in certain financial publications and/or

compare the Fund's performance to certain indices.

   

LAST MEETING OF SHAREHOLDERS

A Special Meeting of Trust shareholders was held on April 23, 1998. On

February 24, 1998, the record date for shareholders voting at the meeting,

there were 28,912,813,604 total outstanding shares. The following items were

considered by shareholders and the results of their voting were as follows:



AGENDA ITEM 1: To elect Trustees.*



                                  SHARES VOTED FOR    SHARES WITHHELD AUTHORITY
Thomas G Bigley                      17,186,131,753          91,735,736
John T. Conroy, Jr.                 17,186,450,467           91,417,022
Peter E. Madden                     17,187,792,175           90,075,314
John E. Murray, Jr., J.D., S.J.D.   17,187,671,030           90,196,459




 *  The following Trustees of the Trust continued their terms as Trustees of

the Trust: John F. Donahue, William J. Copeland, J. Christopher Donahue,

James E. Dowd, Esq., Lawrence D. Ellis, M.D., Edward L. Flaherty, Jr., Esq.,

Wesley W. Posvar, and Marjorie P. Smuts.

    

FINANCIAL HIGHLIGHTS -- INSTITUTIONAL SHARES

GOVERNMENT OBLIGATIONS FUND
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 19.

   

<TABLE>

<CAPTION>

                                                  YEAR  ENDED  JULY 31,
                  1998      1997        1996        1995     1994    1993     1992       1991    1990(A)
<S>               <C>       <C>         <C>         <C>      <C>     <C>      <C>       <C>      <C>
NET ASSET VALUE,
BEGINNING OF
PERIOD           $ 1.00   $ 1.00      $ 1.00      $ 1.00   $ 1.00   $ 1.00   $ 1.00    $ 1.00    $ 1.00
INCOME FROM
INVESTMENT
OPERATIONS
Net
investment
income             0.05     0.05        0.05        0.05     0.03     0.03     0.05      0.07      0.03
LESS
DISTRIBUTIONS
Distributions
from net
investment
income            (0.05)   (0.05)      (0.05)      (0.05)   (0.03)   (0.03)   (0.05 )   (0.07)    (0.03 )
NET ASSET
VALUE, END
OF PERIOD        $ 1.00   $ 1.00      $ 1.00      $ 1.00   $ 1.00   $ 1.00   $ 1.00    $ 1.00    $ 1.00
TOTAL
RETURN(B)          5.59%    5.43%       5.55%       5.57%    3.41%    3.22%    4.70 %    7.20 %    2.80%
RATIOS TO
AVERAGE
NET ASSETS
Expenses           0.20%    0.20%       0.20%       0.20%    0.20%    0.20%    0.20 %    0.20 %    0.20%*
Net
investment
income             5.45%    5.32%       5.41%       5.58%    3.38%    3.16%    4.55%     6.77%     8.24%*
Expense
waiver/
reimbursement(c)   0.35%    0.35%       0.36%       0.40%    0.15%    0.11%    0.12 %    0.22 %    0.34%*
SUPPLEMENTAL
DATA
Net assets,
end of period
(000 omitted)   $3,707,106 $3,293,392 $2,182,999 $1,926,516 $763,879 $707,146 $679,533 $331,454   $148,598
</TABLE>

    



 * Computed on an annualized basis.



 (a) Reflects operations for the period from March 31, 1990 (date of initial

public investment) to July 31, 1990.



 (b) Based on net asset value, which does not reflect the sales charge or

contingent deferred sales charge, if applicable.



 (c) This voluntary expense decrease is reflected in both the expense and net

investment income ratios shown above.



(See Notes which are an integral part of the Financial Statements)



PORTFOLIO OF INVESTMENTS

GOVERNMENT OBLIGATIONS FUND

JULY 31, 1998

   

<TABLE>

<CAPTION>

PRINCIPAL
 AMOUNT                                                                                    VALUE
<C>         <S>                                                                    <C>
SHORT-TERM OBLIGATIONS--37.9%
 $ 51,000,000 Federal Farm Credit Bank Notes--1.0%
              5.500% - 5.600%, 10/1/1998 - 4/1/1999                                             $     50,965,352
   81,000,000 (a)Federal Farm Credit Bank, Floating Rate Notes--1.5%
              5.372% - 5.468%, 8/1/1998                                                               80,982,239
  161,900,000 Federal Home Loan Bank Notes--3.0%
              5.500% - 5.705%, 10/23/1998 - 7/13/1999                                                161,835,976
   34,370,000 (b)Federal Home Loan Bank, Discount Notes--0.6%
              5.390%, 11/4/1998 - 11/12/1998                                                          33,859,934
   56,000,000 (a)Federal Home Loan Bank, Floating Rate Notes--1.0%
              5.548%, 8/5/1998                                                                        55,980,478
   36,000,000 Federal Home Loan Mortgage Corp. Notes--0.7%
              5.550% - 5.605%, 3/12/1999 - 4/29/1999                                                  35,982,696
   83,000,000 (b)Federal Home Loan Mortgage Corp., Discount Notes--1.5%
              5.350% - 5.380%, 9/30/1998 - 12/2/1998                                                  81,901,892
   73,000,000 (a)Federal Home Loan Mortgage Corp., Floating Rate Notes--1.4%
              5.446% - 5.456%, 8/19/1998 - 8/20/1998                                                  72,965,999
  205,285,000 Federal National Mortgage Association Notes--3.8%
              5.360% - 6.250%, 8/14/1998 - 8/9/1999                                                  205,202,030
  472,800,000 (b)Federal National Mortgage Association, Discount Notes--8.7%
              5.300% - 5.450%, 9/17/1998 - 1/4/1999                                                  465,131,795
  338,000,000 (a)Federal National Mortgage Association, Floating Rate Notes--6.3%
              5.443% - 5.590%, 8/3/1998 - 8/28/1998                                                  337,862,491
  313,243,000 (a)Housing and Urban Development, Floating Rate Note--5.8%
              5.899%, 8/1/1998                                                                       313,243,000
   45,500,000 Student Loan Marketing Association Notes--0.8%
              5.580% - 5.830%, 10/29/1998 - 3/11/1999                                                 45,497,943
   79,000,000 (a)Student Loan Marketing Association, Floating Rate Notes--1.5%
              5.303% - 5.553%, 8/4/1998 - 8/6/1998                                                    78,990,198
   18,000,000 U.S. Treasury Note--0.3%
              5.875%, 1/31/1999                                                                       18,028,171
                  TOTAL SHORT-TERM OBLIGATIONS                                                     2,038,430,194
(C)REPURCHASE AGREEMENTS---62.5%
  240,000,000 ABN AMRO Chicago Corp., 5.690%, dated 7/31/1998, due 8/3/1998                          240,000,000
  260,000,000 BT Securities Corp., 5.690%, dated 7/31/1998, due 8/3/1998                             260,000,000
  260,000,000 Bear, Stearns and Co., 5.690%, dated 7/31/1998, due 8/3/1998                           260,000,000
      400,000 Deutsche Bank Government Securities, Inc., 5.640%, dated 7/31/1998, due 8/3/1998           400,000
</TABLE>
    
GOVERNMENT OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                               VALUE
<C>         <S>                                                                             <C>
(C)REPURCHASE AGREEMENTS--CONTINUED
$ 100,000,000 Deutsche Bank Government Securities, Inc., 5.690%, dated 7/31/1998, due 8/3/1998   $   100,000,000
  260,000,000 Greenwich Capital Markets, Inc., 5.690%, dated 7/31/1998, due 8/3/1998                 260,000,000
  260,000,000 HSBC Securities, Inc., 5.690%, dated 7/31/1998, due 8/3/1998                           260,000,000
  130,000,000 NationsBank Capital Markets, 5.710%, dated 7/31/1998, due 8/3/1998                     130,000,000
  260,000,000 Prudential Securities, Inc., 5.690%, dated 7/31/1998, due 8/3/1998                     260,000,000
  260,000,000 Salomon Brothers, Inc., 5.690%, dated 7/31/1998, due 8/3/1998                          260,000,000
   90,000,000 (d)Chase Government Securities, Inc., 5.560%, dated 7/28/1998, due 8/27/1998            90,000,000
   60,000,000 (d)Goldman Sachs Group, LP, 5.540%, dated 7/1/1998, due 8/31/1998                       60,000,000
  115,000,000 (d)Goldman Sachs Group, LP, 5.540%, dated 7/9/1998, due 8/10/1998                      115,000,000
   55,000,000 (d)Goldman Sachs Group, LP, 5.550%, dated 7/14/1998, due 10/13/1998                     55,000,000
  125,000,000 (d)J.P. Morgan & Co., Inc., 5.540%, dated 6/16/1998, due 8/19/1998                     125,000,000
  119,000,000 (d)J.P. Morgan & Co., Inc., 5.550%, dated 5/8/1998, due 8/10/1998                      119,000,000
  100,000,000 (d)J.P. Morgan & Co., Inc., 5.550%, dated 7/6/1998, due 10/5/1998                      100,000,000
  167,000,000 (d)Lehman Brothers, Inc., 5.540%, dated 7/9/1998, due 9/8/1998                         167,000,000
   50,000,000 (d)Merrill Lynch, Pierce, Fenner and Smith, 5.530%, dated 7/14/1998, due 8/14/1998      50,000,000
  138,000,000 (d)Merrill Lynch, Pierce, Fenner and Smith, 5.550%, dated 7/6/1998, due 8/5/1998       138,000,000
   55,000,000 (d)Warburg Dillon Reed LLC, 5.530%, dated 7/14/1998, due 8/13/1998                      55,000,000
  100,000,000 (d)Warburg Dillon Reed LLC, 5.550%, dated 7/7/1998, due 10/5/1998                      100,000,000
   90,000,000 (d)Warburg Dillon Reed LLC, 5.600%, dated 7/27/1998, due 8/19/1998                      90,000,000
   70,000,000 Warburg Dillon Reed LLC, 5.610%, dated 7/31/1998, due 8/3/1998                          70,000,000
              TOTAL REPURCHASE AGREEMENTS                                                          3,364,400,000
              TOTAL INVESTMENTS (AT AMORTIZED COST)(E)                                            $5,402,830,194
</TABLE>

    

 (a) Floating rate note with current rate and next reset date shown.



 (b) Each issue shows the rate of discount at time of purchase.



 (c) The repurchase agreements are fully collateralized by U.S. government

and/or agency obligations based on market prices at the date of the

portfolio. The investments in the repurchase agreements are through

participation in joint accounts with other Federated funds.



 (d) Although final maturity falls beyond seven days, a liquidity feature is

included in each transaction to permit termination of the repurchase

agreement within seven days.



 (e) Also represents cost for federal tax purposes.

   

Note: The categories of investments are shown as a percentage of net assets

($5,379,523,041) at July 31, 1998.

    

The following acronyms are used throughout this portfolio:

LLC--Limited Liability Corporation

LP --Limited Partnership
(See Notes which are an integral part of the Financial Statements)



STATEMENT OF ASSETS AND LIABILITIES

GOVERNMENT OBLIGATIONS FUND
   

JULY 31, 1998

<TABLE>

<CAPTION>

<S>                                                            <C>              <C>
ASSETS:
Investments in repurchase agreements                                $3,364,400,000
Investments in securities                                            2,038,430,194
Total investments in securities, at amortized cost and value                       $5,402,830,194
Cash                                                                                    1,090,234
Income receivable                                                                      21,937,011
Receivable for shares sold                                                              2,122,040
Total assets                                                                        5,427,979,479
LIABILITIES:
Payable for investments purchased                                       26,943,280
Payable for shares redeemed                                              4,300,002
Income distribution payable                                             16,403,997
Accrued expenses                                                           809,159
Total liabilities                                                                      48,456,438
NET ASSETS for 5,379,523,041 shares outstanding                                    $5,379,523,041
NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PROCEEDS PER SHARE:
INSTITUTIONAL SHARES:
$3,707,105,575 / 3,707,105,575 shares outstanding                                           $1.00
INSTITUTIONAL SERVICE SHARES:
$1,672,417,466 / 1,672,417,466 shares outstanding                                           $1.00
</TABLE>

    

(See Notes which are an integral part of the Financial Statements)
Statement Of Operations

GOVERNMENT OBLIGATIONS FUND
YEAR ENDED JULY 31, 1998

   

<TABLE>

<CAPTION>

<S>                                             <C>             <C>               <C>
INVESTMENT INCOME:
Interest                                                                            $265,042,316
EXPENSES:
Investment advisory fee $ 9,364,290 Administrative personnel and services fee
3,531,785 Custodian fees 243,774 Transfer and dividend disbursing agent fees and
expenses 149,187 Directors'/Trustees' fees 28,022 Auditing fees 12,686 Legal
fees 10,045 Portfolio accounting fees 371,866 Shareholder services
fee--Institutional Shares 8,502,649 Shareholder services fee--Institutional
Service Shares 3,202,713 Share registration costs 482,969 Printing and postage
96,765 Insurance premiums 27,464 Miscellaneous 29,736 Total expenses 26,053,951
Waivers Waiver of investment advisory fee $(4,778,285) Waiver of shareholder
services fee--Institutional Shares (8,502,649) Total waivers (13,280,934) Net
expenses 12,773,017 Net investment income $252,269,299 </TABLE>

    

(See Notes which are an integral part of the Financial Statements)

STATEMENT OF CHANGES IN NET ASSETS

GOVERNMENT OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
                                                                                               YEAR ENDED JULY 31,
                                                                                             1998              1997
<S>                                                                                <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS--
Net investment income                                                                 $    252,269,299  $    177,875,424
DISTRIBUTIONS TO SHAREHOLDERS
Distributions from net investment income
Institutional Shares                                                                      (185,207,877)     (134,094,591)
Institutional Service Shares                                                               (67,061,422)      (43,780,833)
Change in net assets resulting from distributions to shareholders                         (252,269,299)     (177,875,424)
SHARE TRANSACTIONS--
Proceeds from sale of shares                                                            35,342,645,977    22,256,668,113
Net asset value of shares issued to shareholders in payment of distributions declared       76,651,916        55,759,597
Cost of shares redeemed                                                                (34,270,035,225)  (20,967,440,251)
Change in net assets resulting from share transactions                                   1,149,262,668     1,344,987,459
Change in net assets                                                                     1,149,262,668     1,344,987,459
NET ASSETS:
Beginning of period                                                                      4,230,260,373     2,885,272,914
End of period                                                                         $  5,379,523,041  $  4,230,260,373
</TABLE>
    

(See Notes which are an integral part of the Financial Statements)

NOTES TO FINANCIAL STATEMENTS

GOVERNMENT OBLIGATIONS FUND
   
JULY 31, 1998

    

ORGANIZATION
Money Market Obligations Trust (the "Trust") is registered under the

Investment Company Act of 1940, as amended (the "Act") as an open-end,

management investment company. The Trust consists of six portfolios. The

financial statements included herein are only those of Government

Obligations Fund (the "Fund"). The financial statements of the other

portfolios are presented separately. The assets of each portfolio are

segregated and a shareholder's interest is limited to the portfolio in which

shares are held. The investment objective of the Fund is to provide current

income consistent with stability of principal.



The Fund offers two classes of shares: Institutional Shares and Institutional

Service Shares.



SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently

followed by the Fund in the preparation of its financial statements. These

policies are in conformity with generally accepted accounting principles.



INVESTMENT VALUATIONS
The Fund uses the amortized cost method to value its portfolio securities in

accordance with Rule 2a-7 under the Act.



REPURCHASE AGREEMENTS
It is the policy of the Fund to require the custodian bank to take

possession, to have legally segregated in the Federal Reserve Book Entry

System, or to have segregated within the custodian bank's vault, all

securities held as collateral under repurchase agreement transactions.

Additionally, procedures have been established by the Fund to monitor, on a

daily basis, the market value of each repurchase agreement's collateral to

ensure that the value of collateral at least equals the repurchase price to

be paid under the repurchase agreement transaction.



The Fund will only enter into repurchase agreements with banks and other

recognized financial institutions, such as broker/dealers, which are deemed

by the Fund's adviser to be creditworthy pursuant to the guidelines and/or

standards reviewed or established by the Board of Trustees (the "Trustees").

Risks may arise from the potential inability of counterparties to honor the

terms of the repurchase agreement. Accordingly, the Fund could receive less

than the repurchase price on the sale of collateral securities.



INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS
Interest income and expenses are accrued daily. Bond premium and discount, if

applicable, are amortized as required by the Internal Revenue Code, as

amended (the "Code"). Distributions to shareholders are recorded on the ex-

dividend date.



FEDERAL TAXES
It is the Fund's policy to comply with the provisions of the Code applicable

to regulated investment companies and to distribute to shareholders each year

substantially all of its income. Accordingly, no provisions for federal tax

are necessary.



WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
The Fund may engage in when-issued or delayed delivery transactions. The Fund

records when-issued securities on the trade date and maintains security

positions such that sufficient liquid assets will be available to make

payment for the securities purchased. Securities purchased on a when-issued

or delayed delivery basis are marked to market daily and begin earning

interest on the settlement date.



USE OF ESTIMATES
The preparation of financial statements in conformity with generally

accepted accounting principles requires management to make estimates and

assumptions that affect the amounts of assets, liabilities, expenses and

revenues reported in the financial statements. Actual results could differ

from those estimated.



OTHER
Investment transactions are accounted for on the trade date.



SHARES OF BENEFICIAL INTEREST
   

The Declaration of Trust permits the Trustees to issue an unlimited number of

full and fractional shares of beneficial interest (without par value) for

each class of shares. At July 31, 1998, capital paid-in aggregated

$5,379,523,041. Transactions in shares were as follows:

<TABLE>
<CAPTION>
                               YEAR ENDED JULY31,
INSTITUTIONAL SHARES                                               1998             1997
<S>                                                              <C>             <C>
Shares sold                                                         24,848,661,392   17,018,052,623
Shares issued to shareholders in payment of distributions declared      49,306,799       37,459,828
Shares redeemed                                                    (24,484,254,216) (15,945,119,407)
Net change resulting from Institutional Share transactions             413,713,975    1,110,393,044
<CAPTION>

                               YEAR ENDED JULY31,
INSTITUTIONAL SERVICE SHARES                                       1998            1997
<S>                                                             <C>              <C>
Shares sold                                                        10,493,984,585   5,238,615,490
Shares issued to shareholders in payment of distributions declared     27,345,117      18,299,769
Shares redeemed                                                    (9,785,781,009) (5,022,320,844)
Net change resulting from Institutional Service Share transactions    735,548,693     234,594,415
Net change resulting from share transactions                        1,149,262,668   1,344,987,459
</TABLE>

</R

INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE
Federated Management, the Fund's investment adviser (the "Adviser"),

receives for its services an annual investment advisory fee equal to 0.20% of

the Fund's average daily net assets. The Adviser may voluntarily choose to

waive any portion of its fee. The Adviser can modify or terminate this

voluntary waiver at any time at its sole discretion.



AMINISTRATIVE FEE
Federated Services Company ("FServ"), under the Administrative Services

Agreement, provides the Fund with administrative personnel and services. The

fee paid to FServ is based on the level of average aggregate daily net assets

of all funds advised by subsidiaries of Federated Investors, Inc. for the

period. The administrative fee received during the period of the

Administrative Services Agreement shall be at least $125,000 per portfolio

and $30,000 per each additional class of shares.



SHAREHOLDER SERVICES FEE
Under the terms of a Shareholder Services Agreement with Federated

Shareholder Services ("FSS"), the Fund will pay FSS up to 0.25% of average

daily net assets of the Fund for the period. The fee paid to FSS is used to

finance certain services for shareholders and to maintain shareholder

accounts. FSS may voluntarily choose to waive any portion of its fee. FSS can

modify or terminate this voluntary waiver at any time at its sole discretion.



TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES FServ, through its
subsidiary, Federated Shareholder Services Company

("FSSC"), serves as transfer and dividend disbursing agent for the Fund. The

fee paid to FSSC is based on the size, type, and number of accounts and

transactions made by shareholders.



PORTFOLIO ACCOUNTING FEES
FServ maintains the Fund's accounting records for which it receives a fee.

The fee is based on the level of the Fund's average daily net assets for the

period, plus out-of-pocket expenses.



GENERAL
Certain of the Officers and Trustees of the Trust are Officers and Directors

or Trustees of the above companies.



YEAR 2000 (UNAUDITED)
Similar to other financial organizations, the Fund could be adversely

affected if the computer systems used by the Fund's service providers do not

properly process and calculate date-related information and data from and

after January 1, 2000. The Fund's Adviser and Administrator are taking

measures that they believe are reasonably designed to address the Year 2000

issue with respect to computer systems that they use and to obtain reasonable

assurances that comparable steps are being taken by each of the Fund's other

service providers. At this time, however, there can be no assurance that

these steps will be sufficient to avoid any adverse impact to the Fund.

    

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of

MONEY MARKET OBLIGATIONS TRUST

(Government Obligations Fund):

   

We have audited the accompanying statement of assets and liabilities of

Government Obligations Fund (an investment portfolio of Money Market

Obligations Trust, a Massachusetts business trust), including the schedule

of portfolio investments, as of July 31, 1998, the related statement of
operations for the year then ended, the statement of changes in net assets

for each of the two years in the period then ended, and the financial

highlights for the periods presented. These financial statements and

financial highlights are the responsibility of the Trust's management. Our

responsibility is to express an opinion on these financial statements and

financial highlights based on our audits.



We conducted our audits in accordance with generally accepted auditing

standards. Those standards require that we plan and perform the audit to

obtain reasonable assurance about whether the financial statements and

financial highlights are free of material misstatement. An audit includes

examining, on a test basis, evidence supporting the amounts and disclosures

in the financial statements. Our procedures included confirmation of

securities owned as of July 31, 1998, by correspondence with the custodian

and brokers. As to confirmation replies not received, we carried out

alternative auditing procedures. An audit also includes assessing the

accounting principles used and significant estimates made by management, as

well as evaluating the overall financial statement presentation. We believe

that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements and financial highlights referred to

above present fairly, in all material respects, the financial position of

Government Obligations Fund (an investment portfolio of Money Market

Obligations Trust) as of July 31, 1998, the results of its operations for the

year then ended, the changes in its net assets for each of the two years in

the period then ended, and its financial highlights for the periods

presented, in conformity with generally accepted accounting principles.



                               ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania

September 25, 1998

    

Government Obligations Fund

   

(Portfolio of Money Market Obligations Trust)
Institutional Service Shares

PROSPECTUS
SEPTEMBER 30, 1998

An Open-End, Diversified Management Investment Company

    


GOVERNMENT
OBLIGATIONS FUND
INSTITUTIONAL
SERVICE SHARES
   
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

    


DISTRIBUTOR
   
Federated Securities Corp.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
    
INVESTMENT ADVISER
   
Federated Management
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
    


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

TRANSFER AGENT
AND DIVIDEND
DISBURSING AGENT

Federated Shareholder
Services Company
P.O. Box 8600
Boston, MA 02266-8600

INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP
2100 One PPG Place
Pittsburgh, PA 15222

[GRAPHIC]

Federated Securities Corp., Distributor
1-800-341-7400
www.federatedinvestors.com

   
Cusip 60934N807
G01066-02 (9/98)
    







GOVERNMENT OBLIGATIONS FUND

(A PORTFOLIO OF MONEY MARKET OBLIGATIONS TRUST)
INSTITUTIONAL SHARES
INSTITUTIONAL SERVICE SHARES

STATEMENT OF ADDITIONAL INFORMATION
   

This Statement of Additional Information should be read with the prospectuses of
Government Obligations Fund (the "Fund"), a portfolio of Money Market
Obligations Trust (the "Trust") dated September 30, 1998. This Statement is not
a prospectus. You may request a copy of a prospectus or a paper copy of this
Statement, if you have received it electronically, free of charge by calling
1-800-341-7400.

GOVERNMENT OBLIGATIONS FUND
FEDERATED INVESTORS FUNDS
5800 CORPORATE DRIVE
PITTSBURGH, PA 15237-7000

Statement dated September 30, 1998

    

(graphic)
Federated Securities Corp., Distributor
Federated Investors, Inc.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
1-800-341-7400
www.federatedinvestors.com

   

Cusip 60934N104
Cusip 60934N807
G01066-03 (9/98)

    

(graphic)


TABLE OF CONTENTS

INVESTMENT POLICIES  1

Acceptable Investments  1

When-Issued and Delayed Delivery Transactions  1

Repurchase Agreements  1

Reverse Repurchase Agreements  1

Lending of Portfolio Securities  1

INVESTMENT LIMITATIONS  1

Selling Short and Buying on Margin  1

Issuing Senior Securities and Borrowing Money  2

Pledging Assets  2

Lending Cash or Securities  2

Investing in Commodities  2

Investing in Real Estate  2

Underwriting  2

Concentration of Investments  2

Diversification of Investments  2

Investing in Illiquid Securities  2

Investing in Securities of Other
  Investment Companies   3

Investing for Control  3

Investing in Options  3

Regulatory Compliance  3

MONEY MARKET OBLIGATIONS TRUST MANAGEMENT  4

Share Ownership  7

Trustee Compensation  8

Trustee Liability  8

INVESTMENT ADVISORY SERVICES  8

Investment Adviser  8

Advisory Fees  9

BROKERAGE TRANSACTIONS   9

OTHER SERVICES  9

Fund Administration  9

Custodian and Portfolio Accountant  9

Transfer Agent  9

Independent Public Accountants  9

Shareholder Services  10

DETERMINING NET ASSET VALUE  10

REDEMPTION IN KIND  10

MASSACHUSETTS PARTNERSHIP LAW   10

THE FUND'S TAX STATUS  11

PERFORMANCE INFORMATION  11

Yield  11

Effective Yield  11

Total Return  11

Performance Comparisons  12

Economic and Market Information  12

ABOUT FEDERATED INVESTORS, INC.  12

Mutual Fund Market  13

Institutional Clients  13

Bank Marketing  13

Broker/Dealers and Bank
  Broker/Dealer Subsidiaries  13


INVESTMENT POLICIES

Unless indicated otherwise, the policies described below may be changed by the
Board of Trustees (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 ordinarily is 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 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 in a dollar
amount sufficient to make payment for the securities to be purchased are:
segregated on the Fund's records at the trade date; marked to market daily; and
maintained until the transaction is settled. The Fund does not intend to engage
in when-issued and delayed delivery transactions to an extent that would cause
the segregation of more than 20% of the total value of its assets.

REPURCHASE AGREEMENTS

The Fund believes that under the regular procedures normally in effect for
custody of the Fund's portfolio securities subject to repurchase agreements, a
court of competent jurisdiction would rule in favor of the Fund and allow
retention or disposition of such securities. The Fund will only enter into
repurchase agreements with banks and other recognized financial institutions,
such as broker/dealers, which are deemed by the Fund's adviser to be
creditworthy pursuant to guidelines established by the Trustees.

REVERSE REPURCHASE AGREEMENTS

The Fund may also enter into reverse repurchase agreements. These transactions
are similar to borrowing cash. In a reverse repurchase agreement, the Fund
transfers possession of a portfolio instrument in return for a percentage of the
instrument's market value in cash and agrees that on a stipulated date in the
future the Fund will repurchase the portfolio instrument by remitting the
original consideration plus interest at an agreed-upon rate. The use of reverse
repurchase agreements may enable the Fund to avoid selling portfolio instruments
at a time when a sale may be deemed to be disadvantageous, but does not ensure
this result. However, liquid assets of the Fund, in a dollar amount sufficient
to make payment for the securities to be purchased, are: segregated on the
Fund's records at the trade date; marked to market daily; and maintained until
the transaction is settled.

LENDING OF PORTFOLIO SECURITIES

The collateral received when the Fund lends portfolio securities must be valued
daily and, should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the option
of the Fund or the borrower. The Fund may pay reasonable administrative and
custodial fees in connection with a loan and may pay a negotiated portion of the
interest earned on the cash or equivalent collateral to the borrower or placing
broker.

INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN

The Fund will not sell any securities short or purchase any securities on margin
but may obtain such short-term credits as are necessary for clearance of
transactions.

ISSUING SENIOR SECURITIES AND BORROWING MONEY

The Fund will not issue senior securities except that the Fund may borrow money
directly or through reverse repurchase agreements in amounts up to one-third of
the value of its total assets, including the amounts borrowed.

The Fund will not borrow money or engage in reverse repurchase agreements for
investment leverage, but rather as a temporary, extraordinary, or emergency
measure or to facilitate management of the portfolio by enabling the Fund to
meet redemption requests when the liquidation of portfolio securities is deemed
to be inconvenient or disadvantageous. The Fund will not purchase any securities
while borrowings in excess of 5% of the value of its total assets are
outstanding. During the period any reverse repurchase agreements are
outstanding, the Fund will restrict the purchase of portfolio securities to
money market instruments maturing on or before the expiration date of the
reverse repurchase agreements, but only to the extent necessary to assure
completion of the reverse repurchase agreements.

PLEDGING ASSETS

The Fund will not mortgage, pledge, or hypothecate any assets except to secure
permitted borrowings. In those cases, it may pledge assets having a market value
not exceeding the lesser of the dollar amounts borrowed or 15% of the value of
total assets of the Fund at the time of the pledge.

LENDING CASH OR SECURITIES

The Fund will not lend any of its assets, except portfolio securities. This
shall not prevent the Fund from purchasing or holding bonds, debentures, notes,
certificates of indebtedness or other debt securities, entering into repurchase
agreements or engaging in other transactions where permitted by its investment
objective, policies, and limitations or the Trust's Declaration of Trust.

INVESTING IN COMMODITIES

The Fund will not purchase or sell commodities, commodity contracts, or
commodity futures contracts.

INVESTING IN REAL ESTATE

The Fund will not purchase or sell real estate, including limited partnership
interests although it may invest in securities of issuers whose business
involves the purchase or sale of real estate or in securities which are secured
by real estate or interests in real estate.

UNDERWRITING

The Fund will not underwrite any issue of securities, except as it may be deemed
to be an underwriter under the Securities Act of 1933 in connection with the
sale of securities in accordance with its investment objective, policies, and
limitations.

CONCENTRATION OF INVESTMENTS

The Fund will not invest 25% or more of the value of its total assets in any one
industry. However, the Fund may invest 25% or more of the value of its total
assets in cash, cash items, or securities issued or guaranteed by the government
of the United States, or its agencies, or instrumentalities and repurchase
agreements collateralized by such U.S. government securities. The 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 limitations, however, may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
in these limitations becomes effective.

INVESTING IN ILLIQUID SECURITIES

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

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 FOR CONTROL

The Fund will not invest in securities of a company for the purpose of
exercising control or management.

INVESTING IN OPTIONS

The Fund will not invest in puts, calls, straddles, spreads, or any combination
of them.

For purposes of the above limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings association having capital, surplus, and undivided profits in excess
of $100,000,000 at the time of investment to be "cash items." Except with
respect to borrowing money, if a percentage limitation is adhered to at the time
of investment, a later increase or decrease in percentage resulting from any
change in value or net assets will not result in a violation of such limitation.

The Fund did not borrow money or pledge securities in excess of 5% of the value
of its net assets during the last fiscal year and has no present intent to do so
during the coming fiscal year.

REGULATORY COMPLIANCE

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

MONEY MARKET OBLIGATIONS TRUST MANAGEMENT

   

Officers and Trustees are listed with their addresses, birthdates, present
positions with Money Market Obligations Trust, and principal occupations.

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

Thomas G. Bigley
15 Old Timber Trail
Pittsburgh, PA
Birthdate: February 3, 1934
Trustee
Director or Trustee of the Funds; Director, Member of Executive Committee,
Children's Hospital of Pittsburgh; formerly, Senior Partner, Ernst & Young LLP;
Director, MED 3000 Group, Inc.; Director, Member of Executive Committee,
University of Pittsburgh.

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

William J. Copeland
One PNC Plaza--23rd Floor
Pittsburgh, PA
Birthdate: July 4, 1918
Trustee
Director or Trustee of the Funds; Director and Member of the
Executive Committee, Michael Baker, Inc.; formerly, Vice
Chairman and Director, PNC Bank, N.A. and PNC Bank Corp.;
Director, Ryan Homes, Inc.; Director, United Refinery;
Chairman, Pittsburgh Foundation; Director, Forbes Fund;
Chairman, Pittsburgh Civic Light Opera.

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

James E. Dowd, Esq.
571 Hayward Mill Road
Concord, MA
Birthdate: May 18, 1922
Trustee
Director or Trustee of the Funds; Attorney-at-law; Director,
The Emerging Germany Fund, Inc.; formerly, President, Boston
Stock Exchange, Inc.; Regional Administrator, United States
Securities and Exchange Commission.

Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932
Trustee
Director or Trustee of the Funds; Professor of Medicine, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center--Downtown;
Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals;
formerly, Member, National Board of Trustees, Leukemia Society of America.

Edward L. Flaherty, Jr., Esq.@
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate: June 18, 1924
Trustee
Director or Trustee of the Funds; Attorney, Of Counsel, Miller, Ament, Henny &
Kochuba; Director, Eat'N Park Restaurants, Inc.; formerly, Counsel, Horizon
Financial, F.A., Western Region; Partner, Meyer and Flaherty.

Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
Birthdate: March 16, 1942
Trustee
Director or Trustee of the Funds; formerly, Representative, Commonwealth of
Massachusetts General Court; President, State Street Bank and Trust Company and
State Street Corporation; Director, VISA USA and VISA International; Chairman
and Director, Massachusetts Banker Association; Director, Depository Trust
Corporation.

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

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925
Trustee
Director or Trustee of the Funds; President, World Society for Ekistics, Athens;
Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., National Defense University, and U.S. Space Foundation; President
Emeritus, University of Pittsburgh; Founding Chairman, National Advisory Council
for Environmental Policy and Technology, Federal Emergency Management Advisory
Board, and Czech Management Center, Prague; formerly, Professor, United States
Military Academy; Professor, United States Air Force Academy.

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate: June 21, 1935
Trustee
Director or Trustee of the Funds; Public Relations/ Marketing/Conference
Planning; formerly, National Spokesperson, Aluminum Company of America; business
owner.

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

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

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

    

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

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

   

As referred to in the list of Trustees and Officers, "Funds" includes the
following investment companies: Automated Government Money Trust; Blanchard
Funds; Blanchard Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust
Series, Inc.; CCB Funds; DG Investor Series; Edward D. Jones & Co. Daily
Passport Cash Trust; Federated Adjustable Rate U.S. Government Fund, Inc.;
Federated American Leaders Fund, Inc.; Federated ARMs Fund; Federated Core
Trust; Federated Equity Funds; Federated Equity Income Fund, Inc.; Federated
Fund for U.S. Government Securities, Inc.; Federated GNMA Trust; Federated
Government Income Securities, Inc.; Federated Government Trust; Federated High
Income Bond Fund, Inc.; Federated High Yield Trust; Federated Income Securities
Trust; Federated Income Trust; Federated Index Trust; Federated Institutional
Trust; Federated Insurance Series; Federated Investment Portfolios; Federated
Investment Trust; Federated Master Trust; Federated Municipal Opportunities
Fund, Inc.; Federated Municipal Securities Fund, Inc.; Federated Municipal
Trust; Federated Short-Term Municipal Trust; Federated Short-Term U.S.
Government Trust; Federated Stock and Bond Fund, Inc.; Federated Stock Trust;
Federated Tax-Free Trust; Federated Total Return Series, Inc.; Federated U.S.
Government Bond Fund; Federated U.S. Government Securities Fund: 1-3 Years;
Federated U.S. Government Securities Fund: 2-5 Years; Federated U.S. Government
Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; Fixed Income
Securities, Inc.; High Yield Cash Trust; Intermediate Municipal Trust;
International Series, Inc.; Investment Series Funds, Inc.; Investment Series
Trust; Liberty Term Trust, Inc.--1999; Liberty U.S. Government Money Market
Trust; Liquid Cash Trust; Managed Series Trust; Money Market Management, Inc.;
Money Market Obligations Trust; Money Market Obligations Trust II; Money Market
Trust; Municipal Securities Income Trust; Newpoint Funds; Regions Funds; RIGGS
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; The Planters Funds;
The Virtus Funds; Trust for Financial Institutions; Trust for Government Cash
Reserves; Trust for Short- Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; WesMark Funds; WCT Funds; and World Investment Series,
Inc.

    

SHARE OWNERSHIP

Officers and Trustees as a group own less than 1% of the Fund.

   

As of September 3, 1998, the following shareholders of record owned 5% or more
of the outstanding Institutional Shares of the Fund: America Online,
Incorporated, Dulles, Virginia, owned approximately 406,000,000, shares (9.08%),
and Fleet Securities, Corporation, New York, New York, owned approximately
242,592,879 shares (5.43%), and Fiduciary Trust Company International, New York,
New York, (as record owner holding Institutional Shares for its clients), owned
approximately 237,971,000 shares (5.32%)

As of September 4, 1998, the following shareholder(s) of record owned 5% or more
of the outstanding Institutional Services Shares of the Fund: County of San
Bernadino, San Bernadino, California, owned approximately 140,000,000, shares
(8.15%) and Hare and Company, New York, New York, owned approximately
102,875,991 shares (5.99%).

    

TRUSTEE COMPENSATION
   
<TABLE>
<CAPTION>

NAME,                           AGGREGATE
POSITION WITH                  COMPENSATION                  TOTAL COMPENSATION PAID
TRUST                           FROM TRUST*                      FROM FUND COMPLEX+
<S>                            <C>             <C>
John F. Donahue                        $0      $0 for the Trust and
Chairman and Trustee                           56 other investment companies in the Fund Complex
Thomas G. Bigley                  $18,351      $111,222 for the Trust and
Trustee                                        56 other investment companies in the Fund Complex
John T. Conroy, Jr.               $20,189      $122,362 for the Trust and
Trustee                                        56 other investment companies in the Fund Complex
William J. Copeland               $20,189      $122,362 for the Trust and
Trustee                                        56 other investment companies in the Fund Complex
J. Christopher Donahue                 $0      $0 for the Trust and
President and Trustee                          18 other investment companies in the Fund Complex
James E. Dowd, Esq.               $20,189      $122,362 for the Trust and
Trustee                                        56 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.           $18,351      $111,222 for the Trust and
                                               56 other investment companies in the Fund Complex
Edward L. Flaherty, Jr., Esq.     $20,189      $122,362 for the Trust and
Trustee                                        56 other investment companies in the Fund Complex
Peter E. Madden                   $18,351      $111,222 for the Trust and
Trustee                                        56 other investment companies in the Fund Complex
John E. Murray, Jr., J.D., S.J.D. $18,351      $111,222 for the Trust and
Trustee                                        56 other investment companies in the Fund Complex
Wesley W. Posvar                  $18,351      $111,222 for the Trust and
Trustee                                        56 other investment companies in the Fund Complex
Marjorie P. Smuts                 $18,351      $111,222 for the Trust and
Trustee                                        56 other investment companies in the Fund Complex

</TABLE>
    

* Information is furnished for the fiscal year ended July 31,1998.



# The aggregate compensation is provided for the Trust which is comprised of
six portfolios.

+ The information is provided for the last calendar year.

TRUSTEE LIABILITY

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

INVESTMENT ADVISORY SERVICES

INVESTMENT ADVISER

   

The Fund's investment adviser is Federated Management. It is a subsidiary of
Federated Investors, Inc. All the voting securities of Federated Investors,
Inc. are owned by a trust, the trustees of which are John F. Donahue, his
wife, and his son, J. Christopher Donahue.

    

The adviser shall not be liable to the Trust, the Fund, or any shareholder of
the Fund for any losses that may be sustained in the purchase, holding, or sale
of any security or for anything done or omitted by it, except acts or omissions
involving willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties imposed upon it by its contract with the Fund.

ADVISORY FEES

   

For its advisory services, Federated Management receives an annual investment
advisory fee as described in the prospectus. For the fiscal years ended July 31,
1998, 1997, and 1996, the adviser earned $9,364,290, $6,777,523, and $5,061,781,
respectively, of which $4,778,285, $3,522,148, and $2,827,496, respectively,
were waived.

    

BROKERAGE TRANSACTIONS

   

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the adviser will generally use those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. The adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
guidelines established by the Trustees. The adviser may select brokers and
dealers who offer brokerage and research services. These services may be
furnished directly to the Fund or to the adviser and may include: advice as to
the advisability of investing in securities; security analysis and reports;
economic studies; industry studies; receipt of quotations for portfolio
evaluations; and similar services. Research services provided by brokers and
dealers may be used by the adviser or its affiliates in advising the Fund and
other accounts. To the extent that receipt of these services may supplant
services for which the adviser or its affiliates might otherwise have paid, it
would tend to reduce their expenses. The adviser and its affiliates exercise
reasonable business judgment in selecting brokers who offer brokerage and
research services to execute securities transactions. They determine in good
faith that commissions charged by such persons are reasonable in relationship to
the value of the brokerage and research services provided. During the fiscal
year(s) ended July 31, 1998, 1997, and 1996, the Fund paid no brokerage
commissions.

    

Although investment decisions for the Fund are made independently from those of
the other accounts managed by the adviser, investments of the type the Fund may
make may also be made by those other accounts. When the Fund and one or more
other accounts managed by the adviser are prepared to invest in, or desire to
dispose of, the same security, available investments or opportunities for sales
will be allocated in a manner believed by the adviser to be equitable to each.
In some cases, this procedure may adversely affect the price paid or received by
the Fund or the size of the position obtained or disposed of by the Fund. In
other cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Fund.

OTHER SERVICES

FUND ADMINISTRATION

   

Federated Services Company, a subsidiary of Federated Investors, Inc., provides
administrative personnel and services to the Fund for a fee as described in the
prospectus. From March 1, 1994 to March 1, 1996, Federated Administrative
Services, a subsidiary of Federated Investors, Inc., served as the Fund's
Administrator. For purposes of this Statement of Additional Information,
Federated Services Company and Federated Administrative Services may hereinafter
collectively be referred to as the "Administrators." For the fiscal years ended
July 31, 1998, 1997, and 1996, the Administrators earned $3,531,785, $2,559,413,
and $1,914,143, respectively.

    

CUSTODIAN AND PORTFOLIO ACCOUNTANT

   

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. The fee paid for this service is based upon the level of
the Fund's average net assets for the period plus out-of-pocket expenses.

    

TRANSFER AGENT

Federated Services Company, through its registered transfer agent, Federated
Shareholder Services Company, maintains all necessary shareholder records. For
its services, the transfer agent receives a fee based on the size, type, and
number of accounts and transactions made by shareholders.

INDEPENDENT PUBLIC ACCOUNTANTS

   

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


    

SHAREHOLDER SERVICES

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

By adopting the Shareholder Services Agreement, the Trustees expect that the
Fund will benefit by: (1) providing personal services to shareholders; (2)
investing shareholder assets with a minimum of delay and administrative detail;
(3) enhancing shareholder recordkeeping systems; and (4) responding promptly to
shareholders' requests and inquiries concerning their accounts.

   

For the fiscal year ended July 31, 1998, the Fund earned shareholder service
fees on behalf of Institutional Shares and Institutional Service Shares in the
amounts of $8,502,649 and $3,202,713, respectively, of which $0 and $3,202,713,
respectively, was paid to financial institutions.

    

DETERMINING NET ASSET VALUE

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

The Fund's use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission under the Investment
Company Act of 1940. Under the Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value per share, as computed for
purposes of distribution and redemption, at $1.00 per share, taking into account
current market conditions and the Fund's investment objective. The procedures
include monitoring the relationship between the amortized cost value per share
and the net asset value per share based upon available indications of market
value. The Trustees will decide what, if any, steps should be taken if there is
a difference of more than 0.5 of 1% between the two values. The Trustees will
take any steps they consider appropriate (such as redemption in kind or
shortening the average portfolio maturity) to minimize any material dilution or
other unfair results arising from differences between the two methods of
determining net asset value.

REDEMPTION IN KIND

The Fund is obligated to redeem shares solely in cash up to $250,000 or 1% of
the Fund's net asset value, whichever is less, for any one shareholder within a
90-day period. Any redemption beyond this amount will also be in cash unless the
Trustees determine that further payments should be in kind. In such cases, the
Fund will pay all or a portion of the remainder of the redemption in portfolio
instruments valued in the same way as the Fund determines net asset value. The
portfolio instruments will be selected in a manner that the Trustees deem fair
and equitable. Redemption in kind is not as liquid as a cash redemption. If
redemption is made in kind, shareholders who sell these securities could receive
less than the redemption value and could incur certain transaction costs.

MASSACHUSETTS PARTNERSHIP LAW

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

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

THE FUND'S TAX STATUS

   

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

    

PERFORMANCE INFORMATION

Performance depends upon such variables as: portfolio quality; average portfolio
maturity; type of instruments in which the portfolio is invested; changes in
interest rates; changes in expenses; and the relative amount of cash flow. To
the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in shares of
the Fund, the performance will be reduced for those shareholders paying those
fees.

YIELD

The yield is calculated based upon the seven days ending on the day of the
calculation, called the "base period." This yield is computed by: determining
the net change in the value of a hypothetical account with a balance of one
share at the beginning of the base period, with the net change excluding capital
changes but including the value of any additional shares purchased with
dividends earned from the original one share and all dividends declared on the
original and any purchased shares; dividing the net change in the account's
value by the value of the account at the beginning of the base period to
determine the base period return; and multiplying the base period return by
365/7.

   

For the seven-day period ended July 31, 1998, the yield for Institutional Shares
was 5.46%, and the yield for Institutional Service Shares was 5.21%.

    

EFFECTIVE YIELD

   

The effective yield is calculated by compounding the unannualized base period
return by: adding 1 to the base period return; raising the sum to the 365/7th
power; and subtracting 1 from the result.

For the seven-day period ended July 31, 1998 the effective yield for
Institutional Shares was 5.61%, and the effective yield for Institutional
Service Shares was 5.34%.

    

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.

   

For the one-year, and five-year period ended July 31, 1998, and for the period
from March 31, 1990 (date of initial public investment) through July 31, 1998,
the average annual total returns were 5.59%, 5.11%, and 5.21%, respectively, for
Institutional Shares.

For the one-year period ended July 31, 1998 and for the period from August 1,
1994 (date of initial public investment) to July 31, 1998, the average annual
total returns were 5.33% and 5.25%, respectively, for Institutional Service
Shares.

    

PERFORMANCE COMPARISONS

Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance, investors
should consider all relevant factors such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute 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.

IBC/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.

Advertising and other promotional literature may include charts, graphs, and
other illustrations using the Fund's returns, or returns in general, that
demonstrate basic investment concepts such as tax-deferred compounding,
dollar-cost averaging and systematic investment. In addition, the Fund can
compare its performance, or performance for the types of securities in which it
invests, to a variety of other investments, such as bank savings accounts,
certificates of deposit, and Treasury bills.

ECONOMIC AND MARKET INFORMATION

Advertising and sales literature for the Fund may include discussions of
economic, financial and political developments and their effect on the
securities market. Such discussions may take the form of commentary on these
developments by portfolio managers and their views and analysis on how such
developments could affect the funds. In addition, advertising and sales
literature may quote statistics and give general information about the mutual
fund industry, including the growth of the industry, from sources such as the
Investment Company Institute.

   

ABOUT FEDERATED INVESTORS, INC.

Federated Investors, Inc. is dedicated to meeting investor needs which is
reflected in its investment decision making --structured, straightforward, and
consistent. This has resulted in a history of competitive performance with a
range of competitive investment products that have gained the confidence of
thousands of clients and their customers.

    

The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research. Investment decisions
are made and executed by teams of portfolio managers, analysts, and traders
dedicated to specific market sectors. These traders handle trillions of dollars
in annual trading volume.

   

In the money market sector, Federated Investors, Inc. gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional money
market fund. Simultaneously, the company pioneered the use of the amortized cost
method of accounting for valuing shares of money market funds, a principal means
used by money managers today to value money market fund shares. Other
innovations include the first institutional tax-free money market fund. As of
December 31, 1997, Federated managed more than $63.1 billion in assets across 51
money market funds, including 18 government, 11 prime and 22 municipal with
assets approximating $35 billion, $17.1 billion and $10.9 billion, respectively.

The Chief Investment Officers responsible for oversight of the various
investment sectors within Federated Investors, Inc. are: U.S. equity and high
yield--J. Thomas Madden; U.S. fixed income--William D. Dawson, III; and
global equities and fixed income--Henry A. Frantzen. The Chief Investment
Officers are Executive Vice Presidents of the Federated advisory companies.

    

MUTUAL FUND MARKET

   

Thirty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $4.4 trillion to the more than 6,700 funds available.*

Federated Investors, Inc., through its subsidiaries, distributes mutual funds
for a variety of investment applications. Specific markets include:

    

INSTITUTIONAL CLIENTS

   

Federated Investors, Inc. meets the needs of approximately 900 institutional
clients nationwide by managing and servicing separate accounts and mutual funds
for a variety of applications, including defined benefit and defined
contribution programs, cash management, and asset/liability management.
Institutional clients include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial
advisors. The marketing effort to these institutional clients is headed by John
B. Fisher, President, Institutional Sales Division.

    

BANK MARKETING

Other institutional clients include close relationships with more than 1,600
banks and trust organizations. Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios. The
marketing effort to trust clients is headed by Timothy C. Pillion, Senior Vice
President, Bank Marketing & Sales.

BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES

Federated funds are available to consumers through major brokerage firms
nationwide--we have over 2,200 broker/dealer and bank broker/dealer
relationships across the country--supported by more wholesalers than any other
mutual fund distributor. Federated's service to financial professionals and
institutions has earned it high ratings in several surveys performed by DALBAR,
Inc. DALBAR is recognized as the industry benchmark for service quality
measurement. The marketing effort to these firms is headed by James F. Getz,
President, Federated Securities Corp.

* Source: Investment Company Institute






PRIME OBLIGATIONS FUND

(A Portfolio of Money Market Obligations Trust)
Institutional Shares

PROSPECTUS

The Institutional Shares of Prime Obligations Fund (the "Fund") offered by this
prospectus represent interests in a portfolio of Money Market Obligations Trust
(the "Trust"), an open-end management investment company (a mutual fund). The
Fund invests in short-term money market securities to achieve current income
consistent with stability of principal.

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

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

   

The Fund has also filed a Statement of Additional Information dated September
30, 1998, with the Securities and Exchange Commission ("SEC"). The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information or a paper copy of this prospectus, if you have received
your prospectus electronically, free of charge by calling 1-800-341-7400. To
obtain other information, or make inquiries about the Fund, contact the Fund at
the address listed in the back of this prospectus. The Statement of Additional
Information, material incorporated by reference into this document, and other
information regarding the Fund is maintained electronically with the SEC at
Internet Web site (http://www.sec.gov).

    

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

   

PROSPECTUS DATED SEPTEMBER 30, 1998

    

TABLE OF CONTENTS

Summary of Fund Expenses   1
Financial Highlights-Institutional Shares   2
General Information 3 Year 2000 Statement 3 Investment Information 3 Investment
Objective 3 Investment Policies 3 Investment Risks 5 Investment Limitations 5
Fund Information 6 Management of the Fund 6
Distribution of Institutional Shares   6
Administration of the Fund   7
Net Asset Value   7
How to Purchase Shares   7
Purchasing Shares by Wire   7
Purchasing Shares by Check   7
Invest-by-Phone   8
How to Redeem Shares   8
Redeeming Shares by Telephone   8
Redeeming Shares by Mail   8
Account and Share Information   8
Dividends   8
Capital Gains   9
Account Activity   9
Accounts with Low Balances   9
Voting Rights   9
Tax Information   9
Federal Income Tax   9
State and Local Taxes   9
Other Classes of Shares   9
Performance Information   10
Last Meeting of Shareholders   11
Financial Highlights-Institutional Service Shares   12
Financial Statements 13
 Report of Independent Public Accountants   30

SUMMARY OF FUND EXPENSES
INSTITUTIONAL SHARES
SHAREHOLDER TRANSACTION EXPENSES
   
<TABLE>
<CAPTION>
<S>                                                                              <C>       <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)                 None
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of
 offering price)                                                                              None
Contingent Deferred Sales Charge (as a percentage of original purchase price or
 redemption proceeds, as applicable)                                                          None
Redemption Fee (as a percentage of amount redeemed, if applicable)                            None
Exchange Fee                                                                                  None
<CAPTION>
ANNUAL OPERATING EXPENSES
(As a percentage of average net assets)
<S>                                                                              <C>       <C>
Management Fee (after waiver)(1)                                                              0.10%
12b-1 Fee                                                                                     None
Total Other Expenses                                                                          0.10%
  Shareholder Services Fee (after waiver)(2)                                        0.00%
Total Operating Expenses(3)                                                                   0.20%
</TABLE>
    
 (1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.20%.

 (2) The shareholder services fee has been reduced to reflect the voluntary
waiver of the shareholder services fee. The shareholder service provider can
terminate this voluntary waiver at any time at its sole discretion.
The maximum shareholder services fee is 0.25%.

 (3) The total operating expenses would have been 0.55% absent the voluntary
waiver of a portion of the management fee and the shareholder services fee.

The purpose of this table is to assist an investor in understanding the various
costs and expenses that a shareholder of Institutional Shares of the Fund will
bear, either directly or indirectly. For more complete descriptions of the
various costs and expenses, see "Fund Information" and "How to Purchase Shares."
Wire-transferred redemptions of less than $5,000 may be subject to additional
fees.     EXAMPLE You would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return and (2) redemption at the end of each time period
<TABLE> <CAPTION> <S> <C> 1 Year $ 2 3 Years $ 6 5 Years $11 10 Years $26
</TABLE>     

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

FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
PRIME OBLIGATIONS FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 30.
   
<TABLE>
<CAPTION>
                               YEAR ENDED JULY 31,
                            1998         1997        1996       1995         1994       1993       1992      1991      1990(a)
<S>                      <C>          <C>        <C>         <C>          <C>        <C>        <C>         <C>        <C>
NET ASSET VALUE,
BEGINNING OF PERIOD       $  1.00     $  1.00     $  1.00    $  1.00      $  1.00     $  1.00    $  1.00    $  1.00    $ 1.00
INCOME FROM
INVESTMENT OPERATIONS
 Net investment income       0.05        0.05        0.05       0.06         0.03        0.03       0.05       0.07      0.03
LESS DISTRIBUTIONS
 Distributions from net
 investment income          (0.05)      (0.05)      (0.05)     (0.06)       (0.03)      (0.03)     (0.05)     (0.07)    (0.03)
NET ASSET VALUE,
END OF PERIOD             $  1.00     $  1.00     $  1.00     $  1.00     $  1.00     $  1.00    $  1.00    $  1.00   $  1.00
TOTAL RETURN(B)              5.64%       5.45%       5.58%       5.65%       3.47%       3.25%      4.74%      7.30%     2.89%
RATIOS TO AVERAGE
NET ASSETS
 Expenses                    0.20%       0.20%       0.20%       0.20%       0.20%       0.20%      0.20%      0.20%     0.20%*
 Net investment income       5.51%       5.35%       5.43%       5.60%       3.47%       3.20%      4.53%      6.54%     8.21%*
 Expense waiver/
 reimbursement(c)            0.35%       0.36%       0.36%       0.38%       0.14%       0.09%      0.10%      0.24%     0.68%*
SUPPLEMENTAL DATA
 Net assets,
 end of period
 (000 omitted)          $3,980,339  $3,588,082  $3,032,602  $2,457,797  $1,250,979  $1,098,159  $917,418   $473,593   $34,777
</TABLE>
    
 * Computed on an annualized basis.

 (a) Reflects operations for the period from March 26, 1990 (date of initial
public investment) to July 31, 1990.

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)

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 Board of
Trustees (the "Trustees") has 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
entities holding shares in an agency or fiduciary capacity, financial
institutions, financial intermediaries and institutional investors as a
convenient means of accumulating an interest in a professionally managed
portfolio investing in short-term money market securities. A minimum initial
investment of $1,000,000 over a one-year period is required.

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

   

YEAR 2000 STATEMENT

Like other mutual funds and business organizations worldwide, the Fund's service
providers (among them, the adviser, distributor, administrator and transfer
agent) must ensure that their computer systems are adjusted to properly process
and calculate date-related information from and after January 1, 2000. Many
software programs and, to a lesser extent, the computer hardware in use today
cannot distinguish the year 2000 from the year 1900. Such a design flaw could
have a negative impact in the handling of securities trades, pricing and
accounting services. The Fund and its service providers are actively working on
necessary changes to computer systems to deal with the year 2000 issue and
believe that systems will be year 2000 compliant when required. Analysis
continues regarding the financial impact of instituting a year 2000 compliant
program on the Fund's operations.

    

INVESTMENT INFORMATION

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide current income consistent
with stability of principal. This investment objective cannot be changed without
shareholder approval. While there is no assurance that the Fund will achieve its
investment objective, it endeavors to do so by complying with the
diversification and other requirements of Rule 2a-7 under the Investment Company
Act of 1940 which regulates money market mutual funds and by following the
investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of money
market securities maturing in 13 months or less. The average maturity of the
securities in the Fund's portfolio, computed on a dollar-weighted basis, will be
90 days or less. Unless indicated otherwise, the investment policies may be
changed by the Trustees without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS

The Fund invests in high quality money market instruments that are either rated
in the highest short-term rating category by one or more nationally recognized
statistical rating organizations ("NRSROs") or are of comparable quality to
securities having such ratings. Examples of these instruments include, but are
not limited to:

* domestic issues of corporate debt obligations, including variable rate
demand notes;

* commercial paper (including Canadian Commercial Paper and Europaper);

* certificates of deposit, demand and time deposits, bankers' acceptances and
other instruments of domestic and foreign banks and other deposit institutions
("Bank Instruments"); * short-term credit facilities; * asset-backed securities;
* obligations issued or guaranteed as to payment of principal and interest by
the U.S. government or one of its agencies or instrumentalities; and * other
money market instruments.

The Fund invests only in instruments denominated and payable in U.S. dollars.

VARIABLE RATE DEMAND NOTES

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

BANK INSTRUMENTS

   

The Fund only invests in Bank Instruments either issued by an institution having
 capital, surplus and undivided profits over $100 million, or insured by
the Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund
("SAIF"). Bank Instruments may include Eurodollar Certificates of Deposit
("ECDs"), Yankee Certificates of Deposit ("Yankee CDs"), Canadian Time Deposits,
and Eurodollar Time Deposits ("ETDs"). The Fund will treat securities credit
enhanced with a bank's letter of credit as Bank Instruments.

    

ASSET-BACKED SECURITIES

Asset-backed securities are securities issued by special purpose entities whose
primary assets consist of a pool of loans or accounts receivable. The securities
may take the form of beneficial interests in special purpose trusts, limited
partnership interests, or commercial paper or other debt securities issued by a
special purpose corporation. Although the securities often have some form of
credit or liquidity enhancement, payments on the securities depend predominantly
upon collections of the loans and receivables held by the issuer.

SHORT-TERM CREDIT FACILITIES

The Fund may enter into, or acquire participations in, short-term borrowing
arrangements with corporations, consisting of either a short-term revolving
credit facility or a master note agreement payable upon demand. Under these
arrangements, the borrower may reborrow funds during the term of the facility.
The Fund treats any commitments to provide such advances as a standby
commitment to purchase the borrower's notes.

REPURCHASE AGREEMENTS

Certain securities in which the Fund invests may be purchased pursuant to
repurchase agreements. Repurchase agreements are arrangements in which banks,
broker/dealers, and other recognized financial institutions sell securities to
the Fund and agree at the time of sale to repurchase them at a mutually agreed
upon time and price. To the extent that the seller does not repurchase the
securities from the Fund, the Fund could receive less than the repurchase price
on any sale of such securities.

CREDIT ENHANCEMENT

Certain of the Fund's acceptable investments may be credit- enhanced by a
guaranty, letter of credit, or insurance. Any bankruptcy, receivership, default,
or change in the credit quality of the party providing the credit enhancement
will adversely affect the quality and marketability of the underlying security
and could cause losses to the Fund and affect its share price.

DEMAND FEATURES

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

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

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

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

LENDING OF PORTFOLIO SECURITIES

In order to generate additional income, the Fund may lend its portfolio
securities on a short-term or long-term basis, or both, to broker/dealers,
banks, or other institutional borrowers of securities. The Fund will only enter
into loan arrangements with broker/dealers, banks, or other institutions which
the adviser has determined are creditworthy under guidelines established by the
Fund's Trustees and will receive collateral at all times equal to at least 100%
of the value of the securities loaned. There is the risk that when lending
portfolio securities, the securities may not be available to the Fund on a
timely basis and the Fund may, therefore, lose the opportunity to sell the
securities at a desirable price. In addition, in the event that a borrower of
securities would file for bankruptcy or become insolvent, disposition of the
securities may be delayed pending court action.

RESTRICTED AND ILLIQUID SECURITIES

The Fund may invest in restricted securities, and, as a matter of fundamental
investment policy which cannot be changed without shareholder approval, will
limit such investments to 10% of its net assets. This restriction is not
applicable to commercial paper issued under Section 4(2) of the Securities Act
of 1933. Restricted securities are any securities in which the Fund may invest
pursuant to its investment objective and policies but which are subject to
restrictions on resale under federal securities law. Under criteria established
by the Trustees, certain restricted securities are determined to be liquid. As a
matter of non-fundamental investment policy, to the extent that restricted
securities are not determined to be liquid, the Fund will limit their purchase,
together with other illiquid securities, including non-negotiable time deposits,
and repurchase agreements providing for settlement in more than seven days after
notice, to 10% of its net assets.

CONCENTRATION OF INVESTMENTS

As a matter of policy which cannot be changed without shareholder approval, the
Fund will generally invest 25% or more of its total assets in commercial paper
issued by finance companies. The finance companies in which the Fund intends to
invest can be divided into two categories, commercial finance companies and
consumer finance companies. Commercial finance companies are principally engaged
in lending to corporations or other businesses. Consumer finance companies are
primarily engaged in lending to individuals. Captive finance companies or
finance subsidiaries which exist to facilitate the marketing and financial
activities of their parent will, for purposes of industry concentration, be
classified in the industry of their parent's corporation. In addition, the Fund
may invest 25% or more of the value of its total assets in instruments issued by
a U.S. branch of a domestic bank or savings association having capital, surplus,
and undivided profits in excess of $100,000,000 at the time of investment.
Concentrating investments in one industry may subject the Fund to more risk than
if it did not concentrate.

INVESTMENT RISKS

ECDs, ETDs, Yankee CDs, Canadian Commercial Paper, and Europaper are subject to
different risks than domestic obligations of domestic banks or corporations.
Examples of these risks include international economic and political
developments, foreign governmental restrictions that may adversely affect the
payment of principal or interest, foreign withholding or other taxes on interest
income, difficulties in obtaining or enforcing a judgment against the issuing
entity, and the possible impact of interruptions in the flow of international
currency transactions. Risks may also exist for ECDs, ETDs, and Yankee CDs
because the banks issuing these instruments, or their domestic or foreign
branches, are not necessarily subject to the same regulatory requirements that
apply to domestic banks, such as reserve requirements, loan limitations,
examinations, accounting, auditing, recordkeeping, and the public availability
of information. These factors will be carefully considered by the Fund's adviser
in selecting investments for the Fund.

INVESTMENT LIMITATIONS

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

FUND INFORMATION
MANAGEMENT OF THE FUND

BOARD OF TRUSTEES

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

INVESTMENT ADVISER

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

ADVISORY FEES

The adviser receives an annual investment advisory fee equal to 0.20% of the
Fund's average daily net assets. The adviser may voluntarily choose to waive a
portion of its fee or reimburse other expenses of the Fund, but reserves the
right to terminate such waiver or reimbursement at any time at its sole
discretion.

ADVISER'S BACKGROUND

   

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

Federated Management and other subsidiaries of Federated Investors, Inc. serve
as investment advisers to a number of investment companies and private accounts.
Certain other subsidiaries also provide administrative services to a number of
investment companies. With over $120 billion invested across more than 300 funds
under management and/or administration by its subsidiaries, as of December 31,
1997, Federated Investors, Inc. is one of the largest mutual fund investment
managers in the United States. With more than 2,000 employees, Federated
continues to be led by the management who founded the company in 1955. Federated
funds are presently at work in and through approximately 4,000 financial
institutions nationwide.

    

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interests. Among other things, the codes: require preclearance
and periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SHARES

   

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

    

SHAREHOLDER SERVICES

   

The Fund has entered into a Shareholder Services Agreement with Federated
Shareholder Services, a subsidiary of Federated Investors, Inc., under which the
Fund may make payments up to 0.25% of the average daily net asset value of its
shares, computed at an annual rate, to obtain certain personal services for
shareholders and to maintain shareholder accounts. From time to time and for
such periods as deemed appropriate, the amount stated above may be reduced
voluntarily. Under the Shareholder Services Agreement, Federated Shareholder
Services will either perform shareholder services directly or will select
financial institutions to perform shareholder services. Financial institutions
will receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.

    

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS

In addition to payments made pursuant to the Shareholder Services Agreement,
Federated Securities Corp. and Federated Shareholder Services, from their own
assets, may pay financial institutions supplemental fees for the performance of
substantial sales services, distribution-related support services, or
shareholder services. The support may include sponsoring sales, educational and
training seminars for their employees, providing sales literature, and
engineering computer software programs that emphasize the attributes of the
Fund. Such assistance will be predicated upon the amount of shares the financial
institution sells or may sell, and/or upon the type and nature of sales or
marketing support furnished by the financial institution. Any payments made by
the distributor may be reimbursed by the Fund's investment adviser or its
affiliates.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES

   

Federated Services Company, a subsidiary of Federated Investors, Inc., provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Fund at an annual rate which
relates to the average aggregate daily net assets of all funds advised by
affiliates of Federated Investors, Inc. specified below:
    
<TABLE>
<CAPTION>
MAXIMUM                AVERAGE AGGREGATE
 FEE                    DAILY NET ASSETS
<S>              <C>
 0.150%           on the first $250 million
 0.125%            on the next $250 million
 0.100%            on the next $250 million
 0.075%           on assets in excess of $750 million
</TABLE>

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Services Company may choose voluntarily to waive a portion of its fee.

NET ASSET VALUE

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

   

The net asset value is determined at 5:00 p.m. (Eastern time), Monday through
Friday, except on New Year's Day, Martin Luther King, Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day.

    

HOW TO PURCHASE SHARES

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

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone. The
minimum initial investment is $1,000,000. However, an account may be opened with
a smaller amount as long as the minimum is reached within one year of opening
the account. Financial institutions may impose different minimum investment
requirements on their customers.

PURCHASING SHARES BY WIRE

   

Shares may be purchased by Federal Reserve wire by calling the Fund before 5:00
p.m. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 5:00 p.m. (Eastern
time) in order to begin earning dividends that same day. Federal funds should be
wired as follows: Federated Shareholder Services Company, c/o State Street Bank
and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit to: Prime
Obligations Fund -- Institutional Shares; Fund Number (this number can be found
on the account statement or by contacting the Fund); Group Number or Order
Number; Nominee or Institution Name; and ABA Number 011000028. Shares cannot be
purchased by wire on holidays when wire transfers are restricted. Questions on
wire purchases should be directed to your shareholder services representative at
the telephone number listed on your account statement.

    

PURCHASING SHARES BY CHECK

   

Shares may be purchased by sending a check to Federated Shareholder Services
Company, P.O. Box 8600, Boston, MA 02266-8600. The check should be made payable
to: Prime Obligations Fund -- Institutional Shares. Please include an account
number on the check. Orders by mail are considered received when payment by
check is converted into federal funds (normally the business day after the check
is received), and shares begin earning dividends the next day.

    

INVEST-BY-PHONE

   

Once an account has been opened, a shareholder may use invest-by-phone for
investments if an authorization form has been filed with Federated Shareholder
Services Company, the transfer agent for shares of the Fund. Approximately two
weeks after sending the form to Federated Shareholder Services Company, the
shareholder may call Federated Shareholder Services Company to purchase shares.
Federated Shareholder Services Company will send a request for monies to the
shareholder's commercial bank, savings bank, or credit union ("bank") via the
Automated Clearing House ("ACH"). The shareholder's bank, which must be an ACH
member, will then forward the monies to Federated Shareholder Services Company.
The purchase is normally entered the next business day after the initial phone
request. For further information and an application, call the Fund.

    

HOW TO REDEEM SHARES

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

REDEEMING SHARES BY TELEPHONE

   

Redemptions in any amount may be made by calling the Fund provided the Fund has
a properly completed authorization form. These forms can be obtained from
Federated Securities Corp. Proceeds from redemption requests received before
5:00 p.m. (Eastern time) will be wired the same day to the shareholder's account
at a domestic commercial bank which is a member of the Federal Reserve System,
but will not include that day's dividend. Proceeds from redemption requests
received after that time include that day's dividend but will be wired the
following business day. Proceeds from redemption requests on holidays when wire
transfers are restricted will be wired the following business day. Questions
about telephone redemptions on days when wire transfers are restricted should be
directed to your shareholder services representative at the telephone number
listed on your account statement.

    

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

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

REDEEMING SHARES BY MAIL

Shares may be redeemed in any amount by mailing a written request to: Federated
Shareholder Services Company, P.O. Box 8600, Boston, MA 02266-8600. If share
certificates have been issued, they should be sent unendorsed with the written
request by registered or certified mail to the address noted above.

The written request should state: the Fund name and the class designation; the
account name as registered with the Fund; the account number; and the number of
shares to be redeemed or the dollar amount requested. All owners of the account
must sign the request exactly as the shares are registered. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the receipt of a proper written redemption request. Dividends
are paid up to and including the day that a redemption request is processed.

Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Fund or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a commercial
or savings bank, trust company or savings association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm of a domestic stock exchange; or any other "eligible
guarantor institution," as defined in the Securities Exchange Act of 1934. The
Fund does not accept signatures guaranteed by a notary public.

ACCOUNT AND SHARE INFORMATION

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund. Shares purchased by wire before
5:00 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 capital gains at least once every 12 months.

ACCOUNT ACTIVITY

Shareholders will receive periodic statements reporting all account activity,
including dividends paid. The Fund will not issue share certificates.

    

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account, except accounts maintained by retirement plans,
and pay the proceeds to the shareholder if the account balance falls below a
required minimum value of $1,000,000 due to shareholder redemptions. Before
shares are redeemed to close an account, the shareholder is notified in writing
and allowed 30 days to purchase additional shares to meet the minimum
requirement.

VOTING RIGHTS

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

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

TAX INFORMATION

FEDERAL INCOME TAX

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

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.

STATE AND LOCAL TAXES

   

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

OTHER CLASSES OF SHARES

The Fund also offers other classes. Institutional Service Shares are sold at net
asset value primarily to financial institutions, financial intermediaries and
institutional investors and are subject to a minimum initial investment of
$1,000,000.

All classes are subject to certain of the same expenses.

Institutional Service Shares are distributed with no 12b-1 Plan but are subject
to shareholder services fees.

Expense differences between classes may affect the performance of each class.

To obtain more information and a prospectus for any other class, investors may
call 1-800-341-7400.

PERFORMANCE INFORMATION
   
From time to time, the Fund advertises its yield, effective yield, and total
return. The performance figures will be calculated separately for each class of
shares.

    

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

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

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

LAST MEETING OF SHAREHOLDERS

A Special Meeting of Trust shareholders was held on April 23, 1998. On February
24, 1998, the record date for shareholders voting at the meeting, there were
28,912,813,604 total outstanding shares. The following items were considered by
shareholders and the results of their voting were as follows:

AGENDA ITEM 1: To elect Trustees.*
<TABLE>
<CAPTION>
                                  SHARES VOTED FOR        SHARES WITHHELD AUTHORITY
<S>                              <C>                    <C>
Thomas G. Bigley                    17,186,131,753                91,735,736
John T. Conroy, Jr.                 17,186,450,467                91,417,022
Peter E. Madden                     17,187,792,175                90,075,314
John E. Murray, Jr., J.D., S.J.D.   17,187,671,030                90,196,459
</TABLE>

 * The following Trustees of the Trust continued their terms as Trustees of
the Trust: John F. Donahue, William J. Copeland, J. Christopher Donahue,
James E. Dowd, Esq., Lawrence D. Ellis, M.D., Edward L. Flaherty, Jr.,
Esq., Wesley W. Posvar, and Marjorie P. Smuts.
    

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

Reference is made to the Report of Independent Public Accountants on page 30.
   
<TABLE>
<CAPTION>
                                         YEAR ENDED JULY 31,
                           1998          1997      1996        1995     1994(A)
<S>                        <C>           <C>       <C>         <C>      <C>

NET ASSET VALUE,
BEGINNING OF PERIOD      $  1.00       $ 1.00    $  1.00     $  1.00   $  1.00
INCOME FROM
INVESTMENT OPERATIONS
 Net investment income      0.05         0.05       0.05        0.05     0.003
LESS DISTRIBUTIONS
 Distributions from net
 investment income         (0.05)       (0.05)     (0.05)      (0.05)   (0.003)
NET ASSET VALUE,
END OF PERIOD            $  1.00      $  1.00    $  1.00     $  1.00    $ 1.00
TOTAL RETURN(B)             5.37%        5.19%      5.32%       5.38%     0.30%
RATIOS TO AVERAGE
NET ASSETS
 Expenses                   0.45%        0.45%      0.45%       0.45%     0.34%*
 Net investment income      5.24%        5.11%      5.13%       5.66%     4.68%*
 Expense waiver/
 reimbursement(c)           0.10%        0.11%      0.11%       0.13%     0.14%*
SUPPLEMENTAL DATA
 Net assets, end of
 period (000 omitted)  $3,468,222  $2,236,997  $1,297,019   $500,954    $9,387
</TABLE>
    
 * Computed on an annualized basis.

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

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)

PORTFOLIO OF INVESTMENTS
PRIME OBLIGATIONS FUND
   
JULY 31, 1998     
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                      VALUE
<C>           <S>                                                                                   <C>
CERTIFICATES OF DEPOSIT--7.3%
BANKING--7.3%
 $189,000,000 Bankers Trust Co., New York, 5.640% - 6.010%, 9/9/1998 - 4/23/1999                        $  188,977,947
   16,000,000 Canadian Imperial Bank of Commerce, Toronto, 5.740% - 5.900%, 8/27/1998 - 4/1/1999            15,997,364
   50,000,000 Credit Communal de Belgique, Brussles, 5.650%, 12/11/1998                                     50,000,000
   30,000,000 Morgan Guaranty Trust Co., New York, 5.870%, 8/6/1998                                         29,999,882
   27,000,000 Rabobank Nederland, Utrecht, 5.690%, 1/7/1999                                                 26,985,702
  219,500,000 Societe Generale, Paris, 5.630% - 5.940%, 8/6/1998 - 4/28/1999                               219,409,298
   15,000,000 Svenska Handelsbanken, Stockholm, 5.755%, 4/6/1999                                            14,995,611
              TOTAL CERTIFICATES OF DEPOSIT                                                                546,365,804
(A)COMMERCIAL PAPER--39.9%
BANKING--11.9%
  130,000,000 Aspen Funding Corp., (Guaranteed by Deutsche Bank, AG), 5.375% - 5.687%, 8/3/1998
              12/18/1998                                                                                   128,661,514
   20,865,000 Benedictine Health System, (Lasalle National Bank, Chicago LOC), 5.680%, 10/5/1998            20,651,018
   20,000,000 Comerica, Inc., 5.530%, 8/27/1998                                                             19,920,122
   31,000,000 Commonwealth Bank of Australia, Sydney, 5.640%, 12/17/1998                                    30,349,982
   60,000,000 Cregem North America, Inc., (Guaranteed by Credit Communal de Belgique, Brussles),
              5.500%, 11/9/1998                                                                             59,083,333
  150,881,000 Gotham Funding Corp., 5.680% - 5.720%, 8/7/1998 - 8/25/1998                                  150,559,676
  217,000,000 J.P. Morgan & Co., Inc., 5.450% - 5.490%, 11/16/1998 - 12/31/1998                            212,635,788
   25,000,000 Omnicom Finance, Inc., (ABN AMRO Bank N.V., Amsterdam LOC), 5.510%, 11/30/1998                24,537,007
  149,000,000 Svenska Handelsbanken, Inc., (Guaranteed by Svenska Handelsbanken, Stockholm), 5.460%
              - 5.520%, 11/6/1998 - 12/31/1998                                                             145,802,273
   33,000,000 UBS Finance (Delaware), Inc., (Guaranteed by Union Bank of Switzerland, Zurich),
              5.450% - 5.520%, 8/7/1998 - 12/31/1998                                                        32,682,076
   63,500,000 Westpac Capital Corp., (Guaranteed by Westpac Banking Corp. Ltd., Sydney), 5.490%,
              12/4/1998                                                                                     62,289,531
              Total                                                                                        887,172,320
BROKERAGE--5.1%
   27,000,000 Credit Suisse First Boston, Inc., 5.510% - 5.520%, 8/20/1998 - 10/14/1998                     26,870,716
  354,600,000 Merrill Lynch & Co., Inc., 5.500% - 5.530%, 9/11/1998 - 11/9/1998                            350,741,551
              Total                                                                                        377,612,267
</TABLE>

PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                      VALUE
<C>           <S>                                                                                   <C>
(A)COMMERCIAL PAPER--CONTINUED
ELECTRIC POWER--0.1%
$  10,000,000 Southern Electric Generating Co. (SEGCO), (Guaranteed by Alabama Power Co., Guaranteed
              by Georgia Power Co.), 5.700%, 8/11/1998                                                 $     9,984,167
FINANCE - AUTOMOTIVE--1.5%
   40,000,000 Chrysler Financial Corp., 5.540%, 8/19/1998                                                   39,889,200
   70,000,000 General Motors Acceptance Corp., 5.512%, 10/27/1998                                           69,067,553
              Total                                                                                        108,956,753
FINANCE - COMMERCIAL--16.5%
   63,500,000 Asset Securitization Cooperative Corp., 5.520%, 10/30/1998                                    62,623,700
   52,000,000 Beta Finance, Inc., 5.490% - 5.520%, 8/21/1998 - 9/30/1998                                    51,660,200
   10,000,000 CXC, Inc., 5.520%, 8/10/1998                                                                   9,986,200
  155,000,000 Corporate Asset Funding Co., Inc. (CAFCO), 5.500% - 5.535%, 8/20/1998 - 10/20/1998           153,876,449
   20,000,000 Falcon Asset Securitization Corp., 5.550%, 8/21/1998                                          19,938,333
  340,000,000 General Electric Capital Corp., 5.380% - 5.680%, 8/3/1998 - 2/4/1999                         337,527,033
  154,000,000 Greenwich Funding Corp., 5.510% - 5.520%, 8/27/1998 - 10/5/1998                              152,883,644
   54,760,000 PREFCO-Preferred Receivables Funding Co., 5.550% - 5.570%, 8/19/1998 - 9/3/1998               54,556,799
   27,159,000 Receivables Capital Corp., 5.525% - 5.550%, 8/21/1998 - 8/25/1998                             27,063,026
  357,630,000 Sheffield Receivables Corp., 5.520% - 5.600%, 8/3/1998 - 9/30/1998                           356,202,812
              Total                                                                                      1,226,318,196
FINANCE - RETAIL--4.2%
  100,000,000 Associates Corp. of North America, 5.600%, 8/3/1998                                           99,968,889
   38,000,000 Associates First Capital Corp., 5.520%, 10/2/1998                                             37,638,747
   75,000,000 Household Finance Corp., 5.690%, 8/3/1998                                                     74,976,292
   28,500,000 Island Finance, Puerto Rico, (Norwest Corp. Support Agreement) 5.520%, 9/14/1998              28,307,720
   20,000,000 New Center Asset Trust, A1+/P1 Series, 5.500%, 8/11/1998                                      19,969,444
   50,000,000 New Center Asset Trust, A1/P1 Series, 5.530%, 11/12/1998                                      49,208,903
              Total                                                                                        310,069,995
INSURANCE--0.6%
   44,000,000 Marsh & McLennan Companies, Inc., 5.400% - 5.490%, 10/20/1998 - 12/14/1998                    43,422,950
              TOTAL COMMERCIAL PAPER                                                                     2,963,536,648
</TABLE>
    
PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                      VALUE
<C>           <S>                                                                                   <C>
SHORT-TERM NOTES--11.3%
BANKING--2.5%
$  50,000,000 BankBoston, N.A., 5.650%, 11/9/1998                                                      $    50,000,000
   95,540,000 SALTS II Cayman Islands Corp., (Guaranteed by Bankers Trust International, PLC),
              5.737%, 6/17/1999                                                                             95,540,000
   39,815,000 SALTS III Cayman Island Corp., (Guaranteed by Bankers Trust International, PLC),
              5.850%, 1/23/1999                                                                             39,815,000
              Total                                                                                        185,355,000
BROKERAGE--1.3%
   96,000,000 Goldman Sachs Group, LP, 5.687%, 10/26/1998                                                   96,000,000
FINANCE - AUTOMOTIVE--2.0%
   19,804,491 Chase Manhattan Auto Owner Trust 1998-B, Class A-1, 5.578%, 5/10/1999                         19,804,491
   33,808,320 Chase Manhattan Auto Owner Trust 1998-C, Class A1, 5.588%, 7/9/1999                           33,804,824
   41,000,000 Compass Auto Receivables Trust 1998-A, Class A-1, 5.659%, 7/15/1999                           41,000,000
   27,000,000 Ford Credit Auto Owner Trust 1998-C, Class A-1, 5.608%, 1/15/1999                             27,000,000
   25,000,000 Ford Credit Auto Owner Trust 1998-C, Class A-2, 5.670%, 6/15/1999                             25,000,000
              Total                                                                                        146,609,315
FINANCE - COMMERCIAL--2.4%
   80,000,000 Beta Finance, Inc., 5.690%-5.790%, 3/2/1999-4/8/1999                                          79,995,890
    2,000,000 CIT Group Holdings, Inc., 6.125%, 9/1/1998                                                     2,000,369
  100,000,000 (b)Triangle Funding Ltd., 5.687%, 11/16/1998                                                 100,000,000
              Total                                                                                        181,996,259
FINANCE - EQUIPMENT--1.5%
  108,000,000 Pitney Bowes Credit Corp., 5.675%, 8/10/1998                                                 107,847,504
INSURANCE--1.6%
    4,124,541 Arcadia Automobile Receivables Trust 1998-A, (Guaranteed by FSA), Class A-1, 5.628%,
              3/15/1999                                                                                      4,124,541
    7,352,548 ContiMortgage Home Equity Loan Trust 1998-1, Class A-1, (Guaranteed by MBIA), 5.647%,
              3/15/1999                                                                                      7,352,548
   25,701,455 ContiMortgage Home Equity Loan Trust 1998-2, Class A-1, (Guaranteed by MBIA), 5.648%,
              6/15/1999                                                                                     25,701,455
   20,000,000 Marsh & McLennan Companies, Inc., 5.650%, 10/23/1998                                          20,000,000
</TABLE>
    
PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                      VALUE
<C>           <S>                                                                                   <C>
SHORT-TERM NOTES--CONTINUED
INSURANCE--CONTINUED
 $ 26,388,522 WFS Financial 1998-A Owner Trust, Class A-1, (Guaranteed by FSA), 5.618%, 2/20/1999      $    26,388,522
   36,000,000 WFS Financial 1998-B Owner Trust, Class A-1, (Guaranteed by FSA), 5.658%, 7/20/1999           36,000,000
              Total                                                                                        119,567,066
              TOTAL SHORT-TERM NOTES                                                                       837,375,144
(C)VARIABLE RATE INSTRUMENTS--22.3%
BANKING--13.5%
    5,645,000 Abbott Foods, Series 1996, (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       5,645,000
    5,340,000 Alabama State IDA, Series 1994, Miltope Project, (Regions Bank, Alabama LOC), 5.690%,
              8/6/1998                                                                                       5,340,000
    7,825,000 Alabama State IDA, (Wellborn Cabinet, Inc.), Tax Revenue Bonds, (Amsouth Bank N.A.,
              Birmingham LOC), 5.740%, 8/5/1998                                                              7,825,000
    2,175,000 Alabama State IDA, Standard Furniture Project, Series 1995, (Amsouth Bank N.A.,
              Birmingham LOC), 5.740%, 8/6/1998                                                              2,175,000
    7,510,000 Alexandria Executive Club LP, (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       7,510,000
    8,340,000 Arrow N.A., Inc., (Bank of America NT and SA, San Francisco LOC), 5.670%, 8/6/1998             8,340,000
    7,000,000 Asset Holdings Corp. VII, (U.S. Bank, N.A., Minneapolis LOC), 5.670%, 8/6/1998                 7,000,000
    3,500,000 Asset Holdings V, (Bayerische Vereinsbank AG, Munich LOC), 5.670%, 8/6/1998                    3,500,000
       50,000 Associated Materials, Inc., (KeyBank, N.A. LOC), 5.700%, 8/7/1998                                 50,000
   12,000,000 Association of American Medical Colleges, (Guaranteed by Chase Manhattan Bank N.A.,
              New York), 5.690%, 8/5/1998                                                                   12,000,000
    3,800,000 Balboa Investment Group V, Series 1997, (Amsouth Bank N.A., Birmingham LOC), 5.740%,
              8/6/1998                                                                                       3,800,000
    4,000,000 Bardstown City, KY, (RJ Tower Project), Series 1995, (Comerica, Inc. LOC), 5.670%,
              8/6/1998                                                                                       4,000,000
    8,000,000 Bethesda Country Club, Inc., Series 1997, (First National Bank of Maryland, Baltimore
              LOC), 5.640%, 8/4/1998                                                                         8,000,000
   19,085,000 Beverly Hills Nursing Center, Inc., Medilodge Project, Series 1996, (KeyBank, N.A.
              LOC), 5.720%, 8/6/1998 19,085,000 1,612,790 Bowling Green Manor
    LP, (Huntington National Bank, Columbus, OH LOC), 5.670%, 8/6/1998 1,612,790
    5,000,000 Brentlinger Enterprises, (Huntington National Bank, Columbus, OH
    LOC), 5.720%,
              8/6/1998                                                                                       5,000,000
    5,877,000 Capital One Funding Corp., Series 1994-A, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998         5,877,000
   13,596,000 Capital One Funding Corp., Series 1994-C, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998        13,596,000
    8,540,000 Capital One Funding Corp., Series 1994-D, (Bank One, Kentucky LOC), 5.670%, 8/6/1998           8,540,000
      418,000 Capital One Funding Corp., Series 1995-A, (Bank One, Indianapolis, N.A. LOC), 5.670%,
              8/6/1998                                                                                         418,000
   10,106,000 Capital One Funding Corp., Series 1995-B, (Bank One, Kentucky LOC), 5.670%, 8/6/1998          10,106,000
   20,680,000 Capital One Funding Corp., Series 1995-F, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998        20,680,000
</TABLE>
    
PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                      VALUE
<C>           <S>                                                                                   <C>
(C)VARIABLE RATE INSTRUMENTS--CONTINUED
BANKING--CONTINUED
$   9,500,000 Capital One Funding Corp., Series 1996-H, (Bank One, West Virginia, N.A. LOC), 5.670%,
              8/6/1998                                                                                 $     9,500,000
    1,065,000 Carpenter, Thomas E., Series 1998, (Huntington National Bank, Columbus, OH LOC),
              5.720%, 8/6/1998 1,065,000 5,000,000 Carport, Inc., Series 1997,
    (Amsouth Bank N.A., Birmingham LOC), 5.740%, 8/6/1998 5,000,000 5,950,000
    Chestnut Hills Apartments, Ltd., (Huntington National Bank, Columbus, OH
    LOC), 5.720%,
              8/6/1998                                                                                       5,950,000
    3,900,000 Cleveland Sportsplex Ltd., (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       3,900,000
    4,000,000 Clinton County, NY IDA, Bombardier Project, Series 1998-B, (Marine Midland Bank N.A.,
              Buffalo, NY LOC), 5.688%, 8/6/1998                                                             4,000,000
    8,300,000 Cloquet, MN, Series 1996-B, Potlach Corp., (Credit Suisse First Boston LOC), 5.700%,
              8/5/1998                                                                                       8,300,000
    1,032,337 Clyde Manor LP, (Huntington National Bank, Columbus, OH LOC), 5.670%, 8/6/1998                 1,032,337
      125,000 Colorado Health Facilities Authority, Arkansas Valley Project, Series 1998-E1, (Bank
              One, Colorado LOC), 5.770%, 8/6/1998                                                             125,000
      505,000 Colorado Health Facilities Authority, Development Disabilities Center Project, Series
              1998-F1, (Bank One, Colorado LOC), 5.770%, 8/6/1998                                              505,000
    5,000,000 Colorado Health Facilities Authority, Development Disabilities Resource Center, Series
              1998C1, (Bank One, Colorado LOC), 5.670%, 8/6/1998                                             5,000,000
    3,000,000 Colorado Health Facilities Authority, Goodwill Industries of Denver Project, Series
              1998-G1, (Bank One, Colorado LOC), 5.670%, 8/6/1998                                            3,000,000
    2,780,000 Columbia County, GA Development Authority, Series 1993, (SunTrust Banks, Inc. LOC),
              5.650%, 8/5/1998                                                                               2,780,000
    8,000,000 Commercial Contractors, Inc., Series 1998, (First National Bank of Maryland, Baltimore
              LOC), 5.640%, 8/4/1998                                                                         8,000,000
    3,100,000 Cuyahoga County, OH IDR, Northstar Plastics, (Bank One, Ohio, N.A. LOC), 5.670%,
              8/6/1998                                                                                       3,100,000
    2,000,000 Damascus Company Ltd., Series 1998, (Huntington National Bank, Columbus, OH LOC),
              5.720%, 8/6/1998                                                                               2,000,000
    8,810,000 Dewberry IV LP, Series 1997, (First National Bank of Maryland, Baltimore LOC), 5.640%,
              8/4/1998                                                                                       8,810,000
    5,900,000 Die-Matic Corp., (Huntington National Bank, Columbus, OH LOC), 5.720%, 8/6/1998                5,900,000
    4,500,000 Double H Plastics, Inc., Series 1998, (Corestates Bank N.A., Philadelphia, PA LOC),
              5.650%, 8/5/1998                                                                               4,500,000
    2,915,000 Douglas County, GA Development Authority, Heritage Bag Project, Series 1998-B,
              (Wachovia Bank of NC, N.A., Winston-Salem LOC), 5.690%, 8/6/1998                               2,915,000
       90,000 ERC Real Estate LLC, (KeyBank, N.A. LOC), 5.670%, 8/6/1998                                        90,000
    3,790,000 Eastwinds Investment, Ltd., (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       3,790,000
    6,805,000 Fort Craig Limited Partnership, (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       6,805,000
</TABLE>
    
PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                      VALUE
<C>           <S>                                                                                   <C>
(C)VARIABLE RATE INSTRUMENTS--CONTINUED
BANKING--CONTINUED
$   1,375,000 Frederick County, MD, Thogar, LLC Facility, Series 1998-B, (First National Bank of
              Maryland, Baltimore LOC), 5.640%, 8/4/1998                                               $     1,375,000
    4,000,000 G.M.H. Enterprises, Inc., Series 1995, (National City Bank, Ohio LOC), 5.670%,
              8/6/1998                                                                                       4,000,000
    3,000,000 Gerken Materials, Inc., Series 1995, (Huntington National Bank, Columbus, OH LOC),
              5.670%, 8/6/1998                                                                               3,000,000
    4,000,000 Gerken Materials, Inc., Series 1997, (Huntington National Bank, Columbus, OH LOC),
              5.670%, 8/6/1998                                                                               4,000,000
   11,920,000 Grand Aire Express, Inc., Series 1997, (National City Bank, Ohio LOC), 5.670%, 8/6/1998       11,920,000
    1,150,000 Great Lakes Brewing Co., (Huntington National Bank, Columbus, OH LOC), 5.670%,
             8/6/1998                                                                                        1,150,000
    2,190,000 Grote Family LP, (Huntington National Bank, Columbus, OH LOC), 5.670%, 8/6/1998                2,190,000
   11,860,000 Hunt Club Apartments, Inc., (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                      11,860,000
      650,000 Illinois Development Finance Authority, Series 1996-B, Nimlok Co., Project, (Bank One,
              Illinois, N.A. LOC), 5.820%, 8/6/1998                                                            650,000
   19,000,000 JFK Family Borrowing, LLP, Series 1997, (First National Bank of Maryland, Baltimore
              LOC), 5.640%, 8/4/1998                                                                        19,000,000
    4,500,000 Kendall Health Care Properties, Series 1998-A, (SunTrust Bank, Miami LOC), 5.750%,
              8/5/1998                                                                                       4,500,000
   20,580,000 Kenny, Donald R. and Cheryl A., (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                      20,580,000
    6,780,000 Kenny, Donald R. and Cheryl A., Series 1995-A, (National City Bank, Ohio LOC), 5.670%,
              8/6/1998                                                                                       6,780,000
    7,750,000 Kenny, Donald R. and Cheryl A., Series 1995-B, (Huntington National Bank, Columbus, OH
              LOC), 5.670%, 8/6/1998                                                                         7,750,000
    4,300,000 Kings Creek Country Club, Inc., Series 1997, (Corestates Bank N.A., Philadelphia, PA
              LOC), 5.700%, 8/5/1998                                                                         4,300,000
    2,400,000 L.H. Kroh, Inc., Series 1998, (Corestates Bank N.A., Philadelphia, PA LOC), 5.700%,
              8/5/1998                                                                                       2,400,000
  157,000,000 (b)Liquid Asset Backed Securities Trust, Series 1996-3, (Westdeutsche Landesbank
              Girozentrale Swap Agreement), 5.676%, 8/17/1998                                              157,000,000
   48,694,302 (b)Liquid Asset Backed Securities Trust, Series 1997-1, (Westdeutsche Landesbank
              Girozentrale Swap Agreement), 5.656%, 8/17/1998                                               48,694,302
   16,000,000 Long Lane Master Trust III, Series 1997-C, 5.749%, 8/3/1998                                   16,000,000
    8,500,000 Mack Industries, Series 1998, (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       8,500,000
   23,000,000 Maryland EDC, Human Genome, Series 1997, (First National Bank of Maryland, Baltimore
              LOC), 5.640%, 8/4/1998                                                                        23,000,000
    6,200,000 Medford Convalescent & Nursing Center, Series 1997, (First National Bank of Maryland,
              Baltimore LOC), 5.640%, 8/4/1998                                                               6,200,000
    3,130,000 Midwest Funding Corp., Series 1991-A, Class A-1, (Bank One, Ohio, N.A. LOC), 5.670%,
              8/6/1998                                                                                       3,130,000
    3,320,000 Midwest Funding Corp., Series 1991-C, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998             3,320,000
</TABLE>
    
PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                      VALUE
<C>           <S>                                                                                   <C>
(C)VARIABLE RATE INSTRUMENTS--CONTINUED
BANKING--CONTINUED
$   1,458,000 Midwest Funding Corp., Series 1992-B, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998       $     1,458,000
    2,349,000 Midwest Funding Corp., Series 1992-C, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998             2,349,000
    4,720,000 Miller, James & Deborah, Series 1997, (First National Bank of Maryland, Baltimore LOC),
              5.640%, 8/4/1998                                                                               4,720,000
   11,400,000 Mississippi Business Finance Corp., Choctaw Foods, Inc, (Rabobank Nederland, Utrecht
              LOC), 5.650%, 8/5/1998                                                                        11,400,000
    5,800,000 Mississippi Business Finance Corp., Metalloy Project, (Comerica Bank, Detroit, MI
              LOC), 5.570%, 8/6/1998                                                                         5,800,000
   12,000,000 Mississippi Business Finance Corp., Series 1994, Georgia Gulf, (Wachovia Bank of NC,
              N.A., Winston-Salem LOC), 5.610%, 8/5/1998                                                    12,000,000
    2,000,000 Mississippi Business Finance Corp., Series 1995, Plantation Pointe, LP Project,
              (SunTrust Bank, Atlanta LOC), 5.690%, 8/6/1998                                                 2,000,000
    4,900,000 NUFUNDING, Inc., Series 1996, (Lasalle National Bank, Chicago LOC), 5.726%, 8/5/1998           4,900,000
    2,800,000 Newbury Industrial Park, Series 1996, (Huntington National Bank, Columbus, OH LOC),
              5.670%, 8/6/1998                                                                               2,800,000
   13,365,000 North Oaks Partnership, Series 1998, (Lasalle National Bank, Chicago LOC), 5.750%,
              8/6/1998                                                                                      13,365,000
    5,500,000 Northampton County, PA IDA, Series 1998, (Dauphin Deposit Bank and Trust LOC), 5.740%,
              8/5/1998                                                                                       5,500,000
    2,175,000 Nova University, Inc. Lease Revenue Bonds, Series 1993, Miami Dolphins Training
              Facility, (SunTrust Bank, South Florida LOC), 5.650%, 8/5/1998                                 2,175,000
    5,289,000 Oceana County Freezer Storage, Inc., Series 1998, (Huntington National Bank, Columbus,
              OH LOC), 5.670%, 8/6/1998                                                                      5,289,000
    2,145,000 Orangeburg Convalescent Care Center, Inc., Series 1995-A, (PNC Bank, Kentucky LOC),
              5.639%, 8/3/1998                                                                               2,145,000
    1,955,000 Port Authority of Saint Paul, MN, Bix Fruit Co., Series 1998-B, (Firstar Bank,
              Milwaukee LOC), 5.910%, 8/6/1998                                                               1,955,000
    3,350,000 Port Authority of Saint Paul, MN, National Checking Co. Project, Series 1998-B, 5.810%,
              8/6/1998                                                                                       3,350,000
    9,500,000 Primex Funding Corp., Series 1997-A, (Bank One, Indianapolis, N.A. LOC), 5.670%,
              8/6/1998                                                                                       9,500,000
   71,915,014 (b)Rabobank Optional Redemption Trust, Series 1997-101, 5.688%, 10/15/1998                    71,915,014
    2,875,000 Roby Company Ltd. Partnership, (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       2,875,000
    7,020,000 Roby Company Ltd. Partnership, (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       7,020,000
   12,350,000 Rooker, J.W., (Wachovia Bank of NC, N.A., Winston-Salem LOC), 5.640%, 8/5/1998                12,350,000
    2,600,000 San Jose, CA Multifamily Housing Revenue Bonds, Carlton Plaza of San Jose, Series 1998
              A-T, (Commerzbank AG, Frankfurt LOC), 5.670%, 8/6/1998                                         2,600,000
</TABLE>
    
PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                      VALUE
<C>           <S>                                                                                   <C>
(C)VARIABLE RATE INSTRUMENTS--CONTINUED
BANKING--CONTINUED
$     200,000 Scranton Times, LP, (PNC Bank, N.A. LOC), 5.639%, 8/3/1998                               $       200,000
    1,020,000 Solon, OH, Custom Graphics, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998                       1,020,000
    2,000,000 Souser Family Ltd. Partnership, Series 1998, (Dauphin Deposit Bank and Trust LOC),
              5.740%, 8/5/1998                                                                               2,000,000
    3,340,000 Spitzer Group, Series 1996-A, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998                     3,340,000
    1,935,000 Spitzer Group, Series 1996-B, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998                     1,935,000
   14,000,000 Spitzer Group, Series 1998-A, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998                    14,000,000
   12,500,000 Spitzer Group, Series 1998-B, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998                    12,500,000
    4,700,000 Springfield Limited, Series A, (Union Bank of Switzerland, Zurich LOC), 5.670%,
              8/6/1998                                                                                       4,700,000
    2,000,000 Stark County, OH IDR, Shearer's Foods, Inc., Series 1997, (Bank One, Ohio, N.A. LOC),
              5.670%, 8/6/1998                                                                               2,000,000
    2,750,000 Stratford Properties, LP, Series 1998, (First National Bank of Maryland, Baltimore
              LOC), 5.640%, 8/4/1998                                                                         2,750,000
    3,250,000 Summit County, OH IDR, Series 1997, Malco Products, Inc, (Bank One, Ohio, N.A. LOC),
              5.670%, 8/6/1998                                                                               3,250,000
    4,715,000 TNT Co., Series 1998, (Huntington National Bank, Columbus, OH LOC), 5.720%, 8/6/1998           4,715,000
   47,035,000 Terry Griffin Gate Partners, Ltd., Series 1995, (Bank One, Kentucky LOC), 5.670%,
              8/5/1998                                                                                      47,035,000
    7,300,000 Tift County, GA Development Authority, Chickasha of Georgia Project, Series 1997,
              (Bank of Tokyo-Mitsubishi Ltd. LOC), 5.760%, 8/5/1998                                          7,300,000
    5,545,000 Van Dyne Crotty Co., Series 1996, (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       5,545,000
    5,000,000 Van Dyne Crotty Co., Series 1998, (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       5,000,000
    2,701,000 Vista Funding Corp., (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998                              2,701,000
    3,989,000 Vista Funding Corp., Series 1994-A, (Fifth Third Bank of Northwestern OH LOC), 5.670%,
              8/6/1998                                                                                       3,989,000
    1,368,000 Vista Funding Corp., Series 1995-B, (Fifth Third Bank of Northwestern OH LOC), 5.670%,
              8/6/1998                                                                                       1,368,000
    9,622,000 Vista Funding Corp., Series 1995-D, (Fifth Third Bank of Northwestern OH LOC), 5.670%,
              8/6/1998                                                                                       9,622,000
    5,696,000 Vista Funding Corp., Series 1995-E, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998               5,696,000
    7,311,000 Vista Funding Corp., Series 1998-B, (Fifth Third Bank of Northwestern OH LOC), 5.690%,
              8/6/1998                                                                                       7,311,000
    5,055,000 Vulcan, Inc., (Amsouth Bank N.A., Birmingham LOC), 5.740%, 8/6/1998                            5,055,000
      981,431 Wauseon Manor II LP, (Huntington National Bank, Columbus, OH LOC), 5.670%, 8/6/1998              981,431
    2,960,000 Wexner Heritage House, (Huntington National Bank, Columbus, OH LOC), 5.670%, 8/6/1998          2,960,000
    7,250,000 Whetstone Care Center, LLC, Series 1998, (Fifth Third Bank, Cincinnati LOC), 5.750%,
              8/6/1998                                                                                       7,250,000
    3,000,000 White Bear Lake, MN City of, Series 1993, (Norwest Bank Minnesota, N.A. LOC), 5.940%,
              8/6/98                                                                                         3,000,000
</TABLE>
    
PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                      VALUE
<C>           <S>                                                                                   <C>
(C)VARIABLE RATE INSTRUMENTS--CONTINUED
BANKING--CONTINUED
$  16,500,000 William Hill Manor, Inc., Series 1998, (First National Bank of Maryland, Baltimore
              LOC), 5.640%, 8/4/1998                                                                   $    16,500,000
    3,425,000 Wood County, OH, IMCO Carbide Tool, Inc., Series 1998, (Huntington National Bank,
              Columbus, OH LOC), 5.670%, 8/6/1998                                                            3,425,000
    2,250,000 YMCA of Central, OH, (Huntington National Bank, Columbus, OH LOC), 5.670%, 8/6/1998            2,250,000
              Total                                                                                      1,004,330,874
ELECTRICAL EQUIPMENT--0.4%
   32,674,483 Northwest Airlines, Inc., (Guaranteed by General Electric Co.), 5.639%, 8/3/1998              32,674,483
FINANCE - AUTOMOTIVE--1.3%
  100,000,000 General Motors Acceptance Corp., Mortgage of PA, (Guaranteed by General Motors
              Acceptance Corp.), 5.627%, 8/3/1998                                                           99,046,516
FINANCE - RETAIL--1.7%
   60,000,000 (b)Associates Corp. of North America, 5.710%, 8/3/1998                                        59,987,584
   64,000,000 Carco Auto Loan Master Trust 1993-2, Class A1, 5.605%, 8/17/1998                              64,000,000
              Total                                                                                        123,987,584
INSURANCE--5.4%
   15,000,000 Allstate Life Insurance Co., 5.759%, 10/1/1998                                                15,000,000
   50,000,000 First Allmerica Financial Life Insurance Co., 5.768%, 10/14/1998                              50,000,000
   30,000,000 Jackson National Life Insurance Co., 5.730%, 9/24/1998                                        30,000,000
   14,000,000 Jackson National Life Insurance Co., 5.780%, 10/1/1998                                        14,000,000
   80,477,447 (b)Liquid Asset Backed Securities Trust, Series 1997-3, Senior Notes, (Guaranteed by
              AMBAC), 5.658%, 9/28/1998                                                                     80,477,447
   35,000,000 Peoples Security Life Insurance Company, 5.780%, 8/3/1998                                     35,000,000
   32,000,000 Peoples Security Life Insurance Company, 5.840%, 8/3/1998                                     32,000,000
   25,000,000 Security Life of Denver Insurance Co., 5.738%, 8/3/1998                                       25,000,000
   10,000,000 SunAmerica Life Insurance Company, 5.758%, 8/3/1998                                           10,000,000
   70,000,000 Transamerica Life Insurance and Annuity Co., 5.759%, 10/1/1998                                70,000,000
   44,000,000 Travelers Insurance Company, 5.739%, 8/3/1998                                                 44,000,000
              Total                                                                                        405,477,447
              TOTAL VARIABLE RATE INSTRUMENTS                                                            1,665,516,904
</TABLE>
    
PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                      VALUE
<C>           <S>                                                                                   <C>
TIME DEPOSITS--6.9%
BANKING--6.9%
$ 175,000,000 Bank of Tokyo-Mitsubishi Ltd., 5.687%, 8/3/1998                                          $   175,000,000
  150,000,000 Chase Manhattan Bank (USA) N.A., Wilmington, 5.687%, 8/3/1998                                150,000,000
  100,000,000 Deutsche Bank, AG, 5.687%, 8/3/1998                                                          100,000,000
   15,000,000 Mellon Bank N.A., Pittsburgh, 5.687%, 8/3/1998                                                15,000,000
   75,000,000 Westdeutsche Landesbank Girozentrale, 5.687%, 8/3/1998                                        75,000,000
              TOTAL TIME DEPOSITS                                                                          515,000,000
(D)REPURCHASE AGREEMENTS--12.2%
  106,625,000 ABN AMRO Chicago Corp., 5.690%, dated 7/31/1998, due 8/3/1998                                106,625,000
   72,855,000 Donaldson, Lufkin and Jenrette Securities Corp., 5.620%, dated 7/31/1998, due 8/3/1998        72,855,000
   98,200,000 First Union Capital Markets, 5.630%, dated 7/31/1998, due 8/3/1998                            98,200,000
   69,000,000 Goldman Sachs Group, LP, 5.700%, dated 7/31/1998, due 8/3/1998                                69,000,000
  143,500,000 HSBC Securities, Inc., 5.690%, dated 7/31/1998, due 8/3/1998                                 143,500,000
  300,000,000 Lehman Brothers, Inc., 5.630%, dated 7/31/1998, due 8/3/1998                                 300,000,000
   50,000,000 Salomon Brothers, Inc., 5.690%, dated 7/31/1998, due 8/3/1998                                 50,000,000
   20,000,000 Societe Generale Securities Corp., 5.625%, dated 7/31/1998, due 8/3/1998                      20,000,000
   50,000,000 Warburg Dillon Reed LLC, 5.610%, dated 7/31/1998, due 8/3/1998                                50,000,000
              TOTAL REPURCHASE AGREEMENTS                                                                  910,180,000
              TOTAL INVESTMENTS (AT AMORTIZED COST)(E)                                                 $ 7,437,974,500
</TABLE>
    
 (a) Each issue shows the rate of discount at the time of purchase for discount
issues, or the coupon for interest bearing issues.
   
 (b) Denotes a restricted security which is subject to restrictions on resale
under federal securities laws. At July 31, 1998, these securities amounted to
$518,074,347 which represents 7.0% of net assets.

 (c) Current rate and next reset date shown.

 (d) The repurchase agreements are fully collateralized by U.S. government
and/or agency obligations based on market prices at the date of the portfolio.
The investments in the repurchase agreements are through participation in joint
accounts with other Federated funds.

 (e) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
($7,448,561,427) at July 31, 1998.
    
The following acronyms are used throughout this portfolio:

AMBAC--American Municipal Bond Assurance Corporation EDC --Economic Development
Commission FSA --Financial Security Assurance IDA --Industrial Development
Authority IDR --Industrial Development Revenue LLC --Limited Liability
Corporation LOC --Letter of Credit LP --Limited Partnership MBIA --Municipal
Bond Investors Assurance PLC --Public Limited Company SA --Support Agreement

(See Notes which are an integral part of the Financial Statements)

STATEMENT OF ASSETS AND LIABILITIES
PRIME OBLIGATIONS FUND
   
JULY 31, 1998
<TABLE>
<S>                                                               <C>             <C>
ASSETS:
Investments in repurchase agreements                               $  910,180,000
Investments in securities                                           6,527,794,500
Total investments in securities, at amortized cost and value                          $  7,437,974,500
Cash                                                                                         1,574,950
Income receivable                                                                           30,117,848
Receivable for shares sold                                                                   4,654,530
Prepaid expenses                                                                               362,706
Total assets                                                                             7,474,684,534
LIABILITIES:
Payable for shares redeemed                                               915,411
Income distribution payable                                            23,885,126
Accrued expenses                                                        1,322,570
Total liabilities                                                                           26,123,107
NET ASSETS for 7,448,561,427 shares outstanding                                       $  7,448,561,427
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
INSTITUTIONAL SHARES:
$3,980,339,187 / 3,980,339,187 shares outstanding                                               $1.00
INSTITUTIONAL SERVICE SHARES:
$3,468,222,240 / 3,468,222,240 shares outstanding                                               $1.00

</TABLE>
    
(See Notes which are an integral part of the Financial Statements)

STATEMENT OF OPERATIONS
PRIME OBLIGATIONS FUND
   

YEAR ENDED JULY 31, 1998
<TABLE>
<S>                                                      <C>        <C>              <C>
INVESTMENT INCOME:
Interest                                                                                $408,069,509
EXPENSES:
Investment advisory fee                                                 $ 14,305,445
Administrative personnel and services fee                                  5,395,419
Custodian fees                                                               429,093
Transfer and dividend disbursing agent fees and expenses                     180,427
Directors'/Trustees' fees                                                     47,000
Auditing fees                                                                 13,000
Legal fees                                                                    22,400
Portfolio accounting fees                                                    527,951
Shareholder services fee--Institutional Shares                             9,947,222
Shareholder services fee--Institutional Service Shares                     7,934,584
Share registration costs                                                     513,794
Printing and postage                                                          20,000
Insurance premiums                                                           210,897
Taxes                                                                         18,560
Miscellaneous                                                                 26,943
Total expenses                                                            39,592,735
Waivers--
Waiver of investment advisory fee                           $(7,090,763)
Waiver of shareholder services fee--Institutional Shares     (9,947,222)
Total waivers                                                            (17,037,985)
Net expenses                                                                              22,554,750
Net investment income                                                                   $385,514,759
</TABLE>
    
(See Notes which are an integral part of the Financial Statements)

STATEMENT OF CHANGES IN NET ASSETS
PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
                                                                                      YEAR ENDED JULY 31,
                                                                                          1998            1997
<S>                                                                                <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS--
Net investment income                                                             $    385,514,759  $    264,242,252
DISTRIBUTIONS TO SHAREHOLDERS--
Distributions from net investment income
Institutional Shares                                                                  (219,104,923)     (175,275,611)
Institutional Service Shares                                                          (166,409,836)      (88,966,641)
Change in net assets resulting from distributions to shareholders                     (385,514,759)     (264,242,252)
SHARE TRANSACTIONS--
Proceeds from sale of shares                                                        81,194,972,477    57,987,041,825
Net asset value of shares issued to shareholders in payment of
distributions declared                                                                 107,652,252        78,154,545
Cost of shares redeemed                                                            (79,679,142,681)  (56,569,738,161)
Change in net assets resulting from share transactions                               1,623,482,048     1,495,458,209
Change in net assets                                                                 1,623,482,048     1,495,458,209
NET ASSETS:
Beginning of period                                                                  5,825,079,379     4,329,621,170
End of period                                                                     $  7,448,561,427  $  5,825,079,379
</TABLE>
    
(See Notes which are an integral part of the Financial Statements)
NOTES TO FINANCIAL STATEMENTS
PRIME OBLIGATIONS FUND
   
JULY 31, 1998
    
ORGANIZATION

Money Market Obligations Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act") as an open-end, management
investment company. The Trust consists of six portfolios. The financial
statements included herein are only those of Prime Obligations Fund (the
"Fund"), a diversified portfolio. The financial statements of the other
portfolios are presented separately. The assets of each portfolio are segregated
and a shareholder's interest is limited to the portfolio in which shares are
held. The investment objective of the Fund is to provide current income
consistent with stability of principal.

The Fund offers two classes of shares: Institutional Shares and Institutional
Service Shares.

SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.

INVESTMENT VALUATIONS

The Fund uses the amortized cost method to value its portfolio securities in
accordance with Rule 2a-7 under the Act.

REPURCHASE AGREEMENTS

It is the policy of the Fund to require the custodian bank to take possession,
to have legally segregated in the Federal Reserve Book Entry System, or to have
segregated within the custodian bank's vault, all securities held as collateral
under repurchase agreement transactions. Additionally, procedures have been
established by the Fund to monitor, on a daily basis, the market value of each
repurchase agreement's collateral to ensure that the value of collateral at
least equals the repurchase price to be paid under the repurchase agreement
transaction.

The Fund will only enter into repurchase agreements with banks and other
recognized financial institutions, such as broker/dealers, which are deemed by
the Fund's adviser to be creditworthy pursuant to the guidelines and/or
standards reviewed or established by the Board of Trustees (the "Trustees").
Risks may arise from the potential inability of counterparties to honor the
terms of the repurchase agreement. Accordingly, the Fund could receive less than
the repurchase price on the sale of collateral securities.

INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS

Interest income and expenses are accrued daily. Bond premium and discount, if
applicable, are amortized as required by the Internal Revenue Code, as amended
(the "Code"). Distributions to shareholders are recorded on the ex- dividend
date.

FEDERAL TAXES

It is the Fund's policy to comply with the provisions of the Code applicable to
regulated investment companies and to distribute to shareholders each year
substantially all of its income. Accordingly, no provisions for federal tax are
necessary.     At July 31, 1998, the Fund, for federal tax purposes, had a
capital loss carryforward of $3,342, which will reduce the fund's taxable income
arising from future net realized gain on investments, if any, to the extent
permitted by the Code, and thus will reduce the amount of the distributions to
shareholders which would otherwise be necessary to relieve the Fund of any
liability for federal tax. Pursuant to the Code, such capital loss carryforward
will expire as follows:



EXPIRATION YEAR       EXPIRATION AMOUNT
    2006                   $3,342



Additionally, net capital losses of $9,477 attributable to security
transactions incurred after October 31, 1997, are treated as arising on the
first day of the Fund's next taxable year.
    
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The Fund may engage in when-issued or delayed delivery transactions. The Fund
records when-issued securities on the trade date and maintains security
positions such that sufficient liquid assets will be available to make payment
for the securities purchased. Securities purchased on a when-issued or delayed
delivery basis are marked to market daily and begin earning interest on the
settlement date.

RESTRICTED SECURITIES

Restricted securities are securities that may only be resold upon registration
under federal securities laws or in transactions exempt from such registration.
Many restricted securities may be resold in the secondary market in transactions
exempt from registration. In some cases, the restricted securities may be resold
without registration upon exercise of a demand feature. Such restricted
securities may be determined to be liquid under criteria established by the
Trustees. The Fund will not incur any registration costs upon such resales.
Restricted securities are valued at amortized cost in accordance with Rule 2a-7
under the Act.
   
Additional information on each restricted security held at July 31, 1998, is as
follows:

<TABLE>
<CAPTION>
SECURITY                                                ACQUISITION DATE      ACQUISITION  COST
<S>                                              <C>                        <C>
Associates Corp. of North America                         12/3/1997              $  59,968,800
Liquid Asset Backed Securities Trust, Series 1996-3        8/15/1996               157,000,000
Liquid Asset Backed Securities Trust, Series 1997-1        2/19/1997                48,694,302
Liquid Asset Backed Securities Trust, Series 1997-3        6/27/1997                80,477,447
Rabobank Optional Redemption Trust, Series 1997-101  04/17/1997-07/22/1998          71,915,014
Triangle Funding Ltd.                                     10/16/1997               100,000,000
</TABLE>
    

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts of assets, liabilities, expenses and revenues reported in the
financial statements. Actual results could differ from those estimated.

OTHER

Investment transactions are accounted for on the trade date.

SHARES OF BENEFICIAL INTEREST
   
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At July 31, 1998, capital paid-in aggregated $7,448,561,427.
Transactions in shares were as follows:

<TABLE>
<CAPTION>
                                                                          YEAR ENDED JULY 31,
INSTITUTIONAL SHARES                                                     1998            1997
<S>                                                                <C>             <C>
Shares sold                                                         55,022,265,485   41,776,217,888
Shares issued to shareholders in payment of distributions declared      69,275,080       53,083,360
Shares redeemed                                                    (54,699,283,688) (41,273,820,945)
Net change resulting from Institutional Share transactions             392,256,877      555,480,303
<CAPTION>
                                                                            YEAR ENDED JULY 31,
INSTITUTIONAL SERVICE SHARES                                              1998            1997
<S>                                                                <C>             <C>
Shares sold                                                         26,172,706,992   16,210,823,937
Shares issued to shareholders in payment of distributions declared      38,377,172       25,071,185
Shares redeemed                                                    (24,979,858,993) (15,295,917,216)
Net change resulting from Institutional Service Share transactions   1,231,225,171      939,977,906
Net change resulting from share transactions                         1,623,482,048    1,495,458,209
</TABLE>
    

INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE

Federated Management, the Fund's investment adviser (the "Adviser"), receives
for its services an annual investment advisory fee equal to 0.20% of the Fund's
average daily net assets. The Adviser may voluntarily choose to waive any
portion of its fee. The Adviser can modify or terminate this voluntary waiver at
any time at its sole discretion.

ADMINISTRATIVE FEE

Federated Services Company ("FServ"), under the Administrative Services
Agreement, provides the Fund with administrative personnel and services. The fee
paid to FServ is based on the level of average aggregate daily net assets of all
funds advised by subsidiaries of Federated Investors, Inc. for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

SHAREHOLDER SERVICES FEE

Under the terms of a Shareholder Services Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to 0.25% of average daily net assets
of the Fund for the period. The fee paid to FSS is used to finance certain
services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive any portion of its fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion.

TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES

FServ, through its subsidiary, Federated Shareholder Services Company ("FSSC")
serves as transfer and dividend disbursing agent for the Fund. The fee paid to
FSSC is based on the size, type, and number of accounts and transactions made by
shareholders.

PORTFOLIO ACCOUNTING FEES

FServ maintains the Fund's accounting records for which it receives a fee. The
fee is based on the level of the Fund's average daily net assets for the period,
plus out-of-pocket expenses.

GENERAL

Certain of the Officers and Trustees of the Trust are Officers and Directors or
Trustees of the above companies.
   
YEAR 2000 (UNAUDITED)

Similar to other financial organizations, the Fund could be adversely affected
if the computer systems used by the Fund's service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. The Fund's Adviser and Administrator are taking measures that they
believe are reasonably designed to address the Year 2000 issue with respect to
computer systems that they use and to obtain reasonable assurances that
comparable steps are being taken by each of the Fund's other service providers.
At this time, however, there can be no assurance that these steps will be
sufficient to avoid any adverse impact to the Fund.
    
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of
MONEY MARKET OBLIGATIONS TRUST
(Prime Obligations Fund):
   
We have audited the accompanying statement of assets and liabilities of Prime
Obligations Fund (an investment portfolio of Money Market Obligations Trust, a
Massachusetts business trust), including the schedule of portfolio investments,
as of July 31, 1998, the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in the
period then ended, and the financial highlights for the periods presented. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of July
31, 1998, by correspondence with the custodian and brokers. As to confirmation
replies not received, we carried out alternative auditing procedures. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Prime
Obligations Fund (an investment portfolio of Money Market Obligations Trust) as
of July 31, 1998, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then ended,
and its financial highlights for the periods presented, in conformity with
generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
September 25, 1998
    

PRIME
OBLIGATIONS
FUND

(A Portfolio of Money Market Obligations Trust)

Institutional Shares

   

PROSPECTUS
SEPTEMBER 30, 1998
    

An Open-End Management
Investment Company

PRIME OBLIGATIONS FUND
INSTITUTIONAL SHARES
   
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

    

DISTRIBUTOR

   

Federated Securities Corp.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

    

INVESTMENT ADVISER

   

Federated Management
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

    

CUSTODIAN

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

TRANSFER AGENT
AND DIVIDEND DISBURSING AGENT

Federated Shareholder Services Company
P.O. Box 8600
Boston, MA 02266-8600

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP
2100 PPG Place
Pittsburgh, PA 15222

Federated Securities Corp., Distributor
1-800-341-7400
www.federatedinvestors.com
   
Cusip 60934N203
601352-01 (9/98)
    graphic]







Prime Obligations Fund

(A Portfolio of Money Market Obligations Trust)
Institutional Service Shares

PROSPECTUS

The Institutional Service Shares of Prime Obligations Fund (the "Fund") offered
by this prospectus represent interests in a portfolio of Money Market
Obligations Trust (the "Trust"), an open-end management investment company (a
mutual fund). The Fund invests in short-term money market securities to achieve
current income consistent with stability of principal.

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

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

   

The Fund has also filed a Statement of Additional Information dated September
30, 1998, with the Securities and Exchange Commission ("SEC"). The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information or a paper copy of this prospectus, if you have received
your prospectus electronically, free of charge by calling 1-800-341-7400. To
obtain other information, or make inquiries about the Fund, contact the Fund at
the address listed in the back of this prospectus. The Statement of Additional
Information, material incorporated by reference into this document, and other
information regarding the Fund is maintained electronically with the SEC at
Internet Web site (http://www.sec.gov).
    
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
   
PROSPECTUS DATED SEPTEMBER 30, 1998

    
   
TABLE OF CONTENTS

Summary of Fund Expenses   1

Financial Highlights-Institutional Service Shares   2

General Information   3

Year 2000 Statement   3

Investment Information   3

Investment Objective   3

Investment Policies   3

Investment Risks   5

Investment Limitations   5

Fund Information   6

Management of the Fund   6

Distribution of Institutional Service Shares    6

Administration of the Fund   7

Net Asset Value   7

How to Purchase Shares   7

Purchasing Shares by Wire   7

Purchasing Shares by Check   7

Invest-by-Phone   8

How to Redeem Shares   8

Redeeming Shares by Telephone   8

Redeeming Shares by Mail   8

Account and Share Information   8

Dividends   8

Capital Gains   9

Account Activity   9

Accounts with Low Balances   9

Voting Rights   9

Tax Information   9

Federal Income Tax   9

State and Local Taxes   9

Other Classes of Shares   9

Performance Information   10

Last Meeting of Shareholders   11

Financial Highlights-Institutional Shares   12

Financial Statements  13

Report of Independent Public Accountants   30
    


SUMMARY OF FUND EXPENSES
   
<TABLE>
<CAPTION>

                                    INSTITUTIONAL SERVICE SHARES
                                  SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                 <C>  <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)            None
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of
 offering price)                                                                         None
Contingent Deferred Sales Charge (as a percentage of original purchase price or
 redemption proceeds, as applicable)                                                     None
Redemption Fee (as a percentage of amount redeemed, if applicable)                       None
Exchange Fee                                                                             None
<CAPTION>
                                    ANNUAL OPERATING EXPENSES
                            (As a percentage of average net assets)
<S>                                                                                 <C>  <C>
Management Fee (after waiver)(1)                                                         0.10%
12b-1 Fee                                                                                None
Total Other Expenses                                                                     0.35%
Shareholder Services Fee                                                           0.25%
Total Operating Expenses(2)                                                              0.45%

</TABLE>
    

 (1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.20%.

 (2) The total operating expenses would have been 0.55% absent the voluntary
waiver of a portion of the management fee.

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

EXAMPLE
You would pay the following expenses on a $1,000 investment, assuming (1) 5% annual
return and (2) redemption at the end of each time period
<S>                                                                                 <C>
1 Year                                                                              $ 5
3 Years                                                                             $14
5 Years                                                                             $25
10 Years                                                                            $57

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


FINANCIAL HIGHLIGHTS-INSTITUTIONAL SERVICE SHARES
PRIME OBLIGATIONS FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
Reference is made to the Report of Independent Public Accountants on page 30.
   
<TABLE>
<CAPTION>

                                                            YEAR ENDED July 31,
                                            1998       1997       1996       1995       1994(a)
<S>                                       <C>        <C>        <C>        <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD      $  1.00    $  1.00    $  1.00    $  1.00      $  1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                        0.05       0.05       0.05        0.05       0.003
LESS DISTRIBUTIONS
Distributions from net investment income    (0.05)     (0.05)     (0.05)      (0.05)     (0.003)
NET ASSET VALUE, END OF PERIOD            $  1.00    $  1.00    $  1.00     $  1.00     $  1.00
TOTAL RETURN(B)                              5.37%      5.19%      5.32%       5.38%       0.30%
RATIOS TO AVERAGE NET ASSETS
Expenses                                     0.45%      0.45%      0.45%       0.45%       0.34%*
Net investment income                        5.24%      5.11%      5.13%       5.66%       4.68%*
Expense waiver/reimbursement(c)              0.10%      0.11%      0.11%       0.13%       0.14%*
SUPPLEMENTAL DATA
Net assets, end of period (000 omitted) $3,468,222 $2,236,997 $1,297,019    $500,954      $9,387

</TABLE>
    

 * Computed on an annualized basis.

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

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)


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 Board of
Trustees (the "Trustees") has 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, financial intermediaries and institutional investors
as a convenient means of accumulating an interest in a professionally managed
portfolio investing in short-term money market securities. A minimum initial
investment of $1,000,000 over a one-year period is required.

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

   

YEAR 2000 STATEMENT

Like other mutual funds and business organizations worldwide, the Fund's service
providers (among them, the adviser, distributor, administrator and transfer
agent) must ensure that their computer systems are adjusted to properly process
and calculate date-related information from and after January 1, 2000. Many
software programs and, to a lesser extent, the computer hardware in use today
cannot distinguish the year 2000 from the year 1900. Such a design flaw could
have a negative impact in the handling of securities trades, pricing and
accounting services. The Fund and its service providers are actively working on
necessary changes to computer systems to deal with the year 2000 issue and
believe that systems will be year 2000 compliant when required. Analysis
continues regarding the financial impact of instituting a year 2000 compliant
program on the Fund's operations.

    


INVESTMENT INFORMATION

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide current income consistent
with stability of principal. This investment objective cannot be changed without
shareholder approval. While there is no assurance that the Fund will achieve its
investment objective, it endeavors to do so by complying with the
diversification and other requirements of Rule 2a-7 under the Investment Company
Act of 1940 which regulates money market mutual funds and by following the
investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of money
market securities maturing in 13 months or less. The average maturity of the
securities in the Fund's portfolio, computed on a dollar-weighted basis, will be
90 days or less. Unless indicated otherwise, the investment policies may be
changed by the Trustees without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS

The Fund invests in high quality money market instruments that are either rated
in the highest short-term rating category by one or more nationally recognized
statistical rating organizations ("NRSROs") or are of comparable quality to
securities having such ratings. Examples of these instruments include, but are
not limited to:

* domestic issues of corporate debt obligations, including variable rate
  demand notes;

* commercial paper (including Canadian Commercial Paper and Europaper);

* certificates of deposit, demand and time deposits, bankers' acceptances and
  other instruments of domestic and foreign banks and other deposit
  institutions ("Bank Instruments");

* short-term credit facilities;

* asset-backed securities;

* obligations issued or guaranteed as to payment of principal and interest by
  the U.S. government or one of its agencies or instrumentalities; and

* other money market instruments.

The Fund invests only in instruments denominated and payable in U.S. dollars.

VARIABLE RATE DEMAND NOTES

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

BANK INSTRUMENTS

   

The Fund only invests in Bank Instruments either issued by an institution having
capital, surplus and undivided profits over $100 million, or insured by the Bank
Insurance Fund ("BIF") or the Savings Association Insurance Fund ("SAIF"). Bank
Instruments may include Eurodollar Certificates of Deposit ("ECDs"), Yankee
Certificates of Deposit ("Yankee CDs"), Canadian Time Deposits, and Eurodollar
Time Deposits ("ETDs"). The Fund will treat securities credit enhanced with a
bank's letter of credit as Bank Instruments.

    

ASSET-BACKED SECURITIES

Asset-backed securities are securities issued by special purpose entities whose
primary assets consist of a pool of loans or accounts receivable. The securities
may take the form of beneficial interests in special purpose trusts, limited
partnership interests, or commercial paper or other debt securities issued by a
special purpose corporation. Although the securities often have some form of
credit or liquidity enhancement, payments on the securities depend predominantly
upon collections of the loans and receivables held by the issuer.

SHORT-TERM CREDIT FACILITIES

The Fund may enter into, or acquire participations in, short-term borrowing
arrangements with corporations, consisting of either a short-term revolving
credit facility or a master note agreement payable upon demand. Under these
arrangements, the borrower may reborrow funds during the term of the facility.
The Fund treats any commitments to provide such advances as a standby
commitment to purchase the borrower's notes.

REPURCHASE AGREEMENTS

Certain securities in which the Fund invests may be purchased pursuant to
repurchase agreements. Repurchase agreements are arrangements in which banks,
broker/dealers, and other recognized financial institutions sell securities to
the Fund and agree at the time of sale to repurchase them at a mutually agreed
upon time and price. To the extent that the seller does not repurchase the
securities from the Fund, the Fund could receive less than the repurchase price
on any sale of such securities.

CREDIT ENHANCEMENT

Certain of the Fund's acceptable investments may be credit-enhanced by a
guaranty, letter of credit, or insurance. Any bankruptcy, receivership, default,
or change in the credit quality of the party providing the credit enhancement
will adversely affect the quality and marketability of the underlying security
and could cause losses to the Fund and affect its share price.

DEMAND FEATURES

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

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

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

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

LENDING OF PORTFOLIO SECURITIES

In order to generate additional income, the Fund may lend its portfolio
securities on a short-term or long-term basis, or both, to broker/dealers,
banks, or other institutional borrowers of securities. The Fund will only enter
into loan arrangements with broker/dealers, banks, or other institutions which
the adviser has determined are creditworthy under guidelines established by the
Fund's Trustees and will receive collateral at all times equal to at least 100%
of the value of the securities loaned. There is the risk that when lending
portfolio securities, the securities may not be available to the Fund on a
timely basis and the Fund may, therefore, lose the opportunity to sell the
securities at a desirable price. In addition, in the event that a borrower of
securities would file for bankruptcy or become insolvent, disposition of the
securities may be delayed pending court action.

RESTRICTED AND ILLIQUID SECURITIES

The Fund may invest in restricted securities, and, as a matter of fundamental
investment policy which cannot be changed without shareholder approval, will
limit such investments to 10% of its net assets. This restriction is not
applicable to commercial paper issued under Section 4(2) of the Securities Act
of 1933. Restricted securities are any securities in which the Fund may invest
pursuant to its investment objective and policies but which are subject to
restrictions on resale under federal securities law. Under criteria established
by the Trustees, certain restricted securities are determined to be liquid. As a
matter of non-fundamental investment policy, to the extent that restricted
securities are not determined to be liquid, the Fund will limit their purchase,
together with other illiquid securities, including non-negotiable time deposits,
and repurchase agreements providing for settlement in more than seven days after
notice, to 10% of its net assets.

CONCENTRATION OF INVESTMENTS

As a matter of policy which cannot be changed without shareholder approval, the
Fund will generally invest 25% or more of its total assets in commercial paper
issued by finance companies. The finance companies in which the Fund intends to
invest can be divided into two categories, commercial finance companies and
consumer finance companies. Commercial finance companies are principally engaged
in lending to corporations or other businesses. Consumer finance companies are
primarily engaged in lending to individuals. Captive finance companies or
finance subsidiaries which exist to facilitate the marketing and financial
activities of their parent will, for purposes of industry concentration, be
classified in the industry of their parent's corporation. In addition, the Fund
may invest 25% or more of the value of its total assets in instruments issued by
a U.S. branch of a domestic bank or savings association having capital, surplus,
and undivided profits in excess of $100,000,000 at the time of investment.
Concentrating investments in one industry may subject the Fund to more risk than
if it did not concentrate.

INVESTMENT RISKS

ECDs, ETDs, Yankee CDs, Canadian Commercial Paper, and Europaper are subject to
different risks than domestic obligations of domestic banks or corporations.
Examples of these risks include international economic and political
developments, foreign governmental restrictions that may adversely affect the
payment of principal or interest, foreign withholding or other taxes on interest
income, difficulties in obtaining or enforcing a judgment against the issuing
entity, and the possible impact of interruptions in the flow of international
currency transactions. Risks may also exist for ECDs, ETDs, and Yankee CDs
because the banks issuing these instruments, or their domestic or foreign
branches, are not necessarily subject to the same regulatory requirements that
apply to domestic banks, such as reserve requirements, loan limitations,
examinations, accounting, auditing, recordkeeping, and the public availability
of information. These factors will be carefully considered by the Fund's adviser
in selecting investments for the Fund.

INVESTMENT LIMITATIONS

   

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

    
FUND INFORMATION

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES

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

INVESTMENT ADVISER

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

ADVISORY FEES

The adviser receives an annual investment advisory fee equal to 0.20% of the
Fund's average daily net assets. The adviser may voluntarily choose to waive a
portion of its fee or reimburse other expenses of the Fund, but reserves the
right to terminate such waiver or reimbursement at any time at its sole
discretion.

ADVISER'S BACKGROUND

   

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

Federated Management and other subsidiaries of Federated Investors, Inc. serve
as investment advisers to a number of investment companies and private accounts.
Certain other subsidiaries also provide administrative services to a number of
investment companies. With over $120 billion invested across more than 300 funds
under management and/or administration by its subsidiaries, as of December 31,
1997, Federated Investors, Inc. is one of the largest mutual
fund investment managers in the United States. With more than 2,000 employees,
Federated continues to be led by the management who founded the
company
in 1955. Federated funds are presently at work in and through approximately
4,000 financial institutions nationwide.

    

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interests. Among other things, the codes: require preclearance
and periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES

   

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

    

SHAREHOLDER SERVICES

   

The Fund has entered into a Shareholder Services Agreement with Federated
Shareholder Services, a subsidiary of Federated Investors, Inc., under which the
Fund may make payments up to 0.25% of the average daily net asset value of its
shares, computed at an annual rate, to obtain certain personal services for
shareholders and to maintain shareholder accounts. From time to time and for
such periods as deemed appropriate, the amount stated above may be reduced
voluntarily. Under the Shareholder Services Agreement, Federated Shareholder
Services will either perform shareholder services directly or will select
financial institutions to perform shareholder services. Financial institutions
will receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.

    

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS

   

In addition to payments made pursuant to the Shareholder Services Agreement,
Federated Securities Corp. and Federated Shareholder Services, from their own
assets, may pay financial institutions supplemental fees for the performance of
substantial sales services, distribution-related support services, or
shareholder services. The support may include sponsoring sales, educational and
training seminars for their employees, providing sales literature, and
engineering computer software programs that emphasize the attributes of the
Fund. Such assistance will be predicated upon the amount of shares the financial
institution sells or may sell, and/or upon the type and nature of sales or
marketing support furnished by the financial institution. Any payments made by
the distributor may be reimbursed by the Fund's investment adviser or its
affiliates.

    

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES

   

Federated Services Company, a subsidiary of Federated Investors, Inc., provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Fund at an annual rate which
relates to the average aggregate daily net assets of all funds advised by
affiliates of Federated Investors, Inc. specified below:
    
<TABLE>
<CAPTION>
MAXIMUM
  FEE             AVERAGE AGGREGATE
                  DAILY NET ASSETS
 <C>              <S>
 0.150%        on the first $250 million
 0.125%        on the next $250 million
 0.100%        on the next $250 million
 0.075%   on assets in excess of $750 million

</TABLE>



The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Services Company may choose voluntarily to waive a portion of its fee.


NET ASSET VALUE

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

   

The net asset value is determined at 5:00 p.m. (Eastern time), Monday through
Friday, except on New Year's Day, Martin Luther King, Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day.

    


HOW TO PURCHASE SHARES

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

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone. The
minimum initial investment is $1,000,000. However, an account may be opened with
a smaller amount as long as the minimum is reached within one year of opening
the account. Financial institutions may impose different minimum investment
requirements on their customers.

PURCHASING SHARES BY WIRE

   

Shares may be purchased by Federal Reserve wire by calling the Fund before 5:00
(Eastern time) to place an order. The order is considered received immediately.
Payment by federal funds must be received before 5:00 p.m. (Eastern time) in
order to begin earning dividends that same day. Federal funds should be wired as
follows: Federated Shareholder Services Company, c/o State Street Bank and Trust
Company, Boston, MA; Attention: EDGEWIRE; For Credit to: Prime Obligations Fund
- - Institutional Service Shares; Fund Number (this number can be found on the
account statement or by contacting the Fund); Group Number or Order Number;
Nominee or Institution Name; and ABA Number 011000028. Shares cannot be
purchased by wire on holidays when wire transfers are restricted. Questions on
wire purchases should be directed to your shareholder services representative at
the telephone number listed on your account statement.

    

PURCHASING SHARES BY CHECK

   

Shares may be purchased by sending a check to Federated Shareholder Services
Company, P.O. Box 8600, Boston, MA 02266-8600. The check should be made payable
to: Prime Obligations Fund - Institutional Service Shares. Please include an
account number on the check. Orders by mail are considered received when payment
by check is converted into federal funds (normally the business day after the
check is received), and shares begin earning dividends the next day.

    

INVEST-BY-PHONE

   

Once an account has been opened, a shareholder may use Invest-by-Phone for
investments if an authorization form has been filed with Federated Shareholder
Services Company, the transfer agent for shares of the Fund. Approximately two
weeks after sending the form to Federated Shareholder Services Company, the
shareholder may call Federated Shareholder Services Company to purchase shares.
Federated Shareholder Services Company will send a request for monies to the
shareholder's commercial bank, savings bank, or credit union ("bank") via the
Automated Clearing House ("ACH"). The shareholder's bank, which must be an ACH
member, will then forward the monies to Federated Shareholder Services Company.
The purchase is normally entered the next business day after the initial phone
request. For further information and an application, call the Fund.

    


HOW TO REDEEM SHARES

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

REDEEMING SHARES BY TELEPHONE

   

Redemptions in any amount may be made by calling the Fund provided the Fund has
a properly completed authorization form. These forms can be obtained from
Federated Securities Corp. Proceeds from redemption requests received before
5:00 p.m.(Eastern time) will be wired the same day to the shareholder's account
at a domestic commercial bank which is a member of the Federal Reserve System,
but will not include that day's dividend. Proceeds from redemption requests
received after that time include that day's dividend but will be wired the
following business day. Proceeds from redemption requests on holidays when wire
transfers are restricted will be wired the following business day. Questions
about telephone redemptions on days when wire transfers are restricted should be
directed to your shareholder services representative at the telephone number
listed on your account statement.

    

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

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

REDEEMING SHARES BY MAIL

Shares may be redeemed in any amount by mailing a written request to: Federated
Shareholder Services Company, P.O. Box 8600, Boston, MA 02266- 8600. If share
certificates have been issued, they should be sent unendorsed with the written
request by registered or certified mail to the address noted above.

The written request should state: the Fund name and the class designation; the
account name as registered with the Fund; the account number; and the number of
shares to be redeemed or the dollar amount requested. All owners of the account
must sign the request exactly as the shares are registered. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the receipt of a proper written redemption request. Dividends
are paid up to and including the day that a redemption request is processed.

Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Fund or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a commercial
or savings bank, trust company or savings association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm of a domestic stock exchange; or any other "eligible
guarantor institution," as defined in the Securities Exchange Act of 1934. The
Fund does not accept signatures guaranteed by a notary public.


ACCOUNT AND SHARE INFORMATION

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund. Shares purchased by wire before
5:00 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 capital gains at least once every 12 months.

ACCOUNT ACTIVITY

Shareholders will receive periodic statements reporting all account activity,
including dividends paid. The Fund will not issue share certificates.

    

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account, except accounts maintained by retirement plans,
and pay the proceeds to the shareholder if the account balance falls below a
required minimum value of $1,000,000 due to shareholder redemptions. Before
shares are redeemed to close an account, the shareholder is notified in writing
and allowed 30 days to purchase additional shares to meet the minimum
requirement.

VOTING RIGHTS

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

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


TAX INFORMATION

FEDERAL INCOME TAX

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

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.

STATE AND LOCAL TAXES

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

    


OTHER CLASSES OF SHARES

The Fund also offers other classes. Institutional Shares are sold at net asset
value primarily to entities holding shares in an agency or fiduciary capacity,
financial institutions, financial intermediaries and institutional investors and
are subject to a minimum initial investment of $1,000,000.

All classes are subject to certain of the same expenses.

Institutional Shares are distributed with no 12b-1 Plan but are subject to
shareholder services fees.

Expense differences between classes may affect the performance of each class.

To obtain more information and a prospectus for any other class, investors may
call 1-800-341-7400.


PERFORMANCE INFORMATION

   

From time to time, the Fund advertises its yield, effective yield, and total
return. The performance figures will be calculated separately for each class of
shares.

    

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

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

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


   

LAST MEETING OF SHAREHOLDERS

A Special Meeting of Trust shareholders was held on April 23, 1998. On February
24, 1998, the record date for shareholders voting at the meeting, there were
28,912,813,604 total outstanding shares. The following items were considered by
shareholders and the results of their voting were as follows:

AGENDA ITEM 1: To elect Trustees.*

<TABLE>
<CAPTION>
                                   SHARES VOTED FOR    SHARES WITHHELD AUTHORITY
<S>                                 <C>                       <C>
Thomas G Bigley                     17,186,131,753            91,735,736
John T. Conroy, Jr.                 17,186,450,467            91,417,022
Peter E. Madden                     17,187,792,175            90,075,314
John E. Murray, Jr., J.D., S.J.D.   17,187,671,030            90,196,459

</TABLE>
    

   
 * The following Trustees of the Trust continued their terms as Trustees of
the Trust: John F. Donahue, William J. Copeland, J. Christopher Donahue,
James E. Dowd, Esq., Lawrence D. Ellis, M.D., Edward L. Flaherty, Jr.,
Esq., Wesley W. Posvar, and Marjorie P. Smuts.


    

FINANCIAL HIGHLIGHTS-INSTITUTIONAL SHARES

PRIME OBLIGATIONS FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 30.
   
<TABLE>
<CAPTION>

                                                                        YEAR ENDED JULY 31,
                                     1998       1997       1996       1995      1994        1993      1992        1991     1990(a)
<S>                                <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING
OF PERIOD                          $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
INCOME FROM INVESTMENT
OPERATIONS
Net investment income                0.05       0.05       0.05       0.06       0.03       0.03       0.05       0.07       0.03
LESS DISTRIBUTIONS
Distributions from net
investment income                   (0.05)     (0.05)     (0.05)     (0.06)     (0.03)     (0.03)     (0.05)     (0.07)     (0.03)
NET ASSET VALUE, END OF PERIOD     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
TOTAL RETURN(B)                      5.64%      5.45%      5.58%      5.65%      3.47%      3.25%      4.74%      7.30%      2.89%
RATIOS TO AVERAGE NET ASSETS
Expenses                             0.20%      0.20%      0.20%      0.20%      0.20%      0.20%      0.20%      0.20%      0.20%*
Net investment income                5.51%      5.35%      5.43%      5.60%      3.47%      3.20%      4.53%      6.54%      8.21%*
Expense waiver/reimbursement(c)      0.35%      0.36%      0.36%      0.38%      0.14%      0.09%      0.10%      0.24%      0.68%*
SUPPLEMENTAL DATA
Net assets, end of period
(000omitted)                   $3,980,339 $3,588,082 $3,032,602 $2,457,797 $1,250,979 $1,098,159   $917,418   $473,593    $34,777

</TABLE>
    

 * Computed on an annualized basis.

 (a) Reflects operations for the period from March 26, 1990 (date of initial
public investment) to July 31, 1990.

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)

PORTFOLIO OF INVESTMENTS
PRIME OBLIGATIONS FUND
   
JULY 31, 1998

<TABLE>
<CAPTION>

  PRINCIPAL
    AMOUNT                                                                                                  VALUE
 <C>          <S>                                                                                       <C>
CERTIFICATES OF DEPOSIT--7.3%
BANKING--7.3%
 $189,000,000 Bankers Trust Co., New York, 5.640% - 6.010%, 9/9/1998 - 4/23/1999                        $  188,977,947
   16,000,000 Canadian Imperial Bank of Commerce, Toronto, 5.740% - 5.900%, 8/27/1998 - 4/1/1999            15,997,364
   50,000,000 Credit Communal de Belgique, Brussles, 5.650%, 12/11/1998                                     50,000,000
   30,000,000 Morgan Guaranty Trust Co., New York, 5.870%, 8/6/1998                                         29,999,882
   27,000,000 Rabobank Nederland, Utrecht, 5.690%, 1/7/1999                                                 26,985,702
  219,500,000 Societe Generale, Paris, 5.630% - 5.940%, 8/6/1998 - 4/28/1999                               219,409,298
   15,000,000 Svenska Handelsbanken, Stockholm, 5.755%, 4/6/1999                                            14,995,611
              TOTAL CERTIFICATES OF DEPOSIT                                                                546,365,804
(a)COMMERCIAL PAPER--39.9%
BANKING--11.9%
  130,000,000 Aspen Funding Corp., (Guaranteed by Deutsche Bank, AG), 5.375% - 5.687%,
              8/3/1998 - 12/18/1998                                                                        128,661,514
   20,865,000 Benedictine Health System, (Lasalle National Bank, Chicago LOC), 5.680%, 10/5/1998            20,651,018
   20,000,000 Comerica, Inc., 5.530%, 8/27/1998                                                             19,920,122
   31,000,000 Commonwealth Bank of Australia, Sydney, 5.640%, 12/17/1998                                    30,349,982
   60,000,000 Cregem North America, Inc., (Guaranteed by Credit Communal de Belgique, Brussles),
              5.500%, 11/9/1998                                                                             59,083,333
  150,881,000 Gotham Funding Corp., 5.680% - 5.720%, 8/7/1998 - 8/25/1998                                  150,559,676
  217,000,000 J.P. Morgan & Co., Inc., 5.450% - 5.490%, 11/16/1998 - 12/31/1998                            212,635,788
   25,000,000 Omnicom Finance, Inc., (ABN AMRO Bank N.V., Amsterdam LOC), 5.510%, 11/30/1998                24,537,007
  149,000,000 Svenska Handelsbanken, Inc., (Guaranteed by Svenska Handelsbanken, Stockholm), 5.460%
              - 5.520%, 11/6/1998 - 12/31/1998                                                             145,802,273
   33,000,000 UBS Finance (Delaware), Inc., (Guaranteed by Union Bank of Switzerland, Zurich),
              5.450% - 5.520%, 8/7/1998 - 12/31/1998                                                        32,682,076
   63,500,000 Westpac Capital Corp., (Guaranteed by Westpac Banking Corp. Ltd., Sydney), 5.490%,
              12/4/1998                                                                                     62,289,531
              Total                                                                                        887,172,320
BROKERAGE--5.1%
   27,000,000 Credit Suisse First Boston, Inc., 5.510% - 5.520%, 8/20/1998 - 10/14/1998                     26,870,716
  354,600,000 Merrill Lynch & Co., Inc., 5.500% - 5.530%, 9/11/1998 - 11/9/1998                            350,741,551
              Total                                                                                        377,612,267
</TABLE>
    
PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
  PRINCIPAL
    AMOUNT                                                                                                  VALUE
 <C>          <S>                                                                                       <C>
(A)COMMERCIAL PAPER-(CONTINUED)
ELECTRIC POWER--0.1%
$  10,000,000 Southern Electric Generating Co. (SEGCO), (Guaranteed by Alabama Power Co., Guaranteed
              by Georgia Power Co.), 5.700%, 8/11/1998                                                 $     9,984,167
FINANCE - AUTOMOTIVE--1.5%
   40,000,000 Chrysler Financial Corp., 5.540%, 8/19/1998                                                   39,889,200
   70,000,000 General Motors Acceptance Corp., 5.512%, 10/27/1998                                           69,067,553
              Total                                                                                        108,956,753
FINANCE - COMMERCIAL--16.5%
   63,500,000 Asset Securitization Cooperative Corp., 5.520%, 10/30/1998                                    62,623,700
   52,000,000 Beta Finance, Inc., 5.490% - 5.520%, 8/21/1998 - 9/30/1998                                    51,660,200
   10,000,000 CXC, Inc., 5.520%, 8/10/1998                                                                   9,986,200
  155,000,000 Corporate Asset Funding Co., Inc. (CAFCO), 5.500% - 5.535%, 8/20/1998 - 10/20/1998           153,876,449
   20,000,000 Falcon Asset Securitization Corp., 5.550%, 8/21/1998                                          19,938,333
  340,000,000 General Electric Capital Corp., 5.380% - 5.680%, 8/3/1998 - 2/4/1999                         337,527,033
  154,000,000 Greenwich Funding Corp., 5.510% - 5.520%, 8/27/1998 - 10/5/1998                              152,883,644
   54,760,000 PREFCO-Preferred Receivables Funding Co., 5.550% - 5.570%, 8/19/1998 - 9/3/1998               54,556,799
   27,159,000 Receivables Capital Corp., 5.525% - 5.550%, 8/21/1998 - 8/25/1998                             27,063,026
  357,630,000 Sheffield Receivables Corp., 5.520% - 5.600%, 8/3/1998 - 9/30/1998                           356,202,812
              Total                                                                                      1,226,318,196
FINANCE - RETAIL--4.2%
  100,000,000 Associates Corp. of North America, 5.600%, 8/3/1998                                           99,968,889
   38,000,000 Associates First Capital Corp., 5.520%, 10/2/1998                                             37,638,747
   75,000,000 Household Finance Corp., 5.690%, 8/3/1998                                                     74,976,292
   28,500,000 Island Finance, Puerto Rico, (Norwest Corp. Support Agreement) 5.520%, 9/14/1998              28,307,720
   20,000,000 New Center Asset Trust, A1+/P1 Series, 5.500%, 8/11/1998                                      19,969,444
   50,000,000 New Center Asset Trust, A1/P1 Series, 5.530%, 11/12/1998                                      49,208,903
              Total                                                                                        310,069,995
INSURANCE--0.6%
   44,000,000 Marsh & McLennan Companies, Inc., 5.400% - 5.490%, 10/20/1998 - 12/14/1998                    43,422,950
              TOTAL COMMERCIAL PAPER                                                                     2,963,536,648
</TABLE>
    
PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
  PRINCIPAL
    AMOUNT                                                                                                  VALUE
 <C>          <S>                                                                                       <C>
SHORT-TERM NOTES-11.3%
BANKING--2.5%
$  50,000,000 BankBoston, N.A., 5.650%, 11/9/1998                                                      $    50,000,000
   95,540,000 SALTS II Cayman Islands Corp., (Guaranteed by Bankers Trust International, PLC),
              5.737%, 6/17/1999                                                                             95,540,000
   39,815,000 SALTS III Cayman Island Corp., (Guaranteed by Bankers Trust International, PLC),
              5.850%, 1/23/1999                                                                             39,815,000
              Total                                                                                        185,355,000
BROKERAGE--1.3%
   96,000,000 Goldman Sachs Group, LP, 5.687%, 10/26/1998                                                   96,000,000
FINANCE - AUTOMOTIVE--2.0%
   19,804,491 Chase Manhattan Auto Owner Trust 1998-B, Class A-1, 5.578%, 5/10/1999                         19,804,491
   33,808,320 Chase Manhattan Auto Owner Trust 1998-C, Class A1, 5.588%, 7/9/1999                           33,804,824
   41,000,000 Compass Auto Receivables Trust 1998-A, Class A-1, 5.659%, 7/15/1999                           41,000,000
   27,000,000 Ford Credit Auto Owner Trust 1998-C, Class A-1, 5.608%, 1/15/1999                             27,000,000
   25,000,000 Ford Credit Auto Owner Trust 1998-C, Class A-2, 5.670%, 6/15/1999                             25,000,000
              Total                                                                                        146,609,315
FINANCE - COMMERCIAL--2.4%
   80,000,000 Beta Finance, Inc., 5.690% - 5.790%, 3/2/1999 - 4/8/1999                                      79,995,890
    2,000,000 CIT Group Holdings, Inc., 6.125%, 9/1/1998                                                     2,000,369
  100,000,000 (b)Triangle Funding Ltd., 5.687%, 11/16/1998                                                 100,000,000
              Total                                                                                        181,996,259
FINANCE - EQUIPMENT--1.5%
  108,000,000 Pitney Bowes Credit Corp., 5.675%, 8/10/1998                                                 107,847,504
INSURANCE--1.6%
    4,124,541 Arcadia Automobile Receivables Trust 1998-A, Class A-1,
(Guaranteed by FSA) 5.628%,
              3/15/1999                                                                                      4,124,541
    7,352,548 ContiMortgage Home Equity Loan Trust 1998-1, Class A-1, (Guaranteed by MBIA) 5.647%,
              3/15/1999                                                                                      7,352,548
   25,701,455 ContiMortgage Home Equity Loan Trust 1998-2, Class A-1, (Guaranteed by MBIA), 5.648%,
              6/15/1999                                                                                     25,701,455
   20,000,000 Marsh & McLennan Companies, Inc., 5.650%, 10/23/1998                                          20,000,000
</TABLE>
    
PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
  PRINCIPAL
    AMOUNT                                                                                                  VALUE
 <C>          <S>                                                                                       <C>
SHORT-TERM NOTES--CONTINUED
INSURANCE--CONTINUED
$  26,388,522 WFS Financial 1998-A Owner Trust, Class A-1, (Guaranteed by FSA), 5.618%, 2/20/1999      $    26,388,522
   36,000,000 WFS Financial 1998-B Owner Trust, Class A-1, (Guaranteed by FSA) 5.658%, 7/20/1999            36,000,000
              Total                                                                                        119,567,066
              TOTAL SHORT-TERM NOTES                                                                       837,375,144
(C)VARIABLE RATE INSTRUMENTS--22.3%
BANKING--13.5%
    5,645,000 Abbott Foods, Series 1996, (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       5,645,000
    5,340,000 Alabama State IDA, Series 1994, Miltope Project, (Regions Bank, Alabama LOC), 5.690%,
              8/6/1998                                                                                       5,340,000
    7,825,000 Alabama State IDA, (Wellborn Cabinet, Inc.), Tax Revenue Bonds, (Amsouth Bank N.A.,
              Birmingham LOC), 5.740%, 8/5/1998                                                              7,825,000
    2,175,000 Alabama State IDA, Standard Furniture Project, Series 1995, (Amsouth Bank N.A.,
              Birmingham LOC), 5.740%, 8/6/1998                                                              2,175,000
    7,510,000 Alexandria Executive Club LP, (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       7,510,000
    8,340,000 Arrow N.A., Inc., (Bank of America NT and SA, San Francisco LOC), 5.670%, 8/6/1998             8,340,000
    7,000,000 Asset Holdings Corp. VII, (U.S. Bank, N.A., Minneapolis LOC), 5.670%, 8/6/1998                 7,000,000
    3,500,000 Asset Holdings V, (Bayerische Vereinsbank AG, Munich LOC), 5.670%, 8/6/1998                    3,500,000
       50,000 Associated Materials, Inc., (KeyBank, N.A. LOC), 5.700%, 8/7/1998                                 50,000
   12,000,000 Association of American Medical Colleges, (Guaranteed by Chase Manhattan Bank N.A.,
              New York), 5.690%, 8/5/1998                                                                   12,000,000
    3,800,000 Balboa Investment Group V, Series 1997, (Amsouth Bank N.A., Birmingham LOC), 5.740%,
              8/6/1998                                                                                       3,800,000
    4,000,000 Bardstown City, KY, (RJ Tower Project), Series 1995, (Comerica, Inc. LOC), 5.670%,
              8/6/1998                                                                                       4,000,000
    8,000,000 Bethesda Country Club, Inc., Series 1997, (First National Bank of Maryland, Baltimore
              LOC), 5.640%, 8/4/1998                                                                         8,000,000
   19,085,000 Beverly Hills Nursing Center, Inc., Medilodge Project, Series 1996, (KeyBank, N.A.
              LOC), 5.720%, 8/6/1998 19,085,000 1,612,790 Bowling Green Manor
    LP, (Huntington National Bank, Columbus, OH LOC), 5.670%, 8/6/1998 1,612,790
    5,000,000 Brentlinger Enterprises, (Huntington National Bank, Columbus, OH
    LOC), 5.720%,
              8/6/1998                                                                                       5,000,000
    5,877,000 Capital One Funding Corp., Series 1994-A, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998         5,877,000
   13,596,000 Capital One Funding Corp., Series 1994-C, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998        13,596,000
    8,540,000 Capital One Funding Corp., Series 1994-D, (Bank One, Kentucky LOC), 5.670%, 8/6/1998           8,540,000
      418,000 Capital One Funding Corp., Series 1995-A, (Bank One, Indianapolis, N.A. LOC), 5.670%,
              8/6/1998                                                                                         418,000
</TABLE>
    
PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
  PRINCIPAL
    AMOUNT                                                                                                  VALUE
 <C>          <S>                                                                                       <C>
(C)VARIABLE RATE INSTRUMENTS--CONTINUED
BANKING--CONTINUED
$  10,106,000 Capital One Funding Corp., Series 1995-B, (Bank One, Kentucky LOC), 5.670%, 8/6/1998     $    10,106,000
   20,680,000 Capital One Funding Corp., Series 1995-F, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998        20,680,000
    9,500,000 Capital One Funding Corp., Series 1996-H, (Bank One, West Virginia, N.A. LOC), 5.670%,
              8/6/1998                                                                                       9,500,000
    1,065,000 Carpenter, Thomas E., Series 1998, (Huntington National Bank, Columbus, OH LOC),
              5.720%, 8/6/1998 1,065,000 5,000,000 Carport, Inc., Series 1997,
    (Amsouth Bank N.A., Birmingham LOC), 5.740%, 8/6/1998 5,000,000 5,950,000
    Chestnut Hills Apartments, Ltd., (Huntington National Bank, Columbus, OH
    LOC), 5.720%,
              8/6/1998                                                                                       5,950,000
    3,900,000 Cleveland Sportsplex Ltd., (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       3,900,000
    4,000,000 Clinton County, NY IDA, Bombardier Project, Series 1998-B, (Marine Midland Bank N.A.,
              Buffalo, NY LOC), 5.688%, 8/6/1998                                                             4,000,000
    8,300,000 Cloquet, MN, Series 1996-B, Potlach Corp., (Credit Suisse First Boston LOC), 5.700%,
              8/5/1998                                                                                       8,300,000
    1,032,337 Clyde Manor LP, (Huntington National Bank, Columbus, OH LOC), 5.670%, 8/6/1998                 1,032,337
      125,000 Colorado Health Facilities Authority, Arkansas Valley Project, Series 1998-E1, (Bank
              One, Colorado LOC), 5.770%, 8/6/1998                                                             125,000
      505,000 Colorado Health Facilities Authority, Development Disabilities Center Project,
              Series 1998F1, (Bank One, Colorado LOC), 5.770%, 8/6/1998                                        505,000
    5,000,000 Colorado Health Facilities Authority, Development Disabilities Resource Center,
              Series 1998C1, (Bank One, Colorado LOC), 5.670%, 8/6/1998                                      5,000,000
    3,000,000 Colorado Health Facilities Authority, Goodwill Industries of Denver Project, Series
              1998-G1, (Bank One, Colorado LOC), 5.670%, 8/6/1998                                            3,000,000
    2,780,000 Columbia County, GA Development Authority, Series 1993, (SunTrust Banks, Inc. LOC),
              5.650%, 8/5/1998                                                                               2,780,000
    8,000,000 Commercial Contractors, Inc., Series 1998, (First National Bank of Maryland, Baltimore
              LOC), 5.640%, 8/4/1998                                                                         8,000,000
    3,100,000 Cuyahoga County, OH IDR, Northstar Plastics, (Bank One, Ohio, N.A. LOC), 5.670%,
              8/6/1998                                                                                       3,100,000
    2,000,000 Damascus Company Ltd., Series 1998, (Huntington National Bank, Columbus, OH LOC),
              5.720%, 8/6/1998                                                                               2,000,000
    8,810,000 Dewberry IV LP, Series 1997, (First National Bank of Maryland, Baltimore LOC), 5.640%,
              8/4/1998                                                                                       8,810,000
    5,900,000 Die-Matic Corp., (Huntington National Bank, Columbus, OH LOC), 5.720%, 8/6/1998                5,900,000
    4,500,000 Double H Plastics, Inc., Series 1998, (Corestates Bank N.A., Philadelphia, PA LOC),
              5.650%, 8/5/1998                                                                               4,500,000
    2,915,000 Douglas County, GA Development Authority, Heritage Bag Project, Series 1998-B,
              (Wachovia Bank of NC, N.A., Winston-Salem LOC), 5.690%, 8/6/1998                               2,915,000
</TABLE>
    
PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
  PRINCIPAL
    AMOUNT                                                                                                  VALUE
 <C>          <S>                                                                                       <C>
(C)VARIABLE RATE INSTRUMENTS--CONTINUED
BANKING--CONTINUED
$      90,000 ERC Real Estate LLC, (KeyBank, N.A. LOC), 5.670%, 8/6/1998                               $        90,000
    3,790,000 Eastwinds Investment, Ltd., (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       3,790,000
    6,805,000 Fort Craig Limited Partnership, (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       6,805,000
    1,375,000 Frederick County, MD, Thogar, LLC Facility, Series 1998-B, (First National Bank of
              Maryland, Baltimore LOC), 5.640%, 8/4/1998                                                     1,375,000
    4,000,000 G.M.H. Enterprises, Inc., Series 1995, (National City Bank, Ohio LOC), 5.670%,
              8/6/1998                                                                                       4,000,000
    3,000,000 Gerken Materials, Inc., Series 1995, (Huntington National Bank, Columbus, OH LOC),
              5.670%, 8/6/1998                                                                               3,000,000
    4,000,000 Gerken Materials, Inc., Series 1997, (Huntington National Bank, Columbus, OH LOC),
              5.670%, 8/6/1998                                                                               4,000,000
   11,920,000 Grand Aire Express, Inc., Series 1997, (National City Bank, Ohio LOC), 5.670%, 8/6/1998       11,920,000
    1,150,000 Great Lakes Brewing Co., (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       1,150,000
    2,190,000 Grote Family LP, (Huntington National Bank, Columbus, OH LOC), 5.670%, 8/6/1998                2,190,000
   11,860,000 Hunt Club Apartments, Inc., (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                      11,860,000
      650,000 Illinois Development Finance Authority, Series 1996-B, Nimlok Co., Project, (Bank One,
              Illinois, N.A. LOC), 5.820%, 8/6/1998                                                            650,000
   19,000,000 JFK Family Borrowing, LLP, Series 1997, (First National Bank of Maryland, Baltimore
              LOC), 5.640%, 8/4/1998                                                                        19,000,000
    4,500,000 Kendall Health Care Properties, Series 1998-A, (SunTrust Bank, Miami LOC), 5.750%,
              8/5/1998                                                                                       4,500,000
   20,580,000 Kenny, Donald R. and Cheryl A., (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                      20,580,000
    6,780,000 Kenny, Donald R. and Cheryl A., Series 1995-A, (National City Bank, Ohio LOC), 5.670%,
              8/6/1998                                                                                       6,780,000
    7,750,000 Kenny, Donald R. and Cheryl A., Series 1995-B, (Huntington National Bank, Columbus, OH
              LOC), 5.670%, 8/6/1998                                                                         7,750,000
    4,300,000 Kings Creek Country Club, Inc., Series 1997, (Corestates Bank N.A., Philadelphia, PA
              LOC), 5.700%, 8/5/1998                                                                         4,300,000
    2,400,000 L.H. Kroh, Inc., Series 1998, (Corestates Bank N.A., Philadelphia, PA LOC), 5.700%,
              8/5/1998                                                                                       2,400,000
  157,000,000 (b)Liquid Asset Backed Securities Trust, Series 1996-3, (Westdeutsche Landesbank
              Girozentrale Swap Agreement), 5.676%, 8/17/1998                                              157,000,000
   48,694,302 (b)Liquid Asset Backed Securities Trust, Series 1997-1, (Westdeutsche Landesbank
              Girozentrale Swap Agreement), 5.656%, 8/17/1998                                               48,694,302
   16,000,000 Long Lane Master Trust III, Series 1997-C, 5.749%, 8/3/1998                                   16,000,000
</TABLE>
    
PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
  PRINCIPAL
    AMOUNT                                                                                                  VALUE
 <C>          <S>                                                                                       <C>
(C)VARIABLE RATE INSTRUMENTS--CONTINUED
BANKING--CONTINUED
$   8,500,000 Mack Industries, Series 1998, (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                 $     8,500,000
   23,000,000 Maryland EDC, Human Genome, Series 1997, (First National Bank of Maryland, Baltimore
              LOC), 5.640%, 8/4/1998                                                                        23,000,000
    6,200,000 Medford Convalescent & Nursing Center, Series 1997, (First National Bank of Maryland,
              Baltimore LOC), 5.640%, 8/4/1998                                                               6,200,000
    3,130,000 Midwest Funding Corp., Series 1991-A, Class A-1, (Bank One, Ohio, N.A. LOC), 5.670%,
              8/6/1998                                                                                       3,130,000
    3,320,000 Midwest Funding Corp., Series 1991-C, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998             3,320,000
    1,458,000 Midwest Funding Corp., Series 1992-B, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998             1,458,000
    2,349,000 Midwest Funding Corp., Series 1992-C, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998             2,349,000
    4,720,000 Miller, James & Deborah, Series 1997, (First National Bank of Maryland, Baltimore LOC),
              5.640%, 8/4/1998                                                                               4,720,000
   11,400,000 Mississippi Business Finance Corp., Choctaw Foods, Inc, (Rabobank Nederland, Utrecht
              LOC), 5.650%, 8/5/1998                                                                        11,400,000
    5,800,000 Mississippi Business Finance Corp., Metalloy Project, (Comerica Bank, Detroit, MI
              LOC), 5.570%, 8/6/1998                                                                         5,800,000
   12,000,000 Mississippi Business Finance Corp., Series 1994, Georgia Gulf, (Wachovia Bank of NC,
              N.A., Winston-Salem LOC), 5.610%, 8/5/1998                                                    12,000,000
    2,000,000 Mississippi Business Finance Corp., Series 1995, Plantation Pointe, LP Project,
              (SunTrust Bank, Atlanta LOC), 5.690%, 8/6/1998                                                 2,000,000
    4,900,000 NUFUNDING, Inc., Series 1996, (Lasalle National Bank, Chicago LOC), 5.726%, 8/5/1998           4,900,000
    2,800,000 Newbury Industrial Park, Series 1996, (Huntington National Bank, Columbus, OH LOC),
              5.670%, 8/6/1998                                                                               2,800,000
   13,365,000 North Oaks Partnership, Series 1998, (Lasalle National Bank, Chicago LOC), 5.750%,
              8/6/1998                                                                                      13,365,000
    5,500,000 Northampton County, PA IDA, Series 1998, (Dauphin Deposit Bank and Trust LOC), 5.740%,
              8/5/1998                                                                                       5,500,000
    2,175,000 Nova University, Inc. Lease Revenue Bonds, Series 1993, Miami Dolphins Training
              Facility, (SunTrust Bank, South Florida LOC), 5.650%, 8/5/1998                                 2,175,000
    5,289,000 Oceana County Freezer Storage, Inc., Series 1998, (Huntington National Bank, Columbus,
              OH LOC), 5.670%, 8/6/1998                                                                      5,289,000
    2,145,000 Orangeburg Convalescent Care Center, Inc., Series 1995-A, (PNC Bank, Kentucky LOC),
              5.639%, 8/3/1998                                                                               2,145,000
    1,955,000 Port Authority of Saint Paul, MN, Bix Fruit Co., Series 1998-B, (Firstar Bank,
              Milwaukee LOC), 5.910%, 8/6/1998                                                               1,955,000
    3,350,000 Port Authority of Saint Paul, MN, National Checking Co. Project, Series 1998-B, 5.810%,
              8/6/1998                                                                                       3,350,000
</TABLE>
    
PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
  PRINCIPAL
    AMOUNT                                                                                                  VALUE
 <C>          <S>                                                                                       <C>
(C)VARIABLE RATE INSTRUMENTS--CONTINUED
BANKING--CONTINUED
$   9,500,000 Primex Funding Corp., Series 1997-A, (Bank One, Indianapolis, N.A. LOC), 5.670%,
              8/6/1998                                                                                 $     9,500,000
   71,915,014 (b)Rabobank Optional Redemption Trust, Series 1997-101, 5.688%, 10/15/1998                    71,915,014
    2,875,000 Roby Company Ltd. Partnership, (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       2,875,000
    7,020,000 Roby Company Ltd. Partnership, (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       7,020,000
   12,350,000 Rooker, J.W., (Wachovia Bank of NC, N.A., Winston-Salem LOC), 5.640%, 8/5/1998                12,350,000
    2,600,000 San Jose, CA Multifamily Housing Revenue Bonds, Carlton Plaza of San Jose, Series 1998
              A-T, (Commerzbank AG, Frankfurt LOC), 5.670%, 8/6/1998                                         2,600,000
      200,000 Scranton Times, LP, (PNC Bank, N.A. LOC), 5.639%, 8/3/1998                                       200,000
    1,020,000 Solon, OH, Custom Graphics, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998                       1,020,000
    2,000,000 Souser Family Ltd. Partnership, Series 1998, (Dauphin Deposit Bank and Trust LOC),
              5.740%, 8/5/1998                                                                               2,000,000
    3,340,000 Spitzer Group, Series 1996-A, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998                     3,340,000
    1,935,000 Spitzer Group, Series 1996-B, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998                     1,935,000
   14,000,000 Spitzer Group, Series 1998-A, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998                    14,000,000
   12,500,000 Spitzer Group, Series 1998-B, (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998                    12,500,000
    4,700,000 Springfield Limited, Series A, (Union Bank of Switzerland, Zurich LOC), 5.670%,
              8/6/1998                                                                                       4,700,000
    2,000,000 Stark County, OH IDR, Shearer's Foods, Inc., Series 1997, (Bank One, Ohio, N.A. LOC),
              5.670%, 8/6/1998                                                                               2,000,000
    2,750,000 Stratford Properties, LP, Series 1998, (First National Bank of Maryland, Baltimore
              LOC), 5.640%, 8/4/1998                                                                         2,750,000
    3,250,000 Summit County, OH IDR, Series 1997, Malco Products, Inc, (Bank One, Ohio, N.A. LOC),
              5.670%, 8/6/1998                                                                               3,250,000
    4,715,000 TNT Co., Series 1998, (Huntington National Bank, Columbus, OH LOC), 5.720%, 8/6/1998           4,715,000
   47,035,000 Terry Griffin Gate Partners, Ltd., Series 1995, (Bank One, Kentucky LOC), 5.670%,
              8/5/1998                                                                                      47,035,000
    7,300,000 Tift County, GA Development Authority, Chickasha of Georgia Project, Series 1997,
              (Bank of Tokyo-Mitsubishi Ltd. LOC), 5.760%, 8/5/1998                                          7,300,000
    5,545,000 Van Dyne Crotty Co., Series 1996, (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       5,545,000
    5,000,000 Van Dyne Crotty Co., Series 1998, (Huntington National Bank, Columbus, OH LOC), 5.670%,
              8/6/1998                                                                                       5,000,000
    2,701,000 Vista Funding Corp., (Bank One, Ohio, N.A. LOC), 5.670%, 8/6/1998                              2,701,000
    3,989,000 Vista Funding Corp., Series 1994-A, (Fifth Third Bank of Northwestern OH LOC), 5.670%,
              8/6/1998                                                                                       3,989,000
    1,368,000 Vista Funding Corp., Series 1995-B, (Fifth Third Bank of Northwestern OH LOC), 5.670%,
              8/6/1998                                                                                       1,368,000
</TABLE>
    
PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
  PRINCIPAL
    AMOUNT                                                                                                  VALUE
 <C>          <S>                                                                                       <C>
(C)VARIABLE RATE INSTRUMENTS--CONTINUED
BANKING--CONTINUED
 $  9,622,000 Vista Funding Corp., Series 1995-D, (Fifth Third Bank of Northwestern OH LOC), 5.670%,
              8/6/1998                                                                                 $     9,622,000
    5,696,000 Vista Funding Corp., Series 1995-E, (Bank One, Ohio, N.A. LOC),
    5.670%, 8/6/1998 5,696,000 7,311,000 Vista Funding Corp., Series 1998-B,
    (Fifth Third Bank of Northwestern OH LOC), 5.690%,
              8/6/1998                                                                                       7,311,000
    5,055,000 Vulcan, Inc., (Amsouth Bank N.A., Birmingham LOC), 5.740%, 8/6/1998                            5,055,000
      981,431 Wauseon Manor II LP, (Huntington National Bank, Columbus, OH LOC), 5.670%, 8/6/1998              981,431
    2,960,000 Wexner Heritage House, (Huntington National Bank, Columbus, OH LOC), 5.670%, 8/6/1998          2,960,000
    7,250,000 Whetstone Care Center, LLC, Series 1998, (Fifth Third Bank, Cincinnati LOC), 5.750%,
              8/6/1998                                                                                       7,250,000
    3,000,000 White Bear Lake, MN City of, Series 1993, (Norwest Bank Minnesota, N.A. LOC), 5.940%,
              8/6/1998                                                                                       3,000,000
   16,500,000 William Hill Manor, Inc., Series 1998, (First National Bank of Maryland, Baltimore
              LOC), 5.640%, 8/4/1998                                                                        16,500,000
    3,425,000 Wood County, OH, IMCO Carbide Tool, Inc., Series 1998, (Huntington National Bank,
              Columbus, OH LOC), 5.670%, 8/6/1998                                                            3,425,000
    2,250,000 YMCA of Central, OH, (Huntington National Bank, Columbus, OH LOC), 5.670%, 8/6/1998            2,250,000
              Total                                                                                      1,004,330,874
ELECTRICAL EQUIPMENT--0.4%
   32,674,483 Northwest Airlines, Inc., (Guaranteed by General Electric Co.), 5.639%, 8/3/1998              32,674,483
FINANCE - AUTOMOTIVE--1.3%
  100,000,000 General Motors Acceptance Corp., Mortgage of PA, (Guaranteed by General Motors
              Acceptance Corp.), 5.627%, 8/3/1998                                                           99,046,516
FINANCE - RETAIL--1.7%
   60,000,000 (b)Associates Corp. of North America, 5.710%, 8/3/1998                                        59,987,584
   64,000,000 Carco Auto Loan Master Trust 1993-2, Class A1, 5.605%, 8/17/1998                              64,000,000
              Total                                                                                        123,987,584
INSURANCE--5.4%
   15,000,000 Allstate Life Insurance Co., 5.759%, 10/1/1998                                                15,000,000
   50,000,000 First Allmerica Financial Life Insurance Co., 5.768%, 10/14/1998                              50,000,000
   30,000,000 Jackson National Life Insurance Co., 5.730%, 9/24/1998                                        30,000,000
   14,000,000 Jackson National Life Insurance Co., 5.780%, 10/1/1998                                        14,000,000
   80,477,447 (b)Liquid Asset Backed Securities Trust, Series 1997-3, Senior Notes, (Guaranteed by
              AMBAC), 5.658%, 9/28/1998                                                                     80,477,447
   35,000,000 Peoples Security Life Insurance Company, 5.780%, 8/3/1998                                     35,000,000
   32,000,000 Peoples Security Life Insurance Company, 5.840%, 8/3/1998                                     32,000,000
</TABLE>
    
PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
  PRINCIPAL
    AMOUNT                                                                                                  VALUE
 <C>          <S>                                                                                       <C>
(C)VARIABLE RATE INSTRUMENTS--CONTINUED
INSURANCE--CONTINUED
$  25,000,000 Security Life of Denver Insurance Co., 5.738%, 8/3/1998                                  $    25,000,000
   10,000,000 SunAmerica Life Insurance Company, 5.758%, 8/3/1998                                           10,000,000
   70,000,000 Transamerica Life Insurance and Annuity Co., 5.759%, 10/1/1998                                70,000,000
   44,000,000 Travelers Insurance Company, 5.739%, 8/3/1998                                                 44,000,000
              Total                                                                                        405,477,447
              TOTAL VARIABLE RATE INSTRUMENTS                                                            1,665,516,904
TIME DEPOSITS--6.9%
BANKING--6.9%
  175,000,000 Bank of Tokyo-Mitsubishi Ltd., 5.687%, 8/3/1998                                              175,000,000
  150,000,000 Chase Manhattan Bank (USA) N.A., Wilmington, 5.687%, 8/3/1998                                150,000,000
  100,000,000 Deutsche Bank, AG, 5.687%, 8/3/1998                                                          100,000,000
   15,000,000 Mellon Bank N.A., Pittsburgh, 5.687%, 8/3/1998                                                15,000,000
   75,000,000 Westdeutsche Landesbank Girozentrale, 5.687%, 8/3/1998                                        75,000,000
              TOTAL TIME DEPOSITS                                                                          515,000,000
(D)REPURCHASE AGREEMENTS--12.2%
  106,625,000 ABN AMRO Chicago Corp., 5.690%, dated 7/31/1998, due 8/3/1998                                106,625,000
   72,855,000 Donaldson, Lufkin and Jenrette Securities Corp., 5.620%, dated 7/31/1998, due 8/3/1998        72,855,000
   98,200,000 First Union Capital Markets, 5.630%, dated 7/31/1998, due 8/3/1998                            98,200,000
   69,000,000 Goldman Sachs Group, LP, 5.700%, dated 7/31/1998, due 8/3/1998                                69,000,000
  143,500,000 HSBC Securities, Inc., 5.690%, dated 7/31/1998, due 8/3/1998                                 143,500,000
  300,000,000 Lehman Brothers, Inc., 5.630%, dated 7/31/1998, due 8/3/1998                                 300,000,000
   50,000,000 Salomon Brothers, Inc., 5.690%, dated 7/31/1998, due 8/3/1998                                 50,000,000
   20,000,000 Societe Generale Securities Corp., 5.625%, dated 7/31/1998, due 8/3/1998                      20,000,000
   50,000,000 Warburg Dillon Reed LLC, 5.610%, dated 7/31/1998, due 8/3/1998                                50,000,000
              TOTAL REPURCHASE AGREEMENTS                                                                  910,180,000
              TOTAL INVESTMENTS (AT AMORTIZED COST)(E)                                                 $ 7,437,974,500

</TABLE>
    

   
 (a) Each issue shows the rate of discount at the time of purchase for discount
issues, or the coupon for interest bearing issues.

 (b) Denotes a restricted security which is subject to restrictions on resale
under federal securities laws. At July 31, 1998, these securities amounted to
$518,074,347 which represents 7.0% of net assets.

 (c) Current rate and next reset date shown.

 (d) The repurchase agreements are fully collateralized by U.S. government
and/or agency obligations based on market prices at the date of the portfolio.
The investments in the repurchase agreements are through participation in joint
accounts with other Federated funds.

 (e) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
($7,448,561,427) at July 31, 1998.

The following acronyms are used throughout this portfolio:

AMBAC - American Municipal Bond Assurance Corporation EDC - Economic Development
Commission FSA - Financial Security Assurance IDA - Industrial Development
Authority IDR - Industrial Development Revenue LLC - Limited Liability
Corporation LOC - Letter of Credit LP - Limited Partnership MBIA - Municipal
Bond Investors Assurance PLC - Public Limited Company SA - Support Agreement

    

(See Notes which are an integral part of the Financial Statements)

STATEMENT OF ASSETS AND LIABILITIES
PRIME OBLIGATIONS FUND
   
JULY 31, 1998

<TABLE>
<CAPTION>

<S>                                                                 <C>            <C>
ASSETS:
Investments in repurchase agreements                                $  910,180,000
Investments in securities                                            6,527,794,500
Total investments in securities, at amortized cost and value                       $  7,437,974,500
Cash                                                                                      1,574,950
Income receivable                                                                        30,117,848
Receivable for shares sold                                                                4,654,530
Prepaid expenses                                                                            362,706
Total assets                                                                          7,474,684,534
LIABILITIES:
Payable for shares redeemed                                                915,411
Income distribution payable                                             23,885,126
Accrued expenses                                                         1,322,570
Total liabilities                                                                       26,123,107
NET ASSETS for 7,448,561,427 shares outstanding                                    $ 7,448,561,427
NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PROCEEDS PER SHARE:
INSTITUTIONAL SHARES:
$3,980,339,187 / 3,980,339,187 shares outstanding                                             $1.00
INSTITUTIONAL SERVICE SHARES:
$3,468,222,240 / 3,468,222,240 shares outstanding                                             $1.00

</TABLE>
    
(See Notes which are an integral part of the Financial Statements)


STATEMENT OF OPERATIONS
PRIME OBLIGATIONS FUND
   
YEAR ENDED JULY 31, 1998

<TABLE>
<CAPTION>

<S>                                                       <C>          <C>           <C>
INVESTMENT INCOME:
Interest                                                                             $408,069,509
EXPENSES:
Investment advisory fee                                                $ 14,305,445
Administrative personnel and services fee                                 5,395,419
Custodian fees                                                              429,093
Transfer and dividend disbursing agent fees and expenses                    180,427
Directors'/Trustees' fees                                                    47,000
Auditing fees                                                                13,000
Legal fees                                                                   22,400
Portfolio accounting fees                                                   527,951
Shareholder services fee--Institutional Shares                            9,947,222
Shareholder services fee--Institutional Service Shares                    7,934,584
Share registration costs                                                    513,794
Printing and postage                                                         20,000
Insurance premiums                                                          210,897
Taxes                                                                        18,560
Miscellaneous                                                                26,943
Total expenses                                                           39,592,735
Waivers--
Waiver of investment advisory fee                        $(7,090,763)
Waiver of shareholder services feeInstitutional Shares    (9,947,222)
Total waivers                                                           (17,037,985)
Net expenses                                                                           22,554,750
Net investment income                                                                $385,514,759

</TABLE>
    

(See Notes which are an integral part of the Financial Statements)


STATEMENT OF CHANGES IN NET ASSETS
PRIME OBLIGATIONS FUND
   
<TABLE>
<CAPTION>

                                                                               YEAR ENDED JULY 31,
                                                                              1998              1997
<S>                                                                    <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS--
Net investment income                                                  $    385,514,759  $    264,242,252
DISTRIBUTIONS TO SHAREHOLDERS--
Distributions from net investment income
Institutional Shares                                                       (219,104,923)     (175,275,611)
Institutional Service Shares                                               (166,409,836)      (88,966,641)
Change in net assets resulting from distributions to shareholders          (385,514,759)     (264,242,252)
SHARE TRANSACTIONS--
Proceeds from sale of shares                                             81,194,972,477    57,987,041,825
Net asset value of shares issued to shareholders in payment of
distributions declared                                                      107,652,252        78,154,545
Cost of shares redeemed                                                 (79,679,142,681)  (56,569,738,161)
Change in net assets resulting from share transactions                    1,623,482,048     1,495,458,209
Change in net assets                                                      1,623,482,048     1,495,458,209
NET ASSETS:
Beginning of period                                                       5,825,079,379     4,329,621,170
End of period                                                          $  7,448,561,427  $  5,825,079,379

</TABLE>
    

(See Notes which are an integral part of the Financial Statements)

NOTES TO FINANCIAL STATEMENTS
PRIME OBLIGATIONS FUND
   
JULY 31, 1998
    

ORGANIZATION

Money Market Obligations Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act") as an open-end, management
investment company. The Trust consists of six portfolios. The financial
statements included herein are only those of Prime Obligations Fund (the
"Fund"), a diversified portfolio. The financial statements of the other
portfolios are presented separately. The assets of each portfolio are segregated
and a shareholder's interest is limited to the portfolio in which shares are
held. The investment objective of the Fund is to provide current income
consistent with stability of principal.

The Fund offers two classes of shares: Institutional Shares and Institutional
Service Shares.

SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.

INVESTMENT VALUATIONS

The Fund uses the amortized cost method to value its portfolio securities in
accordance with Rule 2a-7 under the Act.

REPURCHASE AGREEMENTS

It is the policy of the Fund to require the custodian bank to take possession,
to have legally segregated in the Federal Reserve Book Entry System, or to have
segregated within the custodian bank's vault, all securities held as collateral
under repurchase agreement transactions. Additionally, procedures have been
established by the Fund to monitor, on a daily basis, the market value of each
repurchase agreement's collateral to ensure that the value of collateral at
least equals the repurchase price to be paid under the repurchase agreement
transaction.

The Fund will only enter into repurchase agreements with banks and other
recognized financial institutions, such as broker/dealers, which are deemed by
the Fund's adviser to be creditworthy pursuant to the guidelines and/or
standards reviewed or established by the Board of Trustees (the "Trustees").
Risks may arise from the potential inability of counterparties to honor the
terms of the repurchase agreement. Accordingly, the Fund could receive less than
the repurchase price on the sale of collateral securities.

INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS

Interest income and expenses are accrued daily. Bond premium and discount, if
applicable, are amortized as required by the Internal Revenue Code, as amended
(the "Code"). Distributions to shareholders are recorded on the ex- dividend
date.

FEDERAL TAXES

It is the Fund's policy to comply with the provisions of the Code applicable to
regulated investment companies and to distribute to shareholders each year
substantially all of its income. Accordingly, no provisions for federal tax are
necessary.     At July 31, 1998, the Fund, for federal tax purposes, had a
capital loss carryforward of $3,342, which will reduce the Fund's taxable income
arising from future net realized gain on investments, if any, to the extent
permitted by the Code, and thus will reduce the amount of the distributions to
shareholders which would otherwise be necessary to relieve the Fund of any
liability for federal tax. Pursuant to the Code, such capital loss carryforward
will expire as follows:

<TABLE>
<CAPTION>
EXPIRATION  YEAR       EXPIRATION  AMOUNT
<S>                    <C>
       2006                  $3,342

</TABLE>

Additionally, net capital losses of $9,477 attributable to security transactions
incurred after October 31, 1997, are treated as arising on the first day of the
Fund's next taxable year.     

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The Fund may engage in when-issued or delayed delivery transactions. The Fund
records when-issued securities on the trade date and maintains security
positions such that sufficient liquid assets will be available to make payment
for the securities purchased. Securities purchased on a when-issued or delayed
delivery basis are marked to market daily and begin earning interest on the
settlement date.

RESTRICTED SECURITIES

Restricted securities are securities that may only be resold upon registration
under federal securities laws or in transactions exempt from such registration.
Many restricted securities may be resold in the secondary market in transactions
exempt from registration. In some cases, the restricted securities may be resold
without registration upon exercise of a demand feature. Such restricted
securities may be determined to be liquid under criteria established by the
Trustees. The Fund will not incur any registration costs upon such resales.
Restricted securities are valued at amortized cost in accordance with Rule 2a-7
under the Act.
   
Additional information on each restricted security held at July 31, 1998, is as
follows:

<TABLE>
<CAPTION>

SECURITY                                               ACQUISITION DATE     ACQUISITION  COST
<S>                                                     <S>                   <C>
Associates Corp. of North America                         12/31/1997          $   59,968,800
Liquid Asset Backed Securities Trust, Series 1996-3        8/15/1996             157,000,000
Liquid Asset Backed Securities Trust, Series 1997-1        2/19/1997              48,694,302
Liquid Asset Backed Securities Trust, Series 1997-3        6/27/1997              80,477,447
Rabobank Optional Redemption Trust, Series 1997-101  4/17/1997 - 7/22/1998        71,915,014
Triangle Funding Ltd.                                     10/16/1997             100,000,000

</TABLE>
    

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts of assets, liabilities, expenses and revenues reported in the
financial statements. Actual results could differ from those estimated.

OTHER

Investment transactions are accounted for on the trade date.

SHARES OF BENEFICIAL INTEREST
   
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At July 31, 1998, capital paid-in aggregated $7,448,561,427.
Transactions in shares were as follows:

<TABLE>
<CAPTION>

                                                                          YEAR ENDED JULY 31,
INSTITUTIONAL SHARES                                                     1998            1997
<S>                                                                 <C>              <C>
Shares sold                                                         55,022,265,485   41,776,217,888
Shares issued to shareholders in payment of distributions declared      69,275,080       53,083,360
Shares redeemed                                                    (54,699,283,688) (41,273,820,945)
Net change resulting from Institutional Share transactions             392,256,877      555,480,303
<CAPTION>
                                                                          YEAR ENDED JULY 31,
INSTITUTIONAL SERVICE SHARES                                             1998            1997
<S>                                                                 <C>              <C>
Shares sold                                                         26,172,706,992   16,210,823,937
Shares issued to shareholders in payment of distributions declared      38,377,172       25,071,185
Shares redeemed                                                    (24,979,858,993) (15,295,917,216)
Net change resulting from Institutional Service Share transactions   1,231,225,171      939,977,906
Net change resulting from share transactions                         1,623,482,048    1,495,458,209

</TABLE>
    

INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE

Federated Management, the Fund's investment adviser (the "Adviser"), receives
for its services an annual investment advisory fee equal to 0.20% of the Fund's
average daily net assets. The Adviser may voluntarily choose to waive any
portion of its fee. The Adviser can modify or terminate this voluntary waiver at
any time at its sole discretion.

ADMINISTRATIVE FEE

Federated Services Company ("FServ"), under the Administrative Services
Agreement, provides the Fund with administrative personnel and services. The fee
paid to FServ is based on the level of average aggregate daily net assets of all
funds advised by subsidiaries of Federated Investors Inc. for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

SHAREHOLDER SERVICES FEE

Under the terms of a Shareholder Services Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to 0.25% of average daily net assets
of the Fund for the period. The fee paid to FSS is used to finance certain
services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive any portion of its fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion.

TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES

FServ, through its subsidiary, Federated Shareholder Services Company ("FSSC")
serves as transfer and dividend disbursing agent for the Fund. The fee paid to
FSSC is based on the size, type, and number of accounts and transactions made by
shareholders.

PORTFOLIO ACCOUNTING FEES

FServ maintains the Fund's accounting records for which it receives a fee. The
fee is based on the level of the Fund's average daily net assets for the period,
plus out-of-pocket expenses.

GENERAL

Certain of the Officers and Trustees of the Trust are Officers and Directors or
Trustees of the above companies.
   
YEAR 2000 (UNAUDITED)

Similar to other financial organizations, the Fund could be adversely affected
if the computer systems used by the Fund's service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. The Fund's Adviser and Administrator are taking measures that they
believe are reasonably designed to address the Year 2000 issue with respect to
computer systems that they use and to obtain reasonable assurances that
comparable steps are being taken by each of the Fund's other service providers.
At this time, however, there can be no assurance that these steps will be
sufficient to avoid any adverse impact to the Fund.
    

 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of
MONEY MARKET OBLIGATIONS TRUST
(Prime Obligations Fund):
   
We have audited the accompanying statement of assets and liabilities of Prime
Obligations Fund (an investment portfolio of Money Market Obligations Trust, a
Massachusetts business trust), including the schedule of portfolio investments,
as of July 31, 1998, the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in the
period then ended, and the financial highlights for the periods presented. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of July
31, 1998, by correspondence with the custodian and brokers. As to confirmation
replies not received, we carried out alternative auditing procedures. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Prime
Obligations Fund (an investment portfolio of Money Market Obligations Trust) as
of July 31, 1998, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then ended,
and its financial highlights for the periods presented, in conformity with
generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
September 25, 1998
    
Prime Obligations Fund

   

(A Portfolio of Money Market Obligations Trust)
Institutional Service Shares

PROSPECTUS
SEPTEMBER 30, 1998

An Open-End Management Investment Company

    

PRIME OBLIGATIONS FUND
INSTITUTIONAL SERVICE SHARES

   
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
    
DISTRIBUTOR
Federated Securities Corp.
Federated Investors Tower
   
1001 Liberty Avenue
    
Pittsburgh, PA 15222-3779
INVESTMENT ADVISER
Federated Management
Federated Investors Tower
   
1001 Liberty Avenue
    
Pittsburgh, PA 15222-3779
CUSTODIAN
State Street Bank and Trust Company
P.O. Box 8600
Boston, MA 02266-8600
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Federated Shareholder Services Company
P.O. Box 8600
Boston, MA 02266-8600
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP 2100 PPG Place Pittsburgh, PA 15222 (graphic) Federated
Securities Corp., Distributor 1-800-341-7400 www.federatedinvestors.com    
Cusip 60934N708 601352-02 (9/98)      (graphic)





PRIME OBLIGATIONS FUND

(A PORTFOLIO OF MONEY MARKET OBLIGATIONS TRUST)
INSTITUTIONAL SHARES
INSTITUTIONAL SERVICE SHARES

STATEMENT OF ADDITIONAL INFORMATION

   

This Statement of Additional Information should be read with the prospectuses of
Prime Obligations Fund (the "Fund"), a portfolio of Money Market Obligations
Trust (the "Trust") dated September 30, 1998. This Statement is not a
prospectus. You may request a copy of a prospectus or a paper copy of this
Statement, if you have received it electronically, free of charge by calling
1-800-341-7400.

PRIME OBLIGATIONS FUND
FEDERATED INVESTORS FUNDS
5800 CORPORATE DRIVE
PITTSBURGH, PA 15237-7000

Statement dated September 30, 1998

    

(graphic)

   

FEDERATED INVESTORS
Federated Securities Corp., Distributor
Federated Investors, Inc.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

1-800-341-7400

www.federatedinvestors.com

Cusip 60934N203
Cusip 60934N708
G01352-03 (9/98)
    

(graphic)

TABLE OF CONTENTS
   
INVESTMENT POLICIES  1

Acceptable Investments  1
U.S. Government Securities  1
Bank Instruments  1
Ratings  1
When-Issued and Delayed Delivery Transactions  1
Repurchase Agreements  1
Restricted and Illiquid Securities  2
Reverse Repurchase Agreements  2
Credit Enhancement  2
Lending of Portfolio Securities  2
Investment Limitations  2
Selling Short and Buying on Margin  2
Issuing Senior Securities and Borrowing Money  2
Pledging Assets  3
Lending Cash or Securities  3
Investing in Commodities  3
Investing in Real Estate  3
Underwriting  3
Concentration of Investments  3
Diversification of Investments  3
Restricted Securities  3
Investing in Illiquid Securities  3
Investing in Securities of
  Other Investment Companies   3
Investing for Control  3
Investing in Options  4
Regulatory Compliance  4
Money Market Obligations Trust Management  5
Share Ownership  8
Trustee Compensation  9
Trustee Liability  9
Investment Advisory Services  9
Investment Adviser  9
Advisory Fees  10
Brokerage Transactions   10
Other Services  10
Fund Administration  10
Custodian and Portfolio Accountant  10
Transfer Agent  10
Independent Public Accountants  10
Shareholder Services 11 Determining Net Asset Value 11 Redemption In Kind 11
Massachusetts Partnership Law 11 The Fund's Tax Status 12 Performance
Information 12 Yield 12 Effective Yield 12 Total Return 12 Performance
Comparisons 13 Economic and Market Information 13 ABOUT FEDERATED INVESTORS,
INC. 13 Mutual Fund Market 14 Institutional Clients 14 Bank Marketing 14
Broker/Dealers and
  Bank Broker/Dealer Subsidiaries  14
    

INVESTMENT POLICIES

Unless indicated otherwise, the policies described below may be changed by the
Board of Trustees (the "Trustees") without shareholder approval. Shareholders
will be notified before any material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS

When determining whether a security presents minimal credit risks, the
investment adviser will consider the credit worthiness of: the issuer of the
security; the issuer of any demand feature applicable to the security; or any
guarantor of either the security or any demand feature.

U.S. GOVERNMENT SECURITIES

The types of U.S. government securities in which the Fund may invest
generally include direct obligations of the U.S. Treasury (such as U.S.
Treasury bills, notes, and bonds) and obligations issued or guaranteed by
U.S. government agencies or instrumentalities. These securities are backed
by:

* the full faith and credit of the U.S. Treasury;

* the issuer's right to borrow from the U.S. Treasury;

* the discretionary authority of the U.S. government to purchase certain
  obligations of agencies or instrumentalities; or

* the credit of the agency or instrumentality issuing the obligations.

BANK INSTRUMENTS

The instruments of banks and savings associations whose deposits are insured by
the Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund
("SAIF"), such as certificates of deposit, demand and time deposits, savings
shares, and bankers' acceptances, are not necessarily guaranteed by those
organizations. In addition to domestic bank instruments, the Fund may invest in:
Eurodollar Certificates of Deposit issued by foreign branches of U.S. or foreign
banks; Eurodollar Time Deposits, which are U.S. dollar-denominated deposits in
foreign branches of U.S. or foreign banks; Canadian Time Deposits, which are
U.S. dollar-denominated deposits issued by branches of major Canadian banks
located in the United States; and Yankee Certificates of Deposit, which are U.S.
dollar-denominated certificates of deposit issued by U.S. branches of foreign
banks and held in the United States.

RATINGS

   

A nationally recognized statistical rating organization's ("NRSRO") highest
rating category is determined without regard for sub-categories and gradations.
For example, securities rated A-1 or A-1+ by Standard & Poor's, Prime-1 by
Moody's Investors Service, Inc., or F-1 (+ or -) by Fitch IBCA, Inc. are all
considered rated in the highest short-term rating category. The Fund will follow
applicable regulations in determining whether a security rated by more than one
NRSRO can be treated as being in the highest short-term rating category;
currently, such securities must be rated by two NRSROs in their highest rating
category. See "Regulatory Compliance."

    

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 in a dollar
amount sufficient to make payment for the securities to be purchased are:
segregated on the Fund's records at the trade date; marked to market daily; and
maintained until the transaction is settled. The Fund does not intend to engage
in when-issued and delayed delivery transactions to an extent that would cause
the segregation of more than 20% of the total value of its assets.

REPURCHASE AGREEMENTS

The Fund believes that under the regular procedures normally in effect for
custody of the Fund's portfolio securities subject to repurchase agreements, a
court of competent jurisdiction would rule in favor of the Fund and allow
retention or disposition of such securities. The Fund will only enter into
repurchase agreements with banks and other recognized financial institutions,
such as broker/dealers, which are deemed by the Fund's adviser to be
creditworthy pursuant to guidelines established by the Trustees.

RESTRICTED AND ILLIQUID SECURITIES

The Fund may invest in commercial paper issued in reliance on the exemption from
registration afforded by Section 4(2) of the Securities Act of 1933. Section
4(2) commercial paper is restricted as to disposition under federal securities
law, and is generally sold to institutional investors, such as the Fund, who
agree that they are purchasing the paper for investment purposes and not with a
view to public distribution. Any resale by the purchaser must be in an exempt
transaction. Section 4(2) commercial paper is normally resold to other
institutional investors like the Fund through or with the assistance of the
issuer or investment dealers who make a market in Section 4(2) commercial paper,
thus providing liquidity. The Fund believes that Section 4(2) commercial paper
and possibly certain other restricted securities which meet the criteria for
liquidity established by the Trustees of the Fund are quite liquid. The Fund
intends, therefore, to treat the restricted securities which meet the criteria
for liquidity established by the Trustees, including Section 4(2) commercial
paper, as determined by the Fund's investment adviser, as liquid and not subject
to the investment limitation applicable to illiquid securities.

REVERSE REPURCHASE AGREEMENTS

The Fund may also enter into reverse repurchase agreements. These transactions
are similar to borrowing cash. In a reverse repurchase agreement, the Fund
transfers possession of a portfolio instrument in return for a percentage of the
instrument's market value in cash and agrees that on a stipulated date in the
future the Fund will repurchase the portfolio instrument by remitting the
original consideration plus interest at an agreed upon rate. The use of reverse
repurchase agreements may enable the Fund to avoid selling portfolio instruments
at a time when a sale may be deemed to be disadvantageous, but does not ensure
this result. However, liquid assets of the Fund, in a dollar amount sufficient
to make payment for the securities to be purchased, are: segregated on the
Fund's records at the trade date; marked to market daily; and maintained until
the transaction is settled.

CREDIT ENHANCEMENT

The Fund typically evaluates the credit quality and ratings of credit- enhanced
securities based upon the financial condition and ratings of the party providing
the credit enhancement (the "credit enhancer"), rather than the issuer.
Generally, the Fund will not treat credit-enhanced securities as being issued by
the credit enhancer for diversification purposes. However, under certain
circumstances applicable regulations may require the Fund to treat securities as
having been issued by both the issuer and the credit enhancer.

LENDING OF PORTFOLIO SECURITIES

The collateral received when the Fund lends portfolio securities must be valued
daily and, should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the option
of the Fund or the borrower. The Fund may pay reasonable administrative and
custodial fees in connection with a loan and may pay a negotiated portion of the
interest earned on the cash or equivalent collateral to the borrower or placing
broker.

INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN

The Fund will not sell any securities short or purchase any securities on margin
but may obtain such short-term credits as are necessary for clearance of
transactions.

ISSUING SENIOR SECURITIES AND BORROWING MONEY

The Fund will not issue senior securities except that the Fund may borrow money
directly or through reverse repurchase agreements in amounts up to one-third of
the value of its total assets, including the amounts borrowed.

The Fund will not borrow money or engage in reverse repurchase agreements for
investment leverage, but rather as a temporary, extraordinary, or emergency
measure or to facilitate management of the portfolio by enabling the Fund to
meet redemption requests when the liquidation of portfolio securities is deemed
to be inconvenient or disadvantageous. The Fund will not purchase any securities
while borrowings in excess of 5% of the value of its total assets are
outstanding. During the period any reverse repurchase agreements are
outstanding, the Fund will restrict the purchase of portfolio securities to
money market instruments maturing on or before the expiration date of the
reverse repurchase agreements, but only to the extent necessary to assure
completion of the reverse repurchase agreements.

PLEDGING ASSETS

The Fund will not mortgage, pledge, or hypothecate any assets except to secure
permitted borrowings. In those cases, it may pledge assets having a market value
not exceeding the lesser of the dollar amounts borrowed or 15% of the value of
total assets of the Fund at the time of the pledge.

LENDING CASH OR SECURITIES

The Fund will not lend any assets, except portfolio securities. This shall not
prevent the Fund from purchasing or holding bonds, debentures, notes,
certificates of indebtedness, or other debt securities; entering into repurchase
agreements; or engaging in other transactions permitted by its investment
objective, policies, and limitations, or the Trust's Declaration of Trust.

INVESTING IN COMMODITIES

The Fund will not purchase or sell commodities, commodity contracts, or
commodity futures contracts.

INVESTING IN REAL ESTATE

The Fund will not purchase or sell real estate, although it may invest in
securities of issuers whose business involves the purchase or sale of real
estate or in securities which are secured by real estate or interests in real
estate.

UNDERWRITING

The Fund will not underwrite any issue of securities, except as it may be deemed
to be an underwriter under the Securities Act of 1933 in connection with the
sale of securities in accordance with its investment objective, policies, and
limitations.

CONCENTRATION OF INVESTMENTS

The Fund will not invest 25% or more of the value of its total assets in any one
industry except that the Fund will generally invest 25% or more of the value of
its total assets in commercial paper issued by finance companies. The Fund may
invest 25% or more of the value of its total assets in cash, cash items,
(including demand deposits issued by a U.S. branch of a domestic bank or savings
and loan having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment), or securities issued or guaranteed by
the government of the United States or its agencies, or instrumentalities or
instruments secured by these money market instruments, such as repurchase
agreements.

DIVERSIFICATION OF INVESTMENTS

   

With respect to securities comprising 75% of the value of its total assets, the
Fund will not purchase securities issued by any one issuer (other than cash;
cash items; securities issued or guaranteed by the government of the United
States or its agencies or instrumentalities and repurchase agreements
collateralized by such securities) if as a result more than 5% of the value of
its total assets would be invested in the securities of that issuer.

    

RESTRICTED SECURITIES

The Fund will not invest more than 10% of the value of its net assets in
securities which are subject to legal or contractual restrictions on resale,
except for commercial paper issued under Section 4(2) of the Securities Act of
1933.

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

INVESTING IN ILLIQUID SECURITIES

The Fund will not invest more than 10% of the value of its net assets in
illiquid securities, including certain restricted securities not determined to
be liquid under criteria established by the Trustees, non-negotiable time
deposits, and repurchase agreements providing for settlement in more than seven
days after notice.

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 FOR CONTROL

The Fund will not invest in securities of a company for the purpose of
exercising control or management.

INVESTING IN OPTIONS

The Fund will not invest in puts, calls, straddles, spreads, or any combination
of them.

For purposes of the above limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings association having capital, surplus, and undivided profits in excess
of $100,000,000 at the time of investment to be "cash items." Except with
respect to borrowing money, if a percentage limitation is adhered to at the time
of investment, a later increase or decrease in percentage resulting from any
change in value or net assets will not result in a violation of such limitation.

The Fund did not borrow money or pledge securities in excess of 5% of the value
of its net assets during the last fiscal year and has no present intent to do so
during the coming fiscal year.

REGULATORY COMPLIANCE

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


MONEY MARKET OBLIGATIONS TRUST MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates, present
positions with Money Market Obligations Trust, and principal occupations.


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

Birthdate: July 28, 1924

Chairman and Trustee
   
Chief Executive Officer and Director or Trustee of the
Funds; Chairman and Director, Federated Investors, Inc.;
Chairman and Trustee, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director,
Federated Research Corp. and Federated Global Research
Corp.; Chairman, Passport Research, Ltd.; Mr. Donahue is the
father of J. Christopher Donahue, President and Trustee of
the Trust.
    
Thomas G. Bigley
15 Old Timber Trail
Pittsburgh, PA

Birthdate: February 3, 1934

Trustee
   
Director or Trustee of the Funds; Director, Member of
Executive Committee, Children's Hospital of Pittsburgh;
formerly, Senior Partner, Ernst & Young LLP; Director, MED
3000 Group, Inc.; Director, Member of Executive Committee,
University of Pittsburgh.
    
John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL

Birthdate: June 23, 1937

Trustee

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

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

Birthdate: July 4, 1918

Trustee
   
Director or Trustee of the Funds; Director and Member of the Executive
Committee, Michael Baker, Inc.; formerly, Vice Chairman and Director, PNC Bank,
N.A., and PNC Bank Corp.; Director, Ryan Homes, Inc.; Director, United Refinery;
Chairman, Pittsburgh Foundation; Director, Forbes Fund;
Chairman, Pittsburgh Civic Light Opera.
    
J. Christopher Donahue*
Federated Investors Tower
Pittsburgh, PA

Birthdate: April 11, 1949

President and Trustee
   
President or Executive Vice President of the Funds;
President and Director, Federated Investors, Inc.; President
and Trustee, Federated Advisers, Federated Management, and
Federated Research; President and Director, Federated
Research Corp. and Federated Global Research Corp.;
President, Passport Research, Ltd.; Trustee, Federated
Shareholder Services Company, and Federated Shareholder
Services; Director, Federated Services Company; Director or
Trustee of some of the Funds. Mr. Donahue is the son of John
F. Donahue, Chairman and Trustee of the Trust.
    
James E. Dowd, Esq.
571 Hayward Mill Road
Concord, MA

Birthdate: May 18, 1922

Trustee
   
Director or Trustee of the Funds; Attorney-at-law; Director,
The Emerging Germany Fund, Inc.; formerly, President, Boston
Stock Exchange, Inc.; Regional Administrator, United States
Securities and Exchange Commission.
    
Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA

Birthdate: October 11, 1932

Trustee
   
Director or Trustee of the Funds; Professor of Medicine,
University of Pittsburgh; Medical Director, University of
Pittsburgh Medical Center  Downtown; Hematologist,
Oncologist, and Internist, Presbyterian and Montefiore
Hospitals; formerly, Member, National Board of Trustees,
Leukemia Society of America.
    
Edward L. Flaherty, Jr., Esq. @
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA

Birthdate: June 18, 1924

Trustee
   
Director or Trustee of the Funds; Attorney, of Counsel, Miller, Ament, Henny &
Kochuba; Director, Eat'N Park Restaurants, Inc.; formerly, Counsel, Horizon
Financial, F.A., Western Region; Partner, Meyer and Flaherty.
    

Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL

Birthdate: March 16, 1942

Trustee
   
Director or Trustee of the Funds; formerly, Representative, Commonwealth of
Massachusetts General Court; President, State Street Bank and Trust Company and
State Street Corporation; Director, VISA USA and VISA International; Chairman
and Director, Massachusetts Banker Association; Director, Depository Trust
Corporation.

John E. Murray, Jr., J.D., S.J.D.
    
President, Duquesne University
Pittsburgh, PA

Birthdate: December 20, 1932

Trustee
   
Director or Trustee of the Funds; President, Law Professor, Duquesne University;
Consulting Partner, Mollica & Murray; formerly, Dean and Professor of Law,
University of Pittsburgh School of Law; Dean and Professor of Law, Villanova
University School of Law.     

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

Birthdate: September 14, 1925

Trustee
   
Director or Trustee of the Funds; President, World Society for Ekistics, Athens;
Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., National Defense University and U.S. Space Foundation; President
Emeritus, University of Pittsburgh; Founding Chairman, National Advisory Council
for Environmental Policy and Technology, Federal Emergency Management Advisory
Board and Czech Management Center, Prague; formerly, Professor, United States
Military Academy; Professor, United States Air Force Academy.
    

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA

Birthdate: June 21, 1935

Trustee
   
Director or Trustee of the Funds; Public Relations/ Marketing/Conference
Planning; formerly, National Spokesperson, Aluminum Company of America; business
owner.
    

Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA

Birthdate: October 22, 1930

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

John W. McGonigle
Federated Investors Tower
Pittsburgh, PA

Birthdate: October 26, 1938

Executive Vice President, Secretary and Treasurer     Executive Vice President
and Secretary of the Funds; Treasurer of some of the Funds; Executive Vice
President, Secretary, and Director, Federated Investors, Inc.; Trustee,
Federated Advisers, Federated Management, and Federated Research; Director,
Federated Research Corp. and Federated Global Research Corp.; Trustee, Federated
Shareholder Services Company; Director, Federated Services Company; President
and Trustee, Federated Shareholder Services; Director, Federated Securities
Corp.
    

Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA

Birthdate: May 17, 1923

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

    



   

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

    

@ Member of the Executive Committee. The Executive Committee of the Board of
Trustees handles the responsibilities of the Board between meetings of the
Board.     As referred to in the list of Trustees and Officers, "Funds" includes
the following investment companies: Automated Government Money Trust; Blanchard
Funds; Blanchard Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust
Series, Inc.; CCB Funds; DG Investor Series; Edward D. Jones & Co. Daily
Passport Cash Trust; Federated Adjustable Rate U.S. Government Fund, Inc.;
Federated American Leaders Fund, Inc.; Federated ARMs Fund; Federated Core
Trust; Federated Equity Funds; Federated Equity Income Fund, Inc.; Federated
Fund for U.S. Government Securities, Inc.; Federated GNMA Trust; Federated
Government Income Securities, Inc.; Federated Government Trust; Federated High
Income Bond Fund, Inc.; Federated High Yield Trust; Federated Income Securities
Trust; Federated Income Trust; Federated Index Trust; Federated Institutional
Trust; Federated Insurance Series; Federated Investment Portfolios; Federated
Investment Trust; Federated Master Trust; Federated Municipal Opportunities
Fund, Inc.; Federated Municipal Securities Fund, Inc.; Federated Municipal
Trust; Federated Short-Term Municipal Trust; Federated Short-Term U.S.
Government Trust; Federated Stock and Bond Fund, Inc.; Federated Stock Trust;
Federated Tax-Free Trust; Federated Total Return Series, Inc.; Federated U.S.
Government Bond Fund; Federated U.S. Government Securities Fund: 1-3 Years;
Federated U.S. Government Securities Fund: 2-5 Years; Federated U.S. Government
Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; Fixed Income
Securities, Inc.; High Yield Cash Trust; Intermediate Municipal Trust;
International Series, Inc.; Investment Series Funds, Inc.; Investment Series
Trust; Liberty Term Trust, Inc.--1999; Liberty U.S. Government Money Market
Trust; Liquid Cash Trust; Managed Series Trust; Money Market Management, Inc.;
Money Market Obligations Trust; Money Market Obligations Trust II; Money Market
Trust; Municipal Securities Income Trust; Newpoint Funds; Regions Funds; RIGGS
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; The Planters Funds;
The Virtus Funds; Trust for Financial Institutions; Trust for Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; WesMark Funds; WCT Funds; and World Investment Series,
Inc.

    

SHARE OWNERSHIP

Officers and Trustees as a group own less than 1% of the Fund.

   

As of September 3, 1998, the following shareholders of record owned 5% or more
of the outstanding Institutional Shares of the Fund: First Union Capital Markets
Corp., Charlotte, North Carolina owned approximately 295,525,674 (6.93%); Var &
Co., US Bank NA, St. Paul, Minnesota owned approximately 279,508,768 shares
(6.56%); and Star Bank, Cincinnati, Ohio owned approximately 233,813,823 shares
(5.49%).

As of September 3, 1998, the following shareholders of record owned 5% or more
of the outstanding Institutional Service Shares of the Fund: Laba & Co.,
Chicago, Illinois owned approximately 1,057,328,427 shares (26.02%); Var & Co.,
U.S. Bank NA, St. Paul, Minnesota owned approximately 561,737,217 shares
(13.83%); Morand & Company, Chicago, Illinois owned approximately 343,281,125
(8.45%); and Peoples Bank, Bridgeport, Connecticut owned approximately
219,305,540 shares (5.40%).

    

TRUSTEE COMPENSATION
   
<TABLE>
<CAPTION>

NAME,                         AGGREGATE
POSITION WITH                COMPENSATION              TOTAL COMPENSATION PAID
TRUST                         FROM TRUST*                 FROM FUND COMPLEX +
<S>                          <C>                <S>
John F. Donahue
Chairman and Trustee                  $0        $0 for the Trust and
                                                56 other investment companies in the Fund Complex
Thomas G. Bigley
Trustee                       $18,351.07        $111,222 for the Trust and
                                                56 other investment companies in the Fund Complex
John T. Conroy, Jr.
Trustee                       $20,189.07        $122,362 for the Trust and
                                                56 other investment companies in the Fund Complex
William J. Copeland
Trustee                       $20,189.07        $122,362 for the Trust and
                                                56 other investment companies in the Fund Complex
J. Christopher Donahue
President and Trustee                 $0        $0 for the Trust and
                                                18 other investment companies in the Fund Complex
James E. Dowd, Esq.
Trustee                       $20,189.07        $122,362 for the Trust and
                                                56 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.
Trustee                       $18,351.07        $111,222 for the Trust and
                                                56 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.,
Esq.
Trustee                       $20,189.07        $122,362 for the Trust and
                                                56 other investment companies in the Fund Complex
Peter E. Madden
Trustee                       $18,351.07        $111,222 for the Trust and
                                                56 other investment companies in the Fund Complex
John E. Murray, Jr., J.D.,
S.J.D.
Trustee                       $18,351.07        $111,222 for the Trust and
                                                56 other investment companies in the Fund Complex
Wesley W. Posvar
Trustee                       $18,351.07        $111,222 for the Trust and
                                                56 other investment companies in the Fund Complex
Marjorie P. Smuts
Trustee                       $18,351.07        $111,222 for the Trust and
                                                56 other investment companies in the Fund Complex
</TABLE>
* Information is furnished for the fiscal year ended July 31, 1998.
    

# The aggregate compensation is provided for the Trust which is comprised of
six portfolios.

+ The information is provided for the last calendar year.Trustee Liability

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

INVESTMENT ADVISORY SERVICES

INVESTMENT ADVISER

   

The Fund's investment adviser is Federated Management. It is a subsidiary of
Federated Investors, Inc. All the voting securities of Federated Investors,
Inc. are owned by a trust, the trustees of which are John F. Donahue, his
wife and his son, J. Christopher Donahue.


The adviser shall not be liable to the Trust, the Fund, or any shareholder of
the Fund for any losses that may be sustained in the purchase, holding, or sale
of any security or for anything done or omitted by it, except acts or omissions
involving willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties imposed upon it by its contract with the Fund.

    

ADVISORY FEES

   

For its advisory services, Federated Management receives an annual investment
advisory fee as described in the prospectuses. For the fiscal years ended July
31, 1998, 1997, and 1996, the adviser earned $14,305,445, $10,030,131, and
$7,504,715, respectively, of which $7,090,763, $5,562,429, and $4,114,750,
respectively, were waived.

    

BROKERAGE TRANSACTIONS

   

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the adviser will generally use those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. The adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
guidelines established by the Trustees. The adviser may select brokers and
dealers who offer brokerage and research services. These services may be
furnished directly to the Fund or to the adviser and may include: advice as to
the advisability of investing in securities; security analysis and reports;
economic studies; industry studies; receipt of quotations for portfolio
evaluations; and similar services. Research services provided by brokers and
dealers may be used by the adviser or its affiliates in advising the Fund and
other accounts. To the extent that receipt of these services may supplant
services for which the adviser or its affiliates might otherwise have paid, it
would tend to reduce their expenses. The adviser and its affiliates exercise
reasonable business judgment in selecting brokers who offer brokerage and
research services to execute securities transactions. They determine in good
faith that commissions charged by such persons are reasonable in relationship to
the value of the brokerage and research services provided. During the fiscal
years ended 1998, 1997, 1996, the Fund paid no brokerage commissions.

    

Although investment decisions for the Fund are made independently from those of
the other accounts managed by the adviser, investments of the type the Fund may
make may also be made by those other accounts. When the Fund and one or more
other accounts managed by the adviser are prepared to invest in, or desire to
dispose of, the same security, available investments or opportunities for sales
will be allocated in a manner believed by the adviser to be equitable to each.
In some cases, this procedure may adversely affect the price paid or received by
the Fund or the size of the position obtained or disposed of by the Fund. In
other cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Fund.

OTHER SERVICES

FUND ADMINISTRATION

   

Federated Services Company, a subsidiary of Federated Investors, Inc., provides
administrative personnel and services to the Fund for a fee as described in the
prospectus. From March 1, 1994 to March 1, 1996, Federated Administrative
Services, a subsidiary of Federated Investors, Inc., served as the Fund's
Administrator. For purposes of this Statement of Additional Information,
Federated Services Company and Federated Administrative Services may hereinafter
collectively be referred to as the "Administrators." For the fiscal years ended
July 31, 1998, 1997, and 1996, the Administrators earned $5,395,419, $3,787,706,
and $2,837,919, respectively.

    

CUSTODIAN AND PORTFOLIO ACCOUNTANT

   

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. The fee paid for this service is based upon the level of
the Fund's average net assets for the period plus out-of-pocket expenses.

    

TRANSFER AGENT

Federated Services Company, through its registered transfer agent, Federated
Shareholder Services Company, maintains all necessary shareholder records. For
its services, the transfer agent receives a fee based on the size, type, and
number of accounts and transactions made by shareholders.

INDEPENDENT PUBLIC ACCOUNTANTS

   

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

    

SHAREHOLDER SERVICES

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

By adopting the Shareholder Services Agreement, the Trustees expect that the
Fund will benefit by: (1) providing personal services to shareholders; (2)
investing shareholder assets with a minimum of delay and administrative detail;
(3) enhancing shareholder recordkeeping systems; and (4) responding promptly to
shareholders' requests and inquiries concerning their accounts.

   

For the fiscal year ended July 31, 1998, the Fund earned shareholder service
fees on behalf of Institutional Shares and Institutional Service Shares in the
amounts of $9,947,222 and $7,934,584, respectively, $0 and $7,934,584 of which,
were paid to financial institutions, respectively.

    

DETERMINING NET ASSET VALUE

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

The Fund's use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission under the Investment
Company Act of 1940. Under the Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value per share, as computed for
purposes of distribution and redemption, at $1.00 per share, taking into account
current market conditions and the Fund's investment objective. The procedures
include monitoring the relationship between the amortized cost value per share
and the net asset value per share based upon available indications of market
value. The Trustees will decide what, if any, steps should be taken if there is
a difference of more than 0.5 of 1% between the two values. The Trustees will
take any steps they consider appropriate (such as redemption in kind or
shortening the average portfolio maturity) to minimize any material dilution or
other unfair results arising from differences between the two methods of
determining net asset value.

REDEMPTION IN KIND

The Fund is obligated to redeem shares solely in cash up to $250,000 or 1% of
the Fund's net asset value, whichever is less, for any one shareholder within a
90-day period. Any redemption beyond this amount will also be in cash unless the
Trustees determine that further payments should be in kind. In such cases, the
Fund will pay all or a portion of the remainder of the redemption in portfolio
instruments valued in the same way as the Fund determines net asset value. The
portfolio instruments will be selected in a manner that the Trustees deem fair
and equitable. Redemption in kind is not as liquid as a cash redemption. If
redemption is made in kind, shareholders who sell these securities could receive
less than the redemption value and could incur certain transaction costs.

MASSACHUSETTS PARTNERSHIP LAW

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

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

THE FUND'S TAX STATUS

   

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

    

PERFORMANCE INFORMATION

Performance depends upon such variables as: portfolio quality; average portfolio
maturity; type of instruments in which the portfolio is invested; changes in
interest rates; changes in expenses; and the relative amount of cash flow. To
the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in shares of
the Fund, the performance will be reduced for those shareholders paying those
fees.

YIELD

   

The yield is calculated based upon the seven days ending on the day of the
calculation, called the "base period." This yield is computed by: determining
the net change in the value of a hypothetical account with a balance of one
share at the beginning of the base period, with the net change excluding capital
changes but including the value of any additional shares purchased with
dividends earned from the original one share and all dividends declared on the
original and any purchased shares; dividing the net change in the account's
value by the value of the account at the beginning of the base period to
determine the base period return; and multiplying the base period return by
365/7.

For the seven-day period ended July 31, 1998, the yield for Institutional Shares
and Institutional Service Shares was 5.50%, and 5.25%, respectively.

    

EFFECTIVE YIELD

   

The effective yield is calculated by compounding the unannualized base period
return by: adding 1 to the base period return; raising the sum to the 365/7th
power; and subtracting 1 from the result.

For the seven-day period ended July 31, 1998, the effective yield for
Institutional Shares and Institutional Service Shares was 5.65%, and 5.39%,
respectively.

    

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.

   

Prior to the creation of separate classes of shares, for the one-year and
five-year periods ended July 31, 1998, and for the period from May 26, 1990,
(start of performance) to July 31, 1998, the average annual total returns were
5.64%, 5.15%, and 5.27%, respectively, for Institutional Shares.

For the one-year period ended July 31, 1998, and for the period from July 5,
1994, (date of initial public offering) through July 31, 1998, the average
annual total returns were 5.37% and 5.30%, respectively, for Institutional
Service Shares.

    

PERFORMANCE COMPARISONS

Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance, investors
should consider all relevant factors such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute 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.

IBC/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.

BANK RATE MONITOR(C) NATIONAL INDEX, Miami Beach, Florida, published weekly, is
an average of the interest rates of personal money market deposit accounts at
ten of the largest banks and thrifts in each of the five largest Standard
Metropolitan Statistical Areas. If more than one rate is offered, the lowest
rate is used. Account minimums and compounding methods may vary.

   

Advertising and other promotional literature may include charts, graphs and
other illustrations using the Fund's returns, or returns in general, that
demonstrate basic investment concepts such as tax-deferred compounding,
dollar-cost averaging and systematic investment. In addition, the Fund can
compare its performance, or performance for the types of securities in which it
invests, to a variety of other investments, such as bank savings accounts,
certificates of deposit, and Treasury bills.

    

ECONOMIC AND MARKET INFORMATION

   

Advertising and sales literature for the Fund may include discussions of
economic, financial and political developments and their effect on the
securities market. Such discussions may take the form of commentary on these
developments by portfolio managers and their views and analysis on how such
developments could affect the funds. In addition, advertising and sales
literature may quote statistics and give general information about the mutual
fund industry, including the growth of the industry, from sources such as the
Investment Company Institute.

ABOUT FEDERATED INVESTORS, INC.

Federated Investors, Inc. is dedicated to meeting investor needs which is
reflected in its investment decision making --structured, straightforward, and
consistent. This has resulted in a history of competitive performance with a
range of competitive investment products that have gained the confidence of
thousands of clients and their customers.

    

The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research. Investment decisions
are made and executed by teams of portfolio managers, analysts, and traders
dedicated to specific market sectors. These traders handle trillions of dollars
in annual trading volume.

   

In the money market sector, Federated Investors, Inc. gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional money
market fund. Simultaneously, the company pioneered the use of the amortized cost
method of accounting for valuing shares of money market funds, a principal means
used by money managers today to value money market fund shares. Other
innovations include the first institutional tax-free money market fund. As of
December 31, 1997, Federated managed more than $63.1 billion in assets across 51
money market funds, including 18 government, 11 prime and 22 municipal with
assets approximating $35 billion, $17.1 billion, and $10.9 billion,
respectively.

The Chief Investment Officers responsible for oversight of the various
investment sectors within Federated Investors, Inc. are: U.S. equity and high
yield --J. Thomas Madden; U.S. fixed income--William D. Dawson, III; and
global equities and fixed income--Henry A. Frantzen. The Chief Investment
Officers are Executive Vice Presidents of the Federated advisory companies.

    

MUTUAL FUND MARKET

   

Thirty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $4.4 trillion to the more than 6,700 funds available.*

Federated Investors, Inc., through its subsidiaries, distributes mutual funds
for a variety of investment applications. Specific markets include:

    

INSTITUTIONAL CLIENTS

   

Federated Investors, Inc. meets the needs of approximately 900 institutional
clients nationwide by managing and servicing separate accounts and mutual funds
for a variety of applications, including defined benefit and defined
contribution programs, cash management, and asset/liability management.
Institutional clients include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial
advisors. The marketing effort to these institutional clients is headed by John
B. Fisher, President, Institutional Sales Division.

    

BANK MARKETING

Other institutional clients include close relationships with more than 1,600
banks and trust organizations. Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios. The
marketing effort to trust clients is headed by Timothy C. Pillion, Senior Vice
President, Bank Marketing & Sales.

BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES

   

Federated funds are available to consumers through major brokerage firms
nationwide--we have over 2,200 broker/dealer and bank broker/dealer
relationships across the country--supported by more wholesalers than any other
mutual fund distributor. Federated's service to financial professionals and
institutions has earned it high ratings in several surveys performed by DALBAR,
Inc. DALBAR is recognized as the industry benchmark for service quality
measurement. The marketing effort to these firms is headed by James F. Getz,
President, Federated Securities Corp.

    

* Source: Investment Company Institute








Tax-Free Obligations Fund

(A Portfolio of Money Market Obligations Trust)

Institutional Shares

PROSPECTUS

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

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

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

   

The Fund has also filed a Statement of Additional Information dated September
30, 1998, with the Securities and Exchange Commission ("SEC"). The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information or a paper copy of this prospectus, if you have received
your prospectus electronically, free of charge by calling 1-800-341-7400. To
obtain other information, or make inquiries about the Fund, contact the Fund at
the address listed in the back of this prospectus. The Statement of Additional
Information, material incorporated by reference into this document, and other
information regarding the Fund is maintained electronically with the SEC at
Internet Web site (http://www.sec.gov).

    

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

   

PROSPECTUS DATED SEPTEMBER 30, 1998

    

TABLE OF CONTENTS
   

Summary of Fund Expenses   1

Financial Highlights - Institutional Shares   2

General Information   3

Year 2000 Statement   3

Investment Information   3

Investment Objective   3

Investment Policies   3

Municipal Securities   5

Investment Risks   5

Investment Limitations   6

Fund Information   6

Management of the Fund   6

Distribution of Institutional Shares    6

Administration of the Fund   7

Net Asset Value   7

How to Purchase Shares   7

Purchasing Shares by Wire   7

Purchasing Shares by Check   8

Invest-by-Phone   8

How to Redeem Shares   8

Redeeming Shares by Telephone   8

Redeeming Shares by Mail   8

Account and Share Information   9

Dividends   9

Capital Gains   9

Account Activity   9

Accounts with Low Balances   9

Voting Rights   9

Tax Information   9

Federal Income Tax   9

State and Local Taxes   10

Other Classes of Shares   10

Performance Information   10

Last Meeting of Shareholders   11

Financial Highlights - Institutional Service Shares   12

Financial Statements   13

Report of Independent Public Accountants   43
    

SUMMARY OF FUND EXPENSES
   
<TABLE>
<CAPTION>
                            INSTITUTIONAL SHARES
                       SHAREHOLDER TRANSACTION EXPENSES
<S> <C> Maximum Sales Charge Imposed on Purchases (as a percentage of offering
price) None Maximum Sales Charge Imposed on Reinvested Dividends (as a
percentage of offering price) None Contingent Deferred Sales Charge (as a
percentage of original purchase price or redemption proceeds, as applicable None
Redemption Fee (as a percentage of amount redeemed, if applicable) None Exchange
Fee None <CAPTION>
                         ANNUAL OPERATING EXPENSES
                  (As a percentage of average net assets)
<S>                                                                             <C>      <C>
Management Fee (after waiver)(1)                                                          0.10%
12b-1 Fee                                                                                 None
Total Other Expenses                                                                      0.10%
Shareholder Services Fee (after waiver)(2)                                        0.00%
Total Operating Expenses(3)                                                               0.20%
</TABLE>
    

 (1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.20%.

 (2) The shareholder services fee has been reduced to reflect the voluntary
waiver of the shareholder services fee. The shareholder service provider can
terminate this voluntary waiver at any time at its sole discretion.
The maximum shareholder services fee is 0.25%.

 (3) The total operating expenses would have been 0.55% absent the voluntary
waiver of a portion of the management fee and the shareholder services fee.

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

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

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

FINANCIAL HIGHLIGHTS - INSTITUTIONAL SHARES

TAX-FREE OBLIGATIONS FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 43.
   
<TABLE>
<CAPTION>
                               YEAR ENDED JULY 31,
                              1998         1997        1996        1995      1994      1993      1992      1991      1990(a)
<S>                      <C>        <C>        <C>          <C>       <C>        <C>       <C>       <C>       <C>
NET ASSET VALUE,
BEGINNING OF PERIOD          $ 1.00      $ 1.00      $ 1.00      $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00
INCOME FROM INVESTMENT
OPERATIONS
Net investment income          0.03        0.03        0.03        0.04      0.02      0.03      0.04      0.05      0.04
LESS DISTRIBUTIONS
Distributions from
net investment income         (0.03)      (0.03)      (0.03)      (0.04)    (0.02)    (0.03)    (0.04)    (0.05)    (0.04)
NET ASSET VALUE,
END OF PERIOD                $ 1.00      $ 1.00      $ 1.00      $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00
TOTAL RETURN(B)                3.50%       3.49%       3.55%       3.64%     2.45%     2.54%     3.73%     5.13%     3.70%
RATIOS TO AVERAGE
NET ASSETS
Expenses                       0.20%       0.20%       0.20%       0.20%     0.20%     0.20%     0.20%     0.20%     0.20%*
Net investment income          3.45%       3.43%       3.46%       3.62%     2.41%     2.49%     3.58%     4.93%     5.75%*
Expense waiver/
reimbursement(c)               0.35%       0.35%       0.36%       0.39%     0.15%     0.14%     0.17%     0.26%     0.21%*
SUPPLEMENTAL DATA
Net assets, end of
period (000 omitted)     $2,279,770  $1,474,180  $1,514,979  $1,295,458  $789,755  $454,119  $308,855  $165,669  $145,552
</TABLE>
    

 * Computed on an annualized basis.

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

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)

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 Board of
Trustees (the "Trustees") has 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
entities holding shares in an agency or fiduciary capacity, financial
institutions, financial intermediaries, and institutional investors as a
convenient means of accumulating an interest in a professionally managed
portfolio investing primarily in short-term municipal securities. The Fund may
not be a suitable investment for retirement plans because it invests in
municipal securities. A minimum initial investment of $1,000,000 over a one-year
period is required.

    

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

   

YEAR 2000 STATEMENT

Like other mutual funds and business organizations worldwide, the Fund's service
providers (among them, the adviser, distributor, administrator, and transfer
agent) must ensure that their computer systems are adjusted to properly process
and calculate date-related information from and after January 1, 2000. Many
software programs and, to a lesser extent, the computer hardware in use today
cannot distinguish the year 2000 from the year 1900. Such a design flaw could
have a negative impact in the handling of securities trades, pricing, and
accounting services. The Fund and its service providers are actively working on
necessary changes to computer systems to deal with the year 2000 issue and
believe that systems will be year 2000 compliant when required. Analysis
continues regarding the financial impact of instituting a year 2000 compliant
program on the Fund's operations.

    

INVESTMENT INFORMATION

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide dividend income exempt from
federal regular income tax consistent with stability of principal. This
investment objective cannot be changed without shareholder approval. While there
is no assurance that the Fund will achieve its investment objective, it
endeavors to do so by complying with the diversification and other requirements
of Rule 2a-7 under the Investment Company Act of 1940 which regulates money
market mutual funds and by following the investment policies described in this
prospectus.

INVESTMENT POLICIES

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

ACCEPTABLE INVESTMENTS

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

* tax and revenue anticipation notes issued to finance working capital needs in
anticipation of receiving taxes or other revenues;

* bond anticipation notes that are intended to be refinanced through a later
issuance of longer-term bonds;

* municipal commercial paper and other short-term notes;

* variable rate demand notes;

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

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

VARIABLE RATE DEMAND NOTES

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

PARTICIPATION INTERESTS

   

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

    

MUNICIPAL LEASES

Municipal leases are obligations issued by state and local governments or
authorities to finance the acquisition of equipment and facilities. They may
take the form of a lease, an installment purchase contract, a conditional sales
contract, or a participation interest in any of the above. Lease obli gations
may be subject to periodic appropriation. Municipal leases are sub ject to
certain specific risks in the event of default or failure of appropriation.

CREDIT ENHANCEMENT

Certain of the Fund's acceptable investments may be credit-enhanced by a
guaranty, letter of credit, or insurance. Any bankruptcy, receivership, default,
or change in the credit quality of the party providing the credit enhancement
will adversely affect the quality and marketability of the underlying security
and could cause losses to the Fund and affect its share price. The Fund may have
more than 25% of its total assets invested in securities credit-enhanced by
banks.

DEMAND FEATURES

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

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

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

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

RESTRICTED AND ILLIQUID SECURITIES

The Fund may invest in restricted securities, and, as a matter of fundamental
investment policy which cannot be changed without shareholder approval, will
limit such investments to 10% of its net assets. This restriction is not
applicable to restricted securities determined to be liquid under criteria
established by the Trustees. Restricted securities are any securities in which
the Fund may invest pursuant to its investment objective and policies but which
are subject to restrictions on resale under federal securities law. As a matter
of non-fundamental investment policy, the Fund will limit investments in
illiquid securities, including restricted securities not determined to be
liquid, and non-negotiable time deposits, to 10% of its net assets.

TEMPORARY INVESTMENTS

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

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

MUNICIPAL SECURITIES

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

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

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

INVESTMENT RISKS

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

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

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

INVESTMENT LIMITATIONS

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

FUND INFORMATION

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES

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

INVESTMENT ADVISER

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

ADVISORY FEES

The adviser receives an annual investment advisory fee equal to 0.20% of the
Fund's average daily net assets. The adviser may voluntarily choose to waive a
portion of its fee or reimburse other expenses of the Fund, but reserves the
right to terminate such waiver or reimbursement at any time at its sole
discretion.

ADVISER'S BACKGROUND

   

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

Federated Management and other subsidiaries of Federated Investors, Inc. serve
as investment advisers to a number of investment companies and private accounts.
Certain other subsidiaries also provide administrative services to a number of
investment companies. With over $120 billion invested across ^ore than 300 funds
under management and/or administration by its subsidiaries, as of December 31,
1997, Federated Investors, Inc. is one of the largest mutual fund investment
managers in the United States. With more than 2,000 employees, Federated
continues to be led by the management who founded the company in 1955. Federated
funds are presently at work in and through approximately 4,000 financial
institutions nationwide.

    

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interests. Among other things, the codes: require preclearance
and periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SHARES

   

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

    

SHAREHOLDER SERVICES

   

The Fund has entered into a Shareholder Services Agreement with Federated
Shareholder Services, a subsidiary of Federated Investors, Inc., under which the
Fund may make payments up to 0.25% of the average daily net asset value of its
shares, computed at an annual rate, to obtain certain personal services for
shareholders and to maintain shareholder accounts. From time to time and for
such periods as deemed appropriate, the amount stated above may be reduced
voluntarily. Under the Shareholder Services Agreement, Federated Shareholder
Services will either perform shareholder services directly or will select
financial institutions to perform shareholder services. Financial institutions
will receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.

    

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS

In addition to payments made pursuant to the Shareholder Services Agreement,
Federated Securities Corp. and Federated Shareholder Services, from their own
assets, may pay financial institutions supplemental fees for the performance of
substantial sales services, distribution-related support services, or
shareholder services. The support may include sponsoring sales, educational and
training seminars for their employees, providing sales literature, and
engineering computer software programs that emphasize the attributes of the
Fund. Such assistance will be predicated upon the amount of shares the financial
institution sells or may sell, and/or upon the type and nature of sales or
marketing support furnished by the financial institution. Any payments made by
the distributor may be reimbursed by the Fund's investment adviser or its
affiliates.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES

   

Federated Services Company, a subsidiary of Federated Investors, Inc., provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Fund at an annual rate which
relates to the average aggregate daily net assets of all funds advised by
affiliates of Federated Investors, Inc. specified below:
    

MAXIMUM             AVERAGE AGGREGATE
  FEE                DAILY NET ASSETS
 0.150%          on the first $250 million
 0.125%          on the next $250 million
 0.100%          on the next $250 million
 0.075%      on assets in excess of $750 million

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Services Company may choose voluntarily to waive a portion of its fee.

NET ASSET VALUE

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

   

The net asset value is determined at 12:00 noon, 3:00 p.m. (Eastern time), and
as of the close of trading (normally 4:00 p.m., Eastern time) on the New York
Stock Exchange, Monday through Friday, except on New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, and Christmas Day.

    

HOW TO PURCHASE SHARES

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

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone. The
minimum initial investment is $1,000,000. However, an account may be opened with
a smaller amount as long as the minimum is reached within one year of opening
the account. Financial institutions may impose different minimum investment
requirements on their customers.

PURCHASING SHARES BY WIRE

   

Shares may be purchased by Federal Reserve wire by calling the Fund before 3:00
p.m. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m. (Eastern
time) in order to begin earning dividends that same day. Federal funds should be
wired as follows: Federated Shareholder Services Company, c/o State Street Bank
and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit to: Tax-Free
Obligations Fund - Institutional Shares; Fund Number (this number can be found
on the account statement or by contacting the Fund); Group Number or Order
Number; Nominee or Institution Name; and ABA Number 011000028. Shares cannot be
purchased by wire on holidays when wire transfers are restricted. Questions on
wire purchases should be directed to your shareholder services representative at
the telephone number listed on your account statement.

    

PURCHASING SHARES BY CHECK

   

Shares may be purchased by sending a check to Federated Shareholder Services
Company, P.O. Box 8600, Boston, MA 02266-8600. The check should be made payable
to: Tax-Free Obligations Fund - Institutional Shares. Please include an account
number on the check. Orders by mail are considered received when payment by
check is converted into federal funds (normally the business day after the check
is received), and shares begin earning dividends the next day.

    

INVEST-BY-PHONE

Once an account has been opened, a shareholder may use Invest-by-Phone for
investments if an authorization form has been filed with Federated Shareholder
Services Company, the transfer agent for shares of the Fund. Approximately two
weeks after sending the form to Federated Shareholder Services Company, the
shareholder may call Federated Shareholder Services Company to purchase shares.
Federated Shareholder Services Company will send a request for monies to the
shareholder's commercial bank, savings bank, or credit union ("bank") via the
Automated Clearing House. The shareholder's bank, which must be an Automated
Clearing House member, will then forward the monies to Federated Shareholder
Services Company. The purchase is normally entered the next business day after
the initial phone request. For further information and an application, call the
Fund.

HOW TO REDEEM SHARES

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

REDEEMING SHARES BY TELEPHONE

   

Redemptions in any amount may be made by calling the Fund provided the Fund has
a properly completed authorization form. These forms can be obtained from
Federated Securities Corp. Proceeds from redemption requests received before
12:00 noon (Eastern time) will be wired the same day to the shareholder's
account at a domestic commercial bank which is a member of the Federal Reserve
System, but will not include that day's dividend. Proceeds from redemption
requests received after that time include that day's dividend but will be wired
the following business day. Proceeds from redemption requests on holidays when
wire transfers are restricted will be wired the following business day. Under
limited circumstances, arrangements may be made with the distributor for
same-day payment of proceeds, without that day's dividend, for redemption
requests received after 12:00 noon (Eastern time). Proceeds from redemption
requests on holidays when wire transfers are restricted will be wired the
followng business day. Questions about telephone redemptions on days when wire
transfers are restricted should be directed to your shareholder services
representative at the telephone number listed on your account statement.

    

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

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

REDEEMING SHARES BY MAIL

Shares may be redeemed in any amount by mailing a written request to: Federated
Shareholder Services Company, P.O. Box 8600, Boston, MA 02266-8600. If share
certificates have been issued, they should be sent unendorsed with the written
request by registered or certified mail to the address noted above.

The written request should state: the Fund name and the class designation; the
account name as registered with the Fund; the account number; and the number of
shares to be redeemed or the dollar amount requested. All owners of the account
must sign the request exactly as the shares are registered. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the receipt of a proper written redemption request. Dividends
are paid up to and including the day that a redemption request is processed.

Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Fund or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a commercial
or savings bank, trust company or savings association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm of a domestic stock exchange; or any other "eligible
guarantor institution," as defined in the Securities Exchange Act of 1934. The
Fund does not accept signatures guaranteed by a notary public.

ACCOUNT AND SHARE INFORMATION

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund. Shares purchased by wire before
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 capital gains at least once every 12 months.

ACCOUNT ACTIVITY

Shareholders will receive periodic statements reporting all account activity,
including dividends paid. The Fund will not issue share certificates.

    

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 $1,000,000 due to
shareholder redemptions. Before shares are redeemed to close an account, the
shareholder is notified in writing and allowed 30 days to purchase additional
shares to meet the minimum requirement.

VOTING RIGHTS

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

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

   

As of September 3, 1998, Naidot & Co.organized in the state of New Jersey owned
34.90% of the voting securities of the Institutional Service Shares of the Fund,
and, therefore, may, for certain purposes, be deemed to control the Fund and be
able to affect the outcome of certain matters presented for a vote of
shareholders.

    

TAX INFORMATION

FEDERAL INCOME TAX

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

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

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

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

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

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

    

OTHER CLASSES OF SHARES

   

The Fund also offers another class of shares. Institutional Service Shares are
sold at net asset value primarily to financial institutions, financial
intermediaries and institutional investors and are subject to a minimum initial
investment of $1,000,000.

Both classes are subject to certain of the same expenses. Institutional Service
Shares are distributed with no 12b-1 Plan but are subject to shareholder
services fees.

    

Expense differences between classes may affect the performance of each class.

To obtain more information and a prospectus for any other class, investors may
call 1-800-341-7400.

PERFORMANCE INFORMATION

From time to time, the Fund advertises its yield, effective yield, tax-
equivalent yield, and total return. The performance figures will be calculated
separately for each class of shares.

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

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

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

   

LAST MEETING OF SHAREHOLDERS

A Special Meeting of Trust shareholders was held on April 23, 1998. On February
24, 1998, the record date for shareholders voting at the meeting, there were
28,912,813,604 total outstanding shares. The following items were considered by
shareholders and the results of their voting were as follows:

AGENDA ITEM 1: To elect Trustees.*

                                  SHARES VOTED FOR  SHARES WITHHELD AUTHORITY
Thomas G. Bigley                   17,186,131,753           91,735,736
John T. Conroy, Jr.                17,186,450,467           91,417,022
Peter E. Madden                    17,187,792,175           90,075,314
John E. Murray, Jr., J.D., S.J.D.  17,187,671,030           90,196,459

 * The following Trustees of the Trust continued their terms as Trustees of
the Trust: John F. Donahue, William J. Copeland, J. Christopher Donahue,
James E. Dowd, Esq., Lawrence D. Ellis, M.D., Edward L. Flaherty, Jr.,
Esq., Wesley W. Posvar, and Marjorie P. Smuts.
    

FINANCIAL HIGHLIGHTS - INSTITUTIONAL SERVICE SHARES

TAX-FREE OBLIGATIONS FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 43.
   
<TABLE>
<CAPTION>
                                                      YEAR ENDED JULY 31,
                                           1998        1997      1996      1995     1994(A)
<S>                                     <C>       <C>       <C>      <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD       $ 1.00    $ 1.00    $ 1.00    $ 1.00   $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                        0.03      0.03      0.03      0.03    0.002
LESS DISTRIBUTIONS
Distributions from net investment income    (0.03)    (0.03)    (0.03)    (0.03)  (0.002)
NET ASSET VALUE, END OF PERIOD             $ 1.00    $ 1.00    $ 1.00    $ 1.00   $ 1.00
TOTAL RETURN(B)                              3.25%     3.24%     3.29%     3.39%    0.18%
RATIOS TO AVERAGE NET ASSETS
Expenses                                     0.45%     0.45%     0.45%     0.45%    0.39%*
Net investment income                        3.20%     3.19%     3.22%     3.48%    3.04%*
Expense waiver/reimbursement(c)              0.10%     0.10%     0.11%     0.14%    0.15%*
SUPPLEMENTAL DATA
Net assets, end of period (000 omitted)  $940,516  $587,983  $406,408  $252,016  $25,148
</TABLE>
    

 * Computed on an annualized basis.

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

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)

PORTFOLIO OF INVESTMENTS

TAX-FREE OBLIGATIONS FUND

JULY 31, 1998
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--101.3%
ALABAMA--4.1%
 $ 3,770,000 Alabama HFA, 1995 (Series E) Weekly VRDNs (Royal Gardens Apartments
             Project)/(SouthTrust Bank of Alabama, Birmingham LOC)                                     $    3,770,000
   7,215,000 Anniston, AL, IDB (Series 1989-A) Weekly VRDNs (Union Foundry Co.)/(Amsouth Bank N.A.,
             Birmingham LOC)                                                                                7,215,000
   3,650,000 Arab, AL IDB, (Series 1989) Weekly VRDNs (SCI Manufacturing, Inc.)/(Bank of Tokyo-
             Mitsubishi Ltd. LOC)                                                                           3,650,000
   1,100,000 Arab, AL IDB, Revenue Refunding Bonds (Series 1989) Weekly VRDNs (SCI Manufacturing,
             Inc.)/(Bank of Tokyo-Mitsubishi Ltd. LOC)                                                      1,100,000
   5,000,000 Birmingham, AL IDA, Revenue Refunding Bonds Weekly VRDNs
             (S.P. Hotel Company)/(Amsouth Bank N.A., Birmingham LOC)                                       5,000,000
   3,500,000 Birmingham, AL Medical Clinic Board, Medical Clinic Revenue Bonds (Series 1996)
             WeeklyVRDNs (St. Martin's In The Pines)/(Regions Bank, Alabama LOC)                            3,500,000
   2,995,000 Birmingham, AL Special Care Facilities Financing Authority, Capital Improvement
             Revenue Bonds (Series 1995) Weekly VRDNs (Methodist Home for the Aging
             (AL))/(SouthTrust Bank of Alabama, Birmingham LOC)                                             2,995,000
  15,910,000 Columbia, AL IDB, CDC Municipal Products, Inc. (Series 1997I) Weekly VRDNs (Alabama
             Power Co.)/(AMBAC INS)/(CDC Municipal Products, Inc. LIQ)                                     15,910,000
   3,000,000 Decatur, AL IDB, Revenue Refunding Bonds (Series 1993) Weekly VRDNs (Allied-Signal,
             Inc.)                                                                                          3,000,000
   3,300,000 Homewood, AL IDA Weekly VRDNs (Mountain Brook Inn (Homewood AL))/(SouthTrust Bank of
             Alabama, Birmingham LOC)                                                                       3,300,000
   4,000,000 Hoover, AL Board of Education, Warrant Anticipation Notes (Series 1998-A), 3.80% BANs,
             2/1/1999                                                                                       4,000,000
   1,406,000 Irondale, AL IDB, Revenue Bonds (Series 1989) Weekly VRDNs (Collateral Mortgage,
             Ltd.)/(SouthTrust Bank of Alabama, Birmingham LOC)                                             1,406,000
   8,500,000 Jefferson County, AL, GO Warrants (Series 1996) Weekly VRDNs (Bayerische Landesbank
             Girozentrale LOC)                                                                              8,500,000
   2,260,000 Madison, AL IDA (Series A) Weekly VRDNs (Executive Inn)/(Amsouth Bank N.A.,
             BirminghamLOC)                                                                                 2,260,000
   6,690,000 Marshall County, AL, Special Obligation School Refunding Warrant (Series 1994)
             WeeklyVRDNs (Marshall County, AL Board of Education)/(Regions Bank, Alabama LOC)               6,690,000
   2,500,000 Mobile, AL IDA Weekly VRDNs (McRae's Industries, Inc.)/(Nationsbank, N.A., Charlotte
             LOC)                                                                                           2,500,000
     500,000 Mobile, AL IDB, PCR (Series 1993A) Weekly VRDNs (Alabama Power Co.)/
             (Alabama Power Co. GTD)                                                                          500,000
  10,000,000 Mobile, AL IDB, PCR (Series 1993B) Weekly VRDNs (Alabama Power Co.)/
             (Alabama Power Co. GTD)                                                                       10,000,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
ALABAMA--CONTINUED
$  1,000,000 Mobile, AL IDB, Pollution Control Refunding Revenue Bonds (Series 1992) Weekly VRDNs
             (AirProducts & Chemicals, Inc.)/(Air Products & Chemicals, Inc. GTD)                      $    1,000,000
     400,000 Montgomery, AL IDB, (Series 1988A) Weekly VRDNs (Smith
Industries)/(SunTrust Bank,
             Atlanta LOC)                                                                                     400,000
  24,500,000 Montgomery, AL IDB Pollution Control & Solid Disposal Revenue, 3.65% CP
             (General Electric Co.), Mandatory Tender 8/5/1998                                             24,500,000
  14,995,000 The Board of Trustees of the University of Alabama (Series A) Weekly VRDNs
             (Bank of America NT and SA, San Francisco LIQ)                                                14,995,000
   1,290,000 Tuscaloosa County, AL Port Authority (Series 1989A) Weekly VRDNs
             (Capstone Hotel Ltd.)/(SouthTrust Bank of Alabama, Birmingham LOC)                             1,290,000
     730,000 Tuscaloosa, AL IDB, Revenue Refunding Bonds (Series 1994) Weekly VRDNs
             (Harco, Inc.)/(Amsouth Bank N.A., Birmingham LOC)                                                730,000
   4,695,000 Vincent, AL IDB Weekly VRDNs (Headquarters Partnership Project)/(National Australia
             Bank,Ltd., Melbourne LOC)                                                                      4,695,000
             Total                                                                                        132,906,000
ALASKA--0.7%
  14,300,000 (b)Alaska International Airports System (Series 1998A), 4.36% BANs,
   4/1/1999 14,333,020 7,205,000 (b)Alaska State Housing Finance Corp., PT-202,
   3.70% TOBs (Bayerische Vereinsbank AG,
             Munich LIQ), Optional Tender 5/20/1999                                                         7,205,000
             Total                                                                                         21,538,020
ARIZONA--1.7%
   9,830,000 Apache County, AZ IDA, 1983 (Series A) Weekly VRDNs (Tucson Electric Power Co.)/
             (Toronto-Dominion Bank LOC)                                                                    9,830,000
   3,700,000 Arizona Health Facilities Authority Weekly VRDNs (University Physicians, Inc.)/(Bank
             One, Arizona N.A. LOC)                                                                         3,700,000
   6,350,000 Arizona Health Facilities Authority, Pooled Loan Program Revenue Bonds (Series 1985B)
             Weekly VRDNs (FGIC INS)/(Chase Manhattan Bank N.A., New York LIQ)
  6,350,000 13,060,000 Chandler, AZ IDA Weekly VRDNs (SMP II Limited
  Partnership)/(Bank One, Arizona N.A. LOC) 13,060,000
   3,700,000 Gila County, AZ IDA Weekly VRDNs (Cobre Valley Hospital)/(Bank One, Arizona N.A. LOC)          3,700,000
   5,330,000 Glendale, AZ IDA, Variable Rate Senior Living Facilities Revenue Bonds Weekly VRDNs
             (Friendship Retirement Corporation)/(Norwest Bank Minnesota, N.A. LOC)                         5,330,000
   3,500,000 Maricopa County, AZ Pollution Control Corp. (Series 1994F) Daily VRDNs (Arizona Public
             Service Co. - Palo Verde)/(Bank of America NT and SA, San Francisco LOC)                       3,500,000
   1,700,000 Pima County, AZ IDA Weekly VRDNs (Tucson Electric Power Co.)/
             (Toronto-Dominion Bank LOC)                                                                    1,700,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
ARIZONA--CONTINUED
$  7,810,000 Tolleson, AZ Municipal Finance Corporation, Revenue Refunding Bonds (Series of 1998)
             Weekly VRDNs (Citizens Utilities Co.)                                                     $    7,810,000
             Total                                                                                         54,980,000
ARKANSAS--0.1%
   2,000,000 Little Rock, AR Pulaski County School District (Series 1998), 4.25% TRANs, 12/30/1998          2,004,860
   1,000,000 Sheridan, AR IDA (Series A) Weekly VRDNs (H.H. Robertson Co.)/(PNC Bank, N.A. LOC)             1,000,000
             Total                                                                                          3,004,860
CALIFORNIA--7.3%
   6,000,000 Acalanes, CA Union High School District, 3.90% TRANs, 6/30/1999                                6,010,539
  20,000,000 (b)California Community College Financing Authority, Trust Receipts (Series 1998
             FR/RI-A24), 3.60% TOBs (FSA INS)/(Bank of New York, New York LIQ),
Optional Tender
             12/9/1998                                                                                     20,000,000
  51,175,000 (b)California Public Capital Improvements Financing Authority, Trust Receipts
             (Series 1996 FR-3) Weekly VRDNs (MBIA INS)/(Bank of New York, New York LIQ)                   51,175,000
  53,800,000 (b)Los Angeles County, CA Unified School District, Trust Receipts FR/RI-A26, 3.60%
             TOBs (Bank of New York, New York LIQ), Mandatory Tender 12/9/1998                             53,800,000
  25,000,000 Los Angeles County, CA (Series A), 4.50% TRANs, 6/30/1999                                     25,182,327
   9,600,000 Northern California Transmission Agency, Trust Receipts (Series 1998 FR/RI-16)
             WeeklyVRDNs (California-Oregon Transmission Project)/(MBIA INS)/(Bank of New York,
             New York LIQ)                                                                                  9,600,000
   2,575,000 Roseville, CA City School District, 4.45% TRANs, 9/10/1998                                     2,576,491
   2,780,000 Roseville, CA Joint Union High School District, 4.45% TRANs, 9/10/1998                         2,781,610
  36,000,000 San Diego, CA Area Local Governments, Trust Receipts (Series FR/RI-A25) Weekly VRDNs
             (Bank of New York, New York LIQ)                                                              36,000,000
   7,500,000 San Mateo, CA Union High School District, 3.90% TRANs, 6/30/1999                               7,513,174
   4,000,000 Santa Barbara County, CA Schools Financing Authority, 4.50% TRANs, 6/30/1999                   4,029,202
   9,575,000 Stanislaus County, CA Office of Education, 4.50% TRANs, 7/30/1999                              9,652,916
   5,000,000 Sunnyvale, CA Elementary School District, 3.90% TRANs, 6/30/1999                               5,008,782
             Total                                                                                        233,330,041
COLORADO--0.8%
   2,650,000 Denver (City & County), CO, 4.15% TOBs (Blake Street
Compendium)/(Norwest Bank
             Minnesota, N.A. LOC) 12/15/1998                                                                2,650,000
  13,660,000 Denver (City & County), CO, Merlot (Series 1997E) Weekly VRDNs (Department of Aviation
             Airport System)/(MBIA INS)/(Corestates Bank N.A., Philadelphia, PA LIQ)                       13,660,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
COLORADO--CONTINUED
$  9,000,000 Denver (City & County), CO, Trust Receipts (Series 1998 FR/RI-13) Weekly VRDNs
             (MBIA INS)/(Bank of New York, New York LIQ)                                               $    9,000,000
             Total                                                                                         25,310,000
CONNECTICUT--1.1%
   5,000,000 Connecticut State HEFA, (Series B) Weekly VRDNs (Edgehill)/(Paribas, Paris LOC)                5,000,000
  30,050,000 Connecticut State HEFA, (Series T-1) Weekly VRDNs (Yale University)                           30,050,000
             Total                                                                                         35,050,000
DISTRICT OF COLUMBIA--2.0%
   2,070,000 District of Columbia Housing Finance Agency, Multifamily Housing, 3.85% TOBs
             (ChastletonProject)/(Nationsbank, N.A., Charlotte LOC), Optional Tender 7/1/1999               2,070,000
   5,000,000 District of Columbia (Series 1998C), 5.00% TRANs (Union Bank of Switzerland, Zurich
             LOC), 9/30/1998                                                                                5,009,141
  14,400,000 District of Columbia (Series B), 4.50% TRANs (Morgan Guaranty Trust Co., New York and
             Union Bank of Switzerland, Zurich LOCs), 9/30/1998                                            14,414,337
   3,575,000 District of Columbia, Revenue Bonds (Series 1997B) Weekly VRDNs (Association of
             American Medical Colleges)/(AMBAC INS)/(Chase Manhattan Bank N.A., New York LIQ)               3,575,000
  39,850,000 District of Columbia, Trust Receipts (Series 1998 FR/RI-A14) Weekly VRDNs
             (MBIAINS)/(National Westminster Bank, PLC, London LIQ)                                        39,850,000
             Total                                                                                         64,918,478
FLORIDA--12.4%
  17,995,000 ABN AMRO MuniTOPS Certificates Trust 1998-8 Weekly VRDNs (Dade County, FL Water & Sewer
             System)/(FGIC INS)/(ABN AMRO Bank N.V., Amsterdam LIQ)                                        17,995,000
   2,950,000 Brevard County, FL Weekly VRDNs (Greywater Investments)/(Huntington National Bank,
             Columbus, OH LOC)                                                                              2,950,000
  18,500,000 Broward County, FL HFA, (Series 1985) Daily VRDNs (Landings of Inverrary)/(PNC Bank,
             N.A.LOC)                                                                                      18,500,000
   6,000,000 Broward County, FL HFA, (Series 1997) Weekly VRDNs (Jacaranda Village
             Apartments)/(Marine Midland Bank N.A., Buffalo, NY LOC)                                        6,000,000
   2,980,000 Broward County, FL Health Facility Authority, Revenue Bonds Weekly VRDNs (John Knox
             Village of Florida)/(First Union National Bank, Charlotte, N.C. LOC)                           2,980,000
  20,000,000 Collier County, FL School District, 4.00% RANs, 4/30/1999                                     20,031,534
   3,870,000 Dade County, FL IDA Weekly VRDNs (Futernick Associates, Inc.)/(First Union National
             Bank, Charlotte, N.C. LOC)                                                                     3,870,000
  49,900,000 Dade County, FL Water & Sewer System Weekly VRDNs (FGIC INS)/(Commerzbank AG, Frankfurt
             LIQ)                                                                                          49,900,000
      55,000 Eustis Health Facilities Authority, FL (Series 1985) Weekly VRDNs (Waterman Medical
             Center)/(SunTrust Bank, Central Florida LOC)                                                      55,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
FLORIDA--CONTINUED
$  9,730,000 Eustis Health Facilities Authority, FL, Health Facilities Revenue Bonds (Series 1992)
             Weekly VRDNs (Florida Hospital/Waterman, Inc. Project)/(SunTrust Bank, Central Florida
             LOC)                                                                                      $    9,730,000
   1,400,000 Florida HFA, (Series 1989 E) Weekly VRDNs (Fairmont Oaks Project)/(Comerica Bank,
             Detroit,MI LOC)                                                                                1,400,000
   7,000,000 Florida HFA, Multi-Family Housing Revenue Bonds (1985 Series SS) Weekly VRDNs
             (Woodlands Apartments)/(Northern Trust Co., Chicago, IL LOC)                                   7,000,000
   5,120,000 Florida State Board of Education Administration, (CR55), (Series 1989A), 3.55% TOBs
             (CitibankN.A., New York LIQ), Optional Tender 9/1/1998                                         5,120,000
  11,200,000 Florida State Department of Environmental Protection, PT-166 Weekly VRDNs
             (FSAINS)/(Banque Nationale de Paris LIQ)                                                      11,200,000
  10,450,000 Florida State Department of Environmental Protection, Trust Receipts FR/RI-A18
             (Series1998) Weekly VRDNs (FGIC INS)/(National Westminster Bank, PLC, London LIQ)             10,450,000
   5,860,000 Fort Lauderdale, FL Performing Arts Center Authority Weekly VRDNs (SunTrust Bank,
             CentralFlorida LOC)                                                                            5,860,000
   1,540,000 Fort Myers, FL, PA-180 (Series 1997A) Weekly VRDNs (AMBAC INS)/(Merrill Lynch Capital
             Services, Inc. LIQ)                                                                            1,540,000
  16,275,000 Gulf Breeze, FL, Variable Rate Demand Revenue Bonds (Series 1995A) Weekly VRDNs
             (Florida Municipal Bond Fund)/(Barnett Bank, N.A. LOC)                                        16,275,000
   2,650,000 Halifax Hospital Medical Center, FL, 4.00% TANs (Barnett Bank, N.A. LOC), 4/15/1999            2,656,287
  32,000,000 Highlands County, FL Health Facilities (Series 1996A Accounts Receivable) Weekly VRDNs
             (Adventist Health System)/(CapMAC Holdings, Inc. INS)/(First National Bank of Chicago
             LIQ)                                                                                          32,000,000
  17,500,000 Highlands County, FL Health Facilities (Series 1996B Accounts Receivable) Weekly VRDNs
             (Adventist Health System)/(CapMAC Holdings, Inc. INS)/(Canadian Imperial Bank of
             Commerce, Toronto LIQ)                                                                        17,500,000
  15,700,000 Highlands County, FL Health Facilities, Variable Rate Demand Revenue Bonds (Series
             1996A) Weekly VRDNs (Adventist Health System)/(SunTrust Bank, Central Florida LOC)            15,700,000
   7,000,000 Indian River County, FL Hospital District (Series 1985) Weekly VRDNs (KBC Bank N.V.,
             Brussels LOC)                                                                                  7,000,000
  15,030,000 Jacksonville Electric Authority, Class A Certificates (Series 1997-2) Weekly VRDNs
             (Bank of New York, New York LIQ)                                                              15,030,000
   7,570,000 Jacksonville Transportation Authority, PA-146 Weekly VRDNs (Florida State)/(Merrill
             Lynch Capital Services, Inc. LIQ)                                                              7,570,000
   3,295,000 Jacksonville Transportation Authority, PA-163 Weekly VRDNs (Florida State)/(Merrill
             Lynch Capital Services, Inc. LIQ)                                                              3,295,000
   2,580,000 Lee County, FL IDA (Series 1985) Weekly VRDNs (Christian & Missionary Alliance
             Foundation)/(Paribas, Paris LOC)                                                               2,580,000
   5,635,000 Manatee County, FL HFA Weekly VRDNs (Carriage Club)/(Mellon Bank N.A., Pittsburgh LOC)         5,635,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
FLORIDA--CONTINUED
 $ 6,025,000 Manatee County, FL HFA, Weekly Adjustable/Fixed Rate Multifamily Housing Revenue
             Refunding Bonds (1990 Series A) Weekly VRDNs (Harbour Pointe)/(Marine Midland Bank
             N.A., Buffalo, NY LOC)                                                                    $    6,025,000
   4,700,000 Miami, FL Health Facilities Authority, Health Facilities Revenue Bonds (Series 1992)
             Weekly VRDNs (Miami Jewish Home and Hospital for the Aged, Inc.)/(SunTrust Bank, Miami
             LOC)                                                                                           4,700,000
  12,700,000 Miami, FL Health Facilities Authority, Health Facilities Revenue Bonds (Series 1996)
             WeeklyVRDNs (Miami Jewish Home and Hospital for the Aged, Inc.)/(SunTrust Bank,
             CentralFlorida LOC)                                                                           12,700,000
   4,000,000 Mount Dora, FL Health Facility Authority (Series 1996A) Weekly VRDNs (Waterman Village
             (Mount Dora, Fl))/(Barnett Bank of Central Florida, Orlando LOC)                               4,000,000
   5,000,000 Orange County, FL Educational Facilities Authority (Series 1998) Weekly VRDNs (Rollins
             College)/(Barnett Bank, N.A. LOC)                                                              5,000,000
   4,000,000 Orange County, FL Educational Facilities Authority, Revenue Bonds (Series 1997) Weekly
             VRDNs (Rollins College)/(Barnett Bank, N.A. LOC)                                               4,000,000
   9,900,000 Orange County, FL HFA, Variable Rate Certificates (Series 1997G) Weekly VRDNs
             (GNMACOL)/(Bank of America NT and SA, San Francisco LIQ)                                       9,900,000
   6,200,000 Orlando, FL (City of), Capital Improvement Commerial Paper Notes (1994 Series-A),
             3.70% CP, Mandatory Tender 10/16/1998                                                          6,200,000
   4,000,000 Pinellas County Industry Council, FL Weekly VRDNs (Loulourgas Properties)/(First Union
             National Bank, Charlotte, N.C. LOC)                                                            4,000,000
   1,940,000 Pinellas County Industry Council, FL, Variable/Fixed Rate Development Revenue Bonds
             (Series 1997) Weekly VRDNs (Boyd Industries, Inc.)/(SouthTrust Bank of Alabama,
             Birmingham LOC)                                                                                1,940,000
   5,525,000 Polk County, FL IDA, PCR Refunding Bonds Weekly VRDNs (IMC Fertilizer, Inc.
             Project)/(Rabobank Nederland, Utrecht LOC)                                                     5,525,000
   2,795,000 Port St. Lucie, FL (Series 1997A) Weekly VRDNs (AMBAC INS)/(Merrill Lynch Capital
             Services, Inc. LIQ)                                                                            2,795,000
   3,970,000 Sarasota, FL, Educational Facilities Revenue Bonds (Series 1996) Weekly VRDNs
             (Ringling School of Art and Design, Inc.)/(SunTrust Bank, Central Florida LOC)                 3,970,000
   4,200,000 Seminole County, FL Health Facility Authority IDA (Series 1991) Weekly VRDNs (Florida
             Living Nursing Center)/(Barnett Bank, N.A. LOC)                                                4,200,000
   7,430,000 St. Lucie County, FL, IDR Bonds (Series 1985) Weekly VRDNs (Savannahs
             Hospital)/(Nationsbank, N.A., Charlotte LOC)                                                   7,430,000
   4,465,000 St. Petersburg, FL HFA, Refunding Revenue and Revenue Bonds (Series 1997) Weekly VRDNs
             (Manorah Manor)/(SunTrust Bank, Central Florida LOC)                                           4,465,000
   7,450,000 Sunshine State Governmental Finance Commission, FL, 3.50% CP (AMBAC INS)/(Toronto-
             Dominion Bank and Union Bank of Switzerland, Zurich LIQs), Mandatory Tender 8/11/1998          7,450,000
   5,855,000 Volusia County, FL HFA Weekly VRDNs (Fisherman's Landing)/(Mellon Bank N.A.,
             PittsburghLOC)                                                                                 5,855,000
             Total                                                                                        399,977,821
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
GEORGIA--3.4%
$  8,000,000 (b)Bibb County, GA, PT-199, 3.70% TOBs (Georgia State GTD)/(Bayerische Vereinsbank AG,
             Munich LIQ), Optional Tender 5/20/1999                                                    $    8,000,000
  22,000,000 Burke County, GA Development Authority (Series 1996), 3.80% TOBs (Oglethorpe Power
             Corp.), Optional Tender 11/2/1998                                                             22,000,000
  42,500,000 Burke County, GA Development Authority, PCR Bonds (Fourth Series 1994) Daily VRDNs
             (Georgia Power Co.)                                                                           42,500,000
   4,725,000 Burke County, GA Development Authority, Pollution Control Revenue Bonds (Series 1995)
             DailyVRDNs (Georgia Power Co.)                                                                 4,725,000
   2,000,000 Clayton County, GA Housing Authority, Revenue Refunding Bonds (Series 1992) Weekly
             VRDNs (Oxford Townhomes Project)/(Amsouth Bank N.A., Birmingham LOC)                           2,000,000
  10,000,000 Clayton County, GA (Series 1998), 4.25% Bonds, 8/1/1999                                       10,048,406
   1,500,000 De Kalb County, GA Development Authority (Series 1992) Weekly VRDNs (American Cancer
             Society, GA)/(SunTrust Bank, Atlanta LOC)                                                      1,500,000
   4,950,000 Douglas County, GA School District, 3.90% TANs, 12/31/1998                                     4,955,971
  12,145,000 Georgia State (Series 1995C) PA-249 Weekly VRDNs (Merrill Lynch Capital
             Services, Inc. LIQ)                                                                           12,145,000
             Total                                                                                        107,874,377
ILLINOIS--6.3%
  12,000,000 Chicago, IL Board of Education, Merlots (Series 1997E) Weekly VRDNs
             (AMBACINS)/(Corestates Bank N.A., Philadelphia, PA LIQ)                                       12,000,000
  20,000,000 Chicago, IL Board of Education, Variable Rate Certificates (Series 1996BB) Weekly
             VRDNs (MBIA INS)/(Bank of America NT and SA, San Francisco LIQ)                               20,000,000
   2,800,000 Chicago, IL Weekly VRDNs (Canadian Imperial Bank of Commerce, Toronto LOC)                     2,800,000
  20,000,000 Chicago, IL, MERLOTs (Series 1997 V) Weekly VRDNs (Chicago, IL Water Revenue
             Bonds)/(FGIC INS)/(Corestates Bank N.A., Philadelphia, PA LIQ)                                20,000,000
   9,905,000 Chicago, IL, Water Revenue Bonds (PT-129) Weekly VRDNs (FGIC INS)/(Merrill Lynch
             Capital Services, Inc. LIQ)                                                                    9,905,000
     350,000 Darien, IL IDA (Series 1989C) Weekly VRDNs (KinderCare Learning Centers, Inc.)/
             (Toronto-Dominion Bank LOC)                                                                      350,000
   3,800,000 Galesburg, IL (Series 1996) Weekly VRDNs (Knox College Project)/(Lasalle National
             Bank, Chicago LOC)                                                                             3,800,000
  12,500,000 Hopedale Village, IL (Series 1998) Weekly VRDNs (Hopedale Medical Foundation)/(Bank
             One, Illinois, N.A. LOC)                                                                      12,500,000
  11,900,000 Illinois Development Finance Authority Weekly VRDNs (Lyric Opera of Chicago)/(Caisse
             Nationale De Credit Agricole, Paris, Harris Trust & Savings Bank, Chicago, NBD Bank,
             Michigan and Northern Trust Co., Chicago, IL LOCs)                                            11,900,000
   3,000,000 Illinois Development Finance Authority Weekly VRDNs (Newlywed Food)/(Mellon Bank N.A.,
             Pittsburgh LOC)                                                                                3,000,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
ILLINOIS--CONTINUED
$  2,600,000 Illinois Development Finance Authority (Series 1997) Weekly VRDNs (Ada S. McKinley
             Community Services, Inc.)/(Harris Trust & Savings Bank, Chicago LOC)                      $    2,600,000
   6,000,000 (b)Illinois Development Finance Authority, PT-131 (Series 1995A), 3.95% TOBs
             (CatholicHealthPartners Services)/(Connie Lee INS)/(Credit Suisse First Boston LIQ),
             Mandatory Tender 10/1/1998                                                                     6,000,000
   5,000,000 Illinois Educational Facilities Authority, Revenue Bonds (Series 1995) Weekly VRDNs
             (Ravinia Festival Association (IL))/(NBD Bank, Michigan LOC)                                   5,000,000
  21,100,000 Illinois Health Facilities Authority Weekly VRDNs (OSF Health Care Systems)                   21,100,000
  15,000,000 Illinois Health Facilities Authority (Series 1998), 3.70% TOBs (Evanston Northwestern
             Healthcare Corp.), Mandatory Tender 6/1/1999                                                  15,000,000
  35,000,000 Illinois Health Facilities Authority, Revenue Bonds (Series 1985B) Weekly VRDNs (OSF
             Health Care Systems)/(Bank of America Illinois and Rabobank Nederland, Utrecht LIQs)          35,000,000
  20,700,000 Illinois Health Facilities Authority, Revenue Refunding Bonds (Series 1997B) Weekly
             VRDNs (Advocate Health Care Network)/(First National Bank of Chicago, Harris Trust &
             Savings Bank, Chicago and Northern Trust Co., Chicago, IL LIQs)                               20,700,000
   1,000,000 Illinois Health Facilities Authority, Revolving Fund Pooled Financing Program (Series
             1985F) Weekly VRDNs (NBD Bank, Michigan LOC)                                                   1,000,000
             Total                                                                                        202,655,000
INDIANA--2.2%
     665,000 Dale, IN IDA Weekly VRDNs (Spencer Industries)/(National City Bank, Kentucky LOC)                665,000
   5,000,000 Hamilton, IN Southeastern Schools, Temporary Loan Warrants, 3.80% TRANs, 12/31/1998            5,002,217
   5,000,000 Hammond Local Public Improvement Bond Bank, Advance Funding Program Notes
             (Series A-2), 4.30% TANs (Bank One, Indianapolis, N.A. LOC), 1/7/1999                          5,010,484
  32,000,000 Indiana Bond Bank, Advance Funding Program Notes (Series 1998 A-2), 4.00% TANs (Lasalle
             National Bank, Chicago LOC), 1/20/1999                                                        32,058,324
   1,355,000 Indiana Health Facilities Finance Authority Rehabilitation Center Weekly VRDNs
             (Crossroads Rehabilitation Center)/(Bank One, Indianapolis, N.A. LOC)                          1,355,000
   5,500,000 Indianapolis, IN Local Public Improvement Bond Bank, 4.25% TANs, 1/11/1999                     5,514,422
   4,735,000 Indianapolis, IN, Variable Rate Demand Economic Development Revenue Bonds (Series
             1995) Weekly VRDNs (Pleasant Run Children's Homes, Inc.)/(Fifth Third Bank, Cincinnati
             LOC)                                                                                           4,735,000
   4,900,000 Lafayette School Corp., IN, 4.20% TANs, 12/30/1998                                             4,906,242
   2,045,000 St. Joseph County, IN, Multi-Mode Variable Rate Economic Development Revenue Bonds
             (Series 1998) Weekly VRDNs (South Bend Heritage Foundation, Inc.)/(KeyBank, N.A. LOC)          2,045,000
   9,500,000 Vigo County, IN School Corporation, Temporary Loan Warrants, 3.80% TRANs, 12/30/1998           9,504,199
             Total                                                                                         70,795,888
IOWA--1.3%
  32,000,000 Iowa School Corporations (1998-99 Series A), 4.50% TRANs (FSA INS), 6/25/1999                 32,235,801
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
IOWA--CONTINUED
$ 10,000,000 Iowa School Corporations (Series 1997-98B), 4.25% TRANs (FSA INS), 1/28/1999              $   10,033,337
             Total                                                                                         42,269,138
KENTUCKY--1.6%
   1,110,000 Boone County, KY, Revenue Refunding Bonds Weekly VRDNs (Spring Meadow
             Associates)/(Huntington National Bank, Columbus, OH LOC)                                       1,110,000
   6,835,000 Jefferson County, KY (Series 1997) Weekly VRDNs (First Trust Restoration Partners)/
             (Bank One, Kentucky LOC)                                                                       6,835,000
   7,500,000 Jefferson County, KY, Adjustable Rate Industrial Building Revenue Refunding Bonds
             (Series 1997) Weekly VRDNs (Kosmos Cement Co. Partnership)/(Societe Generale, Paris
             LOC)       7,500,000
  35,000,000 Owensboro, KY (Series 1996) Weekly VRDNs (Owensboro Mercy Health System, Inc.
             Project)/(Bank of America Illinois LOC)                                                       35,000,000
             Total                                                                                         50,445,000
LOUISIANA--0.5%
     800,000 Calcasieu Parish, LA, IDB, PCR Bonds Weekly VRDNs (Citgo Petroleum
             Corp.)/(Westdeutsche Landesbank Girozentrale LOC) 800,000 6,950,000
   Louisiana PFA (Series 1985A) Weekly VRDNs (FGIC INS)/(Societe Generale, Paris
   LIQ) 6,950,000 4,000,000 Louisiana PFA (Series 1997D), 4.40% TRANs (Orleans
   Parish, LA School Board)/(Louisiana
             State GTD), 12/10/1998                                                                         4,007,874
   5,000,000 New Orleans, LA, Class A Certificates (Series 1998-1) Weekly VRDNs (AMBAC INS)/(Bank of
             New York, New York LIQ)                                                                        5,000,000
             Total                                                                                         16,757,874
MARYLAND--5.2%
   4,300,000 Anne Arundel County, MD (Series 1988) Weekly VRDNs (Oakland Hills L. P.
             Facility)/(First National Bank of Maryland, Baltimore LOC)                                     4,300,000
  55,700,000 Baltimore County, MD IDA, Variable Rate Demand Acquisition Program (Series 1986)
             WeeklyVRDNs (Baltimore Capital Acquisition)/(Bayerische Landesbank Girozentrale LOC)          55,700,000
   1,900,000 Baltimore County, MD Port Facility Monthly VRDNs (Occidental Petroleum Corp.)/(Morgan
             Guaranty Trust Co., New York LOC)                                                              1,900,000
   3,700,000 Baltimore, MD PCR Weekly VRDNs (SCM Plants, Inc.)/(Barclays Bank PLC, London LOC)              3,700,000
   2,000,000 Baltimore, MD, Variable Rate Demand/Fixed Rate Refunding Bond (1988 Issue) Weekly
             VRDNs (University West LP)/(First National Bank of Maryland, Baltimore LOC)                    2,000,000
     910,000 Elkton, MD, Revenue Refunding Bonds (Series 1992) Weekly VRDNs (Highway Service
             Ventures, Inc. Facility)/(First Union National Bank, Charlotte, N.C. LOC)                        910,000
   2,350,000 Harford County, MD (Series 1988) Weekly VRDNs (1001 Partnership Facility)/(First
             National Bank of Maryland, Baltimore LOC)                                                      2,350,000
   5,660,000 Howard County, MD (Series 1995) Weekly VRDNs (Bluffs at Clarys Forest
             Apartments)/(First National Bank of Maryland, Baltimore LOC)                                   5,660,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
MARYLAND--CONTINUED
$    200,000 Maryland EDC, Pooled Financing Revenue Bonds (Series 1995) Weekly VRDNs (Maryland
             Municipal Bond Fund)/(Nationsbank, N.A., Charlotte LOC)                                   $      200,000
   3,000,000 Maryland EDC, Variable Rate Demand/Fixed Rate Refunding Revenue Bonds (1997 Issue)
             Weekly VRDNs (Jenkins Memorial Nursing Home, Inc. Facility)/(First National Bank of
             Maryland, Baltimore LOC)                                                                       3,000,000
   5,400,000 Maryland Health & Higher Educational Facilities Authority (Series 1985B) Weekly VRDNs
             (First National Bank of Chicago LOC)                                                           5,400,000
   4,000,000 Maryland Health & Higher Educational Facilities Authority (Series 1998A) Weekly VRDNs
             (Charlestown Community)/(First Union National Bank, Charlotte, N.C. LOC)                       4,000,000
  12,800,000 Maryland Health & Higher Educational Facilities Authority, Revenue Bonds (Series 1994)
             Weekly VRDNs (University Physicians, Inc.)/(First National Bank of Maryland, Baltimore
             LOC)                                                                                          12,800,000
   3,895,000 Maryland State Community Development Administration, (PA-170) Weekly VRDNs (Merrill
             Lynch Capital Services, Inc. LIQ)                                                              3,895,000
  23,820,000 (b)Maryland State Community Development Administration (Series 1997), PT-123, 3.65%
             TOBs (Commerzbank AG, Frankfurt LIQ), Optional Tender 12/10/1998                              23,820,000
  19,655,000 Maryland State (Series 1998) PA-256 Weekly VRDNs (Merrill Lynch Capital
             Services, Inc. LIQ)                                                                           19,655,000
   4,000,000 Montgomery County, MD, EDR Weekly VRDNs (Howard Hughes Medical Center)                         4,000,000
  11,200,000 Montgomery County, MD, EDR Weekly VRDNs (U.S. Pharmacopeial Convention
             Facility)/(Chase Manhattan Bank N.A., New York LOC)                                           11,200,000
   3,755,000 Prince George County, MD (1997 Issue) Weekly VRDNs (Mona Branch Avenue Ltd.
             Partnership)/(First National Bank of Maryland, Baltimore LOC)                                  3,755,000
             Total                                                                                        168,245,000
MASSACHUSETTS--2.3%
  27,133,862 Clipper Tax Exempt Trust (Series A) Weekly VRDNs (Massachusetts State Lottery
             Commission)/(AMBAC INS)/(State Street Bank and Trust Co. LIQ)                                 27,133,862
  10,000,000 Framingham, MA, 4.00% BANs, 2/5/1999                                                          10,017,281
   6,500,000 Holden, MA, 4.00% BANs, 10/1/1998                                                              6,503,169
     800,000 Massachusetts HEFA (Series I) Weekly VRDNs (Harvard University)                                  800,000
   9,590,000 Massachusetts Turnpike Authority, Refunded-Guaranteed BANs (Series A), 5.00% Bonds
             (United States Treasury PRF), 6/1/1999                                                         9,682,614
   9,495,000 Massachusetts Turnpike Authority, Variable Rate Certificates (Series 1997N)
             WeeklyVRDNs (MBIA INS)/(Bank of America NT and SA, San Francisco LIQ)                          9,495,000
   3,100,000 North Reading, MA, 4.25% BANs, 9/30/1998                                                       3,101,814
   6,000,000 Pittsfield, MA, 4.10% BANs, 9/17/1998                                                          6,001,337
             Total                                                                                         72,735,077
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
MICHIGAN--3.8%
$  4,670,000 Clarkston Community Schools, MI, PA-175 Weekly VRDNs (MBIA INS)/(Merrill Lynch Capital
             Services, Inc. LIQ)                                                                       $    4,670,000
     800,000 Detroit, MI Water Supply System, Water Supply System Revenue and Revenue Refunding
             Bonds (Series 1993) Weekly VRDNs (FGIC INS)/(FGIC Securities Purchase, Inc. LIQ)                 800,000
   2,000,000 Garden City, MI HFA, Hospital Revenue Bonds (Series 1996A) Weekly VRDNs (Garden City
             Hospital, Osteopathic)/(First of America Bank, N.A. LOC)                                       2,000,000
   2,100,000 Grand Rapids, MI EDR, Floating/Fixed Rate Demand Bonds (Series 1983-B) Weekly VRDNs
             (Amway Grand Plaza Hotel Facilities)/(Old Kent Bank & Trust Co., Grand Rapids LOC)             2,100,000
   2,800,000 Grand Rapids, MI Water Supply System (Series 1993) Weekly VRDNs (FGIC INS)/(Societe
             Generale, Paris LIQ)                                                                           2,800,000
   2,100,000 Kent Hospital Finance Authority, MI (Series 1991A) Weekly VRDNs (Butterworth
             Hospital)/(Rabobank Nederland, Utrecht LOC)                                                    2,100,000
     925,000 Michigan Higher Education Facilities Authority, Variable Rate Demand Limited
             Obligation Revenue Bonds (Series 1997) Weekly VRDNs (Davenport College of
             Business)/(Old Kent Bank& Trust Co., Grand Rapids LOC)                                           925,000
  10,000,000 Michigan State Building Authority (Series 1), 3.70% CP (Canadian Imperial Bank of
             Commerce, Toronto LOC), Mandatory Tender 10/1/1998                                            10,000,000
   2,200,000 Michigan State Hospital Finance Authority (Series A) Weekly VRDNs (First of America
             Bank,N.A. LOC)                                                                                 2,200,000
  16,000,000 Michigan State Hospital Finance Authority (Series A) Weekly VRDNs (OSF Health
             CareSystems)                                                                                  16,000,000
   3,000,000 Michigan State Hospital Finance Authority, Hospital Equipment Loan Program Bonds
             (SeriesA) Weekly VRDNs (First of America Bank, N.A. LOC)                                       3,000,000
  19,650,000 Michigan State Hospital Finance Authority, MERLOTs (Series 1997A) Weekly VRDNs
             (Detroit Medical Center Obligated Group)/(AMBAC INS)/(Corestates Bank N.A.,
             Philadelphia, PA LIQ)                                                                         19,650,000
   3,000,000 Michigan State Housing Development Authority (Series 1991) Weekly VRDNs (Regency
             Square Apartments)/(National Australia Bank, Ltd., Melbourne LOC)                              3,000,000
  15,451,800 Michigan State Housing Development Authority, MERLOTs (Series G) Weekly VRDNs
             (MBIA INS)/(Corestates Bank N.A., Philadelphia, PA LIQ)                                       15,451,800
  15,000,000 Michigan State, GO UT, 4.50% TRANs, 9/30/1998                                                 15,020,905
  11,000,000 Michigan Strategic Fund, Limited Obligation PCR Bonds (Series 1993) Weekly VRDNs
             (Allied-Signal, Inc.)                                                                         11,000,000
     890,000 Michigan Strategic Fund, Limited Obligation Revenue Bonds (Series 1991) Weekly VRDNs
             (Martin Luther Memorial Home, Inc.)/(Bank One, Indianapolis, N.A. LOC)                           890,000
   2,800,000 Michigan Strategic Fund, Limited Obligation Revenue Bonds (Series 1995) Weekly VRDNs
             (Wellness Plan Project)/(NBD Bank, Michigan LOC)                                               2,800,000
   2,000,000 Michigan Strategic Fund, PA-334 (Collateralized Series 1998AA) Weekly VRDNs
             (Detroit Edison Co.)/(MBIA INS)/(Merrill Lynch Capital Services, Inc. LIQ)                     2,000,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
MICHIGAN--CONTINUED
$  2,000,000 Michigan Strategic Fund, Variable Rate Demand Limited Obligation Revenue Bonds
             (Series1997B) Weekly VRDNs (NSF International)/(First of America Bank, N.A. LOC)          $    2,000,000
   2,695,000 Ottawa County, MI Economic Development Corp., Limited Obligation Revenue Bonds
             (Series1995B) Weekly VRDNs (Sunset Manor, Inc. Project)/(Old Kent Bank & Trust Co.,
             GrandRapids LOC)                                                                               2,695,000
             Total                                                                                        121,102,705
MINNESOTA--4.5%
  14,400,000 Becker, MN, PCR (Series 1993-B), 3.60% CP (Northern States Power
Co.),
             MandatoryTender11/12/1998                                                                     14,400,000
  10,300,000 Burnsville, MN, Variable Rate Demand Revenue Bonds (Series 1996) Weekly VRDNs
             (YMCAProjects)/(Norwest Bank Minnesota, N.A. LOC)                                             10,300,000
   3,300,000 DDSB Municipal Securities Trusts (Series 1994O) Weekly VRDNs (Richfield, MN
             ISD280)/(U.S. Bank, N.A., Minneapolis LIQ)                                                     3,300,000
   6,390,000 DDSB Municipal Securities Trusts (Series 1994T Weekly VRDNs (Osseo, MN ISD 279)/
             (U.S. Bank, N.A., Minneapolis LIQ)                                                             6,390,000
  11,000,000 DDSB Municipal Securities Trusts (Series 1994V) Weekly VRDNs (St. Louis Park
             Healthsystem, MN)/(Norwest Bank Minnesota, N.A. LIQ)                                          11,000,000
   7,000,000 East Grand Forks, MN ISD 595, 3.90% Bonds (Minnesota State GTD), 6/30/1999                     7,009,188
   3,200,000 Hennepin Co. MN (Series 1995C) Weekly VRDNs                                                    3,200,000
   4,250,000 MN Municipal Securities Trust (Series 1996F), Floating Rate Certificates Weekly VRDNs
             (Lakeville, MN ISD 194)/(Norwest Bank Minnesota, N.A. LIQ)                                     4,250,000
  11,735,000 Minneapolis CDA, Revenue Refunding Bonds (Series 1995) Weekly VRDNs (Walker Methodist
             Health Center, Inc. Project)/(U.S. Bank, N.A., Minneapolis LOC)                               11,735,000
   5,500,000 Minneapolis, MN (Series 1993) Weekly VRDNs (Market Square Real Estate, Inc.)/(Norwest
             Bank Minnesota, N.A. LOC)                                                                      5,500,000
   6,000,000 Minneapolis, MN, Variable Rate Housing Revenue Bonds Weekly VRDNs (One Ten Grant
             Project)/(U.S. Bank, N.A., Minneapolis LOC)                                                    6,000,000
  12,000,000 Minneapolis, MN, Various Purpose Bonds (Series 1996) Weekly VRDNs (Bayerische
             Vereinsbank AG, Munich LIQ)                                                                   12,000,000
  15,500,000 Minneapolis/St. Paul, MN Metropolitan Airports Commission MuniTOPS (Series 1998-6)
             Weekly VRDNs (AMBAC INS)/(ABN AMRO Bank N.V., Amsterdam LOC)                                  15,500,000
   1,000,000 Norman County, MN ISD No. 2854, 4.00% Bonds (Minnesota State GTD), 7/1/1999                    1,001,827
   6,500,000 Rochester, MN Health Care Facility Authority Weekly VRDNs (Mayo Foundation)/(Rabobank
             Nederland, Utrecht LIQ)                                                                        6,500,000
  13,000,000 Rochester, MN Health Care Facility Authority Weekly VRDNs (Mayo Foundation)/(Rabobank
             Nederland, Utrecht LIQ)                                                                       13,000,000
  13,500,000 Rosemount, MN, PCR (Series 1984) Weekly VRDNs (Koch Refining Co.)                             13,500,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
MINNESOTA--CONTINUED
$    100,000 St. Paul, MN Port Authority (Series 1991) Weekly VRDNs (West Gate Office)/(U.S. Bank,
             N.A., Minneapolis LOC)                                                                    $      100,000
             Total                                                                                        144,686,015
MISSISSIPPI--0.1%
   1,482,500 Hinds County, MS (Series 1991) Weekly VRDNs (North State St. Project)/(Amsouth Bank
             N.A., Birmingham LOC)                                                                          1,482,500
MISSOURI--1.6%
   1,025,000 Little Blue Valley Sewer District, MO, Sewer System Revenue Bonds (Series 1998B), 3.75%
             Bonds (AMBAC INS), 10/1/1998                                                                   1,025,000
   1,580,000 Little Blue Valley Sewer District, MO, Sewer System Revenue Bonds (Series 1998), 3.75%
             Bonds (AMBAC INS), 10/1/1998                                                                   1,580,000
   5,000,000 Missouri State HEFA Weekly VRDNs (Barnes Hospital)/(Morgan Guaranty Trust Co.,
             New York LOC)                                                                                  5,000,000
  15,000,000 Missouri State HEFA (Series 1997N), 4.50% TRANs (St. Louis, MO School District),
             9/14/1998                                                                                     15,010,391
   3,000,000 Missouri State HEFA, Health Facilities Revenue Bonds (Series 1989A) Weekly VRDNs
             (Sisters of Mercy Health Corp. (Michigan & Iowa))/(ABN AMRO Bank N.V., Amsterdam,
             Credit Suisse First Boston and Rabobank Nederland, Utrecht LIQs)                               3,000,000
  11,100,000 Missouri State HEFA, Health Facilities Revenue Bonds (Series 1989C) Weekly VRDNs
             (Sisters of Mercy Health Corp. (Michigan & Iowa))/(ABN AMRO Bank N.V., Amsterdam,
             Credit Suisse First Boston and Rabobank Nederland, Utrecht LIQs)                              11,100,000
  11,000,000 Missouri State HEFA, Health Facilities Revenue Bonds (Series 1996A) Weekly VRDNs
             (Deaconess Long Term Care of Missouri)/(Bank One, Texas N.A. LOC)                             11,000,000
   4,200,000 Poplar Bluff, MO IDA (Series 1987) Weekly VRDNs (Gates Rubber Co.)/(NBD Bank,
             MichiganLOC)                                                                                   4,200,000
     455,000 Springfield, MO Public Building Corp., Leasehold Revenue Refunding and Improvement
             Bonds (Series 1998), 3.70% Bonds (Springfield-Branson Regional Airport)/(AMBAC INS),
             3/1/1999                                                                                         455,000
             Total                                                                                         52,370,391
MULTI STATE--2.4%
  14,556,245 ABN AMRO Chicago Corp. 1997-1 LeaseTOPS Trust Weekly VRDNs (Lasalle National Bank,
             Chicago LIQ)/(Lasalle National Bank, Chicago LOC)                                             14,556,245
  35,299,000 Clipper Tax Exempt Trust (Non-AMT Multistate), (Series A) Weekly VRDNs
             (MBIAINS)/(State Street Bank and Trust Co. LIQ)                                               35,299,000
  19,081,010 Equity Trust II, (1996 Series) Weekly VRDNs (Republic National Bank of New York LOC)          19,081,010
   7,417,000 PBCC LeaseTOPS Trust (Multistate Non-AMT) (Series 1998-2) Weekly VRDNs
             (AMBACINS)/(Pitney Bowes Credit Corp. LIQ)                                                     7,417,000
             Total                                                                                         76,353,255
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
NEVADA--0.2%
$  7,500,000 ABN AMRO MuniTOPS Certificates Trust 1998-1, (Multistate Non-AMT) Weekly VRDNs (Nevada
             State)/(MBIA INS)/(ABN AMRO Bank N.V., Amsterdam LIQ)                                     $    7,500,000
NEW JERSEY--4.1%
     764,500 Clark Township, NJ, 3.95% BANs, 3/25/1999                                                        765,452
   2,000,000 Clark Township, NJ, 3.95% TANs, 3/25/1999                                                      2,002,490
   7,500,000 Essex County, NJ Improvement Authority, Project Revenue Bonds (Series 1995)
             WeeklyVRDNs (Essex County, NJ)/(AMBAC INS)/(Morgan Guaranty Trust Co., New York LIQ)           7,500,000
  10,500,000 New Jersey EDA Weekly VRDNs (Center-For-Aging--Applewood Estates)/(Fleet National
             Bank, Springfield, MA LOC)                                                                    10,500,000
   7,530,000 New Jersey State Educational Facilities Authority (Series 1998) FR/RI-A33 Trust
             Receipts Weekly VRDNs (AMBAC INS)/(National Westminster Bank, PLC, London LIQ)                 7,530,000
  11,760,000 New Jersey State Transportation Trust Fund Agency, Trust Receipts FR/RI-A37
             WeeklyVRDNs (AMBAC INS)/(National Westminster Bank, PLC, London LIQ)                          11,760,000
  13,675,000 New Jersey State (Series 1998) FR/RI-A34 Trust Receipts Weekly VRDNs
             (NationalWestminster Bank, New Jersey LIQ)                                                    13,675,000
  12,295,000 New Jersey State, (Series D) PA-262 Weekly VRDNs (Merrill Lynch Capital
             Services, Inc. LIQ)                                                                           12,295,000
  13,000,000 New Jersey State, PA-265 Weekly VRDNs (Merrill Lynch Capital Services, Inc. LIQ)              13,000,000
  44,300,000 New Jersey State, Trust Receipts (Series 1998 FR/RI-A8) Weekly VRDNs (Bayerische
             Hypotheken-Und Wechsel-Bank AG LIQ)                                                           44,300,000
   4,950,000 Pennsauken Township, NJ (Series A, 1997), 4.00% BANs, 8/3/1998                                 4,950,026
   3,500,000 Springfield Township, NJ, 3.80% BANs, 3/5/1999                                                 3,502,991
             Total                                                                                        131,780,959
NEW YORK--1.8%
   1,430,000 Metropolitan Transportation Authority, New York, Trust Receipts (Series 1997 FR/RI-9)
             Weekly VRDNs (FGIC INS)/(Bank of New York, New York LIQ)                                       1,430,000
     500,000 New York City Municipal Water Finance Authority, Trust Receipts (Series 1997 FR/RI-6)
             Weekly VRDNs (MBIA INS)/(Bank of New York, New York LIQ)                                         500,000
  10,000,000 New York City Municipal Water Finance Authority, Trust Receipts (Series 1998 FR/RI-10)
             Weekly VRDNs (FSA INS)/(Bank of New York, New York LIQ)                                       10,000,000
  16,960,000 New York City Municipal Water Finance Authority, Trust Receipts (Series 1998 FR/RI-11)
             Weekly VRDNs (FSA INS)/(Bank of New York, New York LIQ)                                       16,960,000
  11,200,000 New York City Municipal Water Finance Authority, Water and Sewer System Revenue Bonds
             (Series 1995 A) Daily VRDNs (FGIC INS)/(FGIC Securities Purchase, Inc. LIQ)                   11,200,000
  11,780,000 (b)New York State Dormitory Authority, PT-192, 3.75% TOBs (Cornell University)/(Banco
             Santander SA LIQ), Optional Tender 5/13/1999                                                  11,780,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
NEW YORK--CONTINUED
$    695,000 New York State Medical Care Facilities Finance Agency (Series 1992 B PT-100)
             DailyVRDNs (FHA INS)/(Credit Suisse First Boston LIQ)                                     $      695,000
   4,995,000 (b)New York State Mortgage Agency, PT-164, 3.675% TOBs (Banque Nationale de Paris LIQ),
             Optional Tender 3/18/1999                                                                      4,995,000
             Total                                                                                         57,560,000
NORTH CAROLINA--2.5%
   9,000,000 Clipper, NC Tax-Exempt Trust Weekly VRDNs (North Carolina State)/(State Street Bank
             and Trust Co. LIQ)                                                                             9,000,000
  15,000,000 Martin County, NC IFA (Series 1993) Weekly VRDNs (Weyerhaeuser Co.)                           15,000,000
   2,050,000 North Carolina Medical Care Commission, Revenue Bonds (Series 1993) Weekly VRDNs
             (Moses H. Cone Memorial)                                                                       2,050,000
  32,845,000 North Carolina State (Series 1998A) PA-342 Weekly VRDNs (Merrill Lynch Capital
             Services, Inc. LIQ)                                                                           32,845,000
  20,000,000 Wake County, NC Industrial Facilities & PCFA (Series 1990A), 3.70% CP (Carolina Power
             & Light Co.)/(First National Bank of Chicago LOC), Mandatory Tender 8/25/1998                 20,000,000
             Total                                                                                         78,895,000
OHIO--3.6%
   1,760,000 Akron, Bath & Copley, OH Joint Township Weekly VRDNs (Visiting Nurses)/(National City
             Bank, Ohio LOC)                                                                                1,760,000
  26,560,000 Banc One Capital Higher Education Tax-Exempt Income Trust (Series 2 Certificates of
             Ownership) Weekly VRDNs (Bank One, Kentucky LOC)                                              26,560,000
   2,000,000 Clark County, OH, Multifamily Housing Revenue Bonds (Series 1997) Weekly VRDNs (Ohio
             Masonic Home)/(Huntington National Bank, Columbus, OH LOC)                                     2,000,000
   3,400,000 Cuyahoga County, OH Hospital Authority (Series 1997D) Daily VRDNs
             (Cleveland Clinic)/(Bank of America NT and SA, San Francisco LIQ)                              3,400,000
   8,635,000 Cuyahoga County, OH Hospital Authority (Series 1998B) Weekly VRDNs
             (Cleveland Clinic)/(Chase Manhattan Bank N.A., New York LIQ)                                   8,635,000
   2,000,000 Cuyahoga County, OH Hospital Authority (Series C) Weekly VRDNs (Cleveland
             Clinic)/(Bank of America NT and SA, San Francisco LIQ)                                         2,000,000
     185,000 Franklin County, OH Hospital Facility Authority (Series 1992) Weekly VRDNs
             (Wesley Glenn, Inc.)/(Fifth Third Bank, Cincinnati LOC)                                          185,000
   8,910,000 Greene County, OH, Various Purpose Limited Tax General Obligation Certificates of
             Indebtedness (Series 1998C), 3.75% BANs, 3/25/1999                                             8,918,319
     215,000 Lucas County, OH, Hospital Improvement Revenue Weekly VRDNs (Sunshine Children's
             Home)/(National City Bank, Ohio LOC)                                                             215,000
   1,080,000 Mahoning County, OH, Housing Revenue Bonds (Series 1995) Weekly VRDNs (Copeland Oaks
             Project)/(Bank One, Ohio, N.A. LOC)                                                            1,080,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
OHIO--CONTINUED
$    770,000 Marion County, OH Hospital Authority (Series 1991) Weekly VRDNs (Marion County, OH
             Pooled Hospital Program)/(Bank One, Ohio, N.A. LOC)                                       $      770,000
     650,000 Montgomery County, OH IDA Weekly VRDNs (Center-Plex Venture)/(KeyBank, N.A. LOC)                 650,000
   1,835,000 Montgomery County, OH, Adjustable Rate Economic Development Revenue Refunding Bonds
             (Series 1997) Weekly VRDNs (Cross Country Inns, Inc.)/(Bank One, Ohio, N.A. LOC)               1,835,000
   4,720,000 Montgomery County, OH, Variable Rate Limited Obligation Revenue Bonds (Series 1996)
             Weekly VRDNs (Society of St. Vincent De Paul)/(National City Bank, Ohio LOC)                   4,720,000
   1,585,000 Montgomery, OH IDA Weekly VRDNs (Bethesda Two Limited Partnership)/(Huntington
             National Bank, Columbus, OH LOC)                                                               1,585,000
   5,000,000 New Albany, OH Community Authority, Adjustable Rate Multi-Purpose Infrastructure
             Improvement Bonds (Series A) Weekly VRDNs (Huntington National Bank, Columbus,OHLOC)           5,000,000
   1,000,000 Ohio State Air Quality Development Authority (Series 1988A) Weekly VRDNs
             (PPG Industries, Inc.)                                                                         1,000,000
  10,000,000 Ohio State Water Development Authority, Pollution Control Revenue Refunding Bonds
             (Series1997) Weekly VRDNs (Philip Morris Cos., Inc.)                                          10,000,000
  16,500,000 Ottawa County, OH, 4.00% BANs, 8/6/1999                                                       16,550,820
   5,560,000 Ottawa County, OH, Regional Water System Improvement, 4.10% BANs, 8/6/1998                     5,560,356
   1,900,000 Rickenbacker, OH Port Authority (Series 1992) Weekly VRDNs (Rickenbacker
             Holdings,Inc.)/(Bank One, Ohio, N.A. LOC)                                                      1,900,000
   8,295,000 Summit County, OH (Series A), 4.50% BANs, 6/3/1999                                             8,345,209
     950,000 Twinsburg, OH IDA Weekly VRDNs (Carl J. Massara Project)/(KeyBank, N.A. LOC)                     950,000
   1,795,000 Wayne County, OH, Health Care Facility Revenue Bonds (Series 1995) Weekly VRDNs
             (D & M Realty Project)/(Bank One, Ohio, N.A. LOC)                                              1,795,000
             Total                                                                                        115,414,704
OKLAHOMA--2.7%
  30,000,000 Oklahoma State Industrial Authority, Flexible Rate Hospital Revenue Bonds (Series
             1990B) Weekly VRDNs (Baptist Medical Center, OK)/(Morgan Guaranty Trust Co., New York
             LIQ)                                                                                          30,000,000
  47,175,000 Oklahoma State Industrial Authority, Health System Revenue Bonds (Series 1995A) Weekly
             VRDNs (Baptist Medical Center, OK)/(Morgan Guaranty Trust Co., New York LIQ)                  47,175,000
  10,940,000 Tulsa, OK International Airport, Variable Rate Certificates (Series 1997B-2) Weekly
             VRDNs (MBIA INS)/(Bank of America NT and SA, San Francisco LIQ)                               10,940,000
             Total                                                                                         88,115,000
OREGON--2.1%
   3,235,000 Clackamas County, OR HFA (Series 1984), 3.75% TOBs (Kaiser Permanente Medical Care
             Program), Optional Tender 10/1/1998                                                            3,235,000
  10,000,000 Multnomah County, OR School District (Series 1998), 4.25% TRANs, 6/30/1999                    10,052,786
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
OREGON--CONTINUED
$ 10,875,000 Oregon State (Series 73F) Weekly VRDNs (Morgan Guaranty Trust Co., New York LOC)          $   10,875,000
  30,000,000 Oregon State, Veteran's Welfare Bonds (Series 73E) Weekly VRDNs (Morgan Guaranty
             TrustCo., New York LOC)                                                                       30,000,000
  11,900,000 Oregon State, Veteran's Welfare Bonds (Series 73H) Weekly VRDNs (Morgan Guaranty
             TrustCo., New York LOC)                                                                       11,900,000
             Total                                                                                         66,062,786
PENNSYLVANIA--9.0%
   4,560,000 Allegheny County, PA IDA, Commercial Development Revenue Bonds (Series 1992) Weekly
             VRDNs (Eleven Parkway Center Associates)/(Mellon Bank N.A., Pittsburgh LOC)                    4,560,000
   4,250,000 Beaver County, PA IDA, PCR Refunding Bonds (1992 Series-E), 3.80% CP (Toledo Edison
             Co.)/(Toronto-Dominion Bank LOC), Mandatory Tender 12/1/1998                                   4,250,000
   5,100,000 Beaver County, PA IDA, PCR Refunding Bonds (1994 Series), 3.60% CP (Duquesne Light
             PowerCo.)/(Swiss Bank Corp., Basle LOC), Mandatory Tender 8/24/1998                            5,100,000
   3,000,000 Clinton County, PA, IDA Weekly VRDNs (Armstrong World Industries, Inc.)/(Mellon Bank
             N.A., Pittsburgh LOC)                                                                          3,000,000
   7,650,000 Commonwealth of Pennsylvania, PA-274 (1st Series of 1997) Weekly VRDNs
             (AMBACINS)/(Merrill Lynch Capital Services, Inc. LIQ)                                          7,650,000
   5,975,000 Commonwealth of Pennsylvania, Trust Receipts (Series 1998 FR/RI-A9) Weekly VRDNs (MBIA
             INS)/(Bayerische Hypotheken-Und Wechsel-Bank Ag LIQ)                                           5,975,000
   5,000,000 Cumberland County, PA Municipal Authority (Series 1994), 3.75% TOBs (United Methodist
             Homes for the Aging)/(PNC Bank, N.A. LOC), Optional Tender 6/1/1999                            5,000,000
   4,000,000 Dallastown Area School District, PA, G.O. Bonds (Series 1998) Weekly VRDNs (FGIC INS)/
             (FGIC Securities Purchase, Inc. LIQ)                                                           4,000,000
   7,500,000 Dauphin County, PA General Authority, (Education and Health Loan Program, Series 1997)
             Weekly VRDNs (AMBAC INS)/(Chase Manhattan Bank N.A., New York LIQ)                             7,500,000
   4,500,000 Dauphin County, PA General Authority (Series A of 1997) Weekly VRDNs (Allhealth Pooled
             Financing Program)/(FSA INS)/(Credit Suisse First Boston LIQ)                                  4,500,000
   3,900,000 Delaware County Authority, PA, Hospital Revenue Bonds (Series of 1996) Weekly VRDNs
             (Crozer-Chester Medical Center)/(KBC Bank N.V., Brussels LOC)                                  3,900,000
   9,000,000 Doylestown Hospital Authority, PA, Doylestown Hospital Revenue Bonds Weekly VRDNs
             (AMBAC INS)/(PNC Bank, N.A. LIQ)                                                               9,000,000
  10,000,000 East Hempfield Township, PA IDA (Series of 1997) Weekly VRDNs (Mennonite
             Home)/(Dauphin Deposit Bank and Trust LOC)                                                    10,000,000
   1,500,000 Easton Area School District, PA (Series 1997) Weekly VRDNs (FGIC INS)/(FGIC Securities
             Purchase, Inc. LIQ)                                                                            1,500,000
  12,000,000 Erie County, PA Hospital Authority Weekly VRDNs (St. Vincent Health System)/(Mellon
             BankN.A., Pittsburgh LOC)                                                                     12,000,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
PENNSYLVANIA--CONTINUED
$ 18,000,000 Lancaster County, PA Hospital Authority, Health Center Revenue Bonds (Series 1996)
             WeeklyVRDNs (Masonic Homes)                                                               $   18,000,000
   4,565,000 Lehigh County, PA General Purpose Authority, Revenue Bonds (Series 1990) Weekly VRDNs
             (Phoebe Terrace, Inc.)/(Corestates Bank N.A., Philadelphia, PA LOC)                            4,565,000
   4,875,000 Moon Township, PA IDA Weekly VRDNs (Airport Hotel Associates)/(National City,
             Pennsylvania LOC)                                                                              4,875,000
   2,150,000 New Castle, PA Area Hospital Authority (Series 1996) Weekly VRDNs (Jameson Memorial
             Hospital)/(FSA INS)/(PNC Bank, N.A. LIQ)                                                       2,150,000
   4,900,000 North Lebanon Township, PA, Municipal Authority Mortgage Bonds Weekly VRDNs
             (GraceCommunity, Inc.)/(Corestates Bank N.A., Philadelphia, PA LOC)                            4,900,000
   3,000,000 North Penn Health, Hospital and Education Authority, PA, Hospital Revenue Bonds
             (Series1998) Weekly VRDNs (North Penn Hospital, PA)/(First Union National Bank,
             Charlotte,N.C. LOC)                                                                            3,000,000
   2,500,000 Northampton County, PA Higher Education Authority, PA-176 Weekly VRDNs
             (MBIAINS)/(Merrill Lynch Capital Services, Inc. LIQ)                                           2,500,000
  18,705,000 Pennsylvania Housing Finance Authority, PT-119A (Series 1997-56C) Weekly VRDNs
             (CreditSuisse First Boston LIQ)                                                               18,705,000
   2,000,000 Pennsylvania State Higher Education Facilities Authority (Series B1), 4.50% TOBs
             (Allentown College of St. Francis de Sales)/(PNC Bank, N.A. LOC), Mandatory Tender
             11/1/1998                                                                                      2,003,047
   3,000,000 Pennsylvania State Higher Education Facilities Authority (Series B2), 4.50% TOBs
             (CarlowCollege)/(PNC Bank, N.A. LOC), Mandatory Tender 11/1/1998                               3,004,571
   3,245,000 (b)Pennsylvania State University, PT-157 (Series 1992), 3.75% TOBs (Rabobank
             Nederland, Utrecht LIQ), Optional Tender 1/14/1999                                             3,245,000
  33,900,000 Philadelphia, PA Gas Works (Series C), 3.60% CP (Canadian Imperial Bank of Commerce,
             Toronto LOC), Mandatory Tender 9/17/1998 33,900,000 6,870,000
   Philadelphia, PA IDA (Series 93) Weekly VRDNs (Sackett Development)/(Mellon
   Bank N.A.,
             Pittsburgh LOC)                                                                                6,870,000
  15,100,000 Philadelphia, PA Redevelopment Authority, Multi-Family Revenue Bonds (Series 1985)
             WeeklyVRDNs (Franklin Town Towers)/(Marine Midland Bank N.A., Buffalo, NY LOC)                15,100,000
  22,000,000 Philadelphia, PA School District (Series B), 4.25% TRANs (PNC Bank, N.A. LOC),
             6/30/1999                                                                                     22,120,082
  18,475,000 Philadelphia, PA Water & Wastewater System (Series 1997A) PT-1033 Weekly VRDNs (AMBAC
             INS)/(Merrill Lynch Capital Services, Inc. LOC)                                               18,475,000
  18,000,000 Philadelphia, PA, 4.25% TRANs, 6/30/1999                                                      18,097,320
   9,800,000 Sayre, PA, Health Care Facilities Authority Weekly VRDNs (VHA of Pennsylvania)/
             (AMBAC INS)/(Mellon Bank N.A., Pittsburgh LIQ)                                                 9,800,000
   6,000,000 Sayre, PA, Health Care Facilities Authority (Series F) Weekly VRDNs
             (VHA of Pennsylvania)/(AMBAC INS)/(Mellon Bank N.A., Pittsburgh LIQ)                           6,000,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
PENNSYLVANIA--CONTINUED
$  4,125,000 Washington County, PA Authority Weekly VRDNs (Eye & Ear Hospital)/(PNC Bank, N.A. LOC)    $    4,125,000
             Total                                                                                        289,370,020
PUERTO RICO--0.2%
   7,500,000 Commonwealth of Puerto Rico, Municipal Securities Trust Receipts (Series 1998-CMC4)
             Weekly VRDNs (MBIA INS)/(Chase Manhattan Corp. LIQ)                                            7,500,000
TENNESSEE--2.2%
  25,000,000 Chattanooga, TN HEFA Weekly VRDNs (McCallie School)/(SunTrust Bank, Atlanta LOC)              25,000,000
   6,100,000 Chattanooga, TN HEFA Weekly VRDNs (Sisken Hospital)/(Nationsbank of Tennessee LOC)             6,100,000
   1,800,000 Jackson County, TN IDB (Series B) Daily VRDNs (Esselte AB)/(Bank of America Illinois
             LOC)                                                                                           1,800,000
   5,600,000 Knox County, TN Health Education & Housing Facilities Board, Adjustable Rate Hospital
             Facilities Revenue Bonds (Series 1996A) Weekly VRDNs (Mercy Health Systems)/
             (Credit Suisse First Boston LIQ)                                                               5,600,000
   5,150,000 Maury County, TN HEFA (Series 1996E) Weekly VRDNs (Southern Healthcare Systems,
             Inc.)/(Bank One, Texas N.A. LOC)                                                               5,150,000
   8,775,000 Memphis, TN Center City Revenue Finance Corp. (Series 1996A) Weekly VRDNs
             (SouthBluffs)/(National Bank of Commerce, Memphis, TN LOC)                                     8,775,000
   2,700,000 Memphis, TN, General Improvement Refunding Bonds (Series 1995A) Weekly VRDNs
             (Westdeutsche Landesbank Girozentrale LOC)                                                     2,700,000
   1,700,000 Metropolitan Government Nashville & Davidson County, TN HEFA (Series 1996)
             WeeklyVRDNs (Dede Wallace Center Project)/(SunTrust Bank, Nashville LOC)                       1,700,000
   4,080,000 Metropolitan Government Nashville & Davidson County, TN HEFA, Educational Facilities
             Revenue Bonds (Series 1997) Weekly VRDNs (Belmont University Project)/
             (SunTrust Bank, Nashville LOC)                                                                 4,080,000
   3,000,000 Montgomery Co, TN Public Building Authority, Pooled Financing Revenue Bonds (Series
             1996) Weekly VRDNs (Montgomery County Loan)/(Nationsbank, N.A., Charlotte LOC)                 3,000,000
   2,700,000 Roane, TN IDB, (Series 1982) Monthly VRDNs (Fortafil Fibers, Inc. Project)/(ABN AMRO
             Bank N.V., Amsterdam LOC)                                                                      2,700,000
   3,500,000 Sevier County, TN Public Building Authority, Local Government Public Improvement Bonds
             (Series II-G-3) Weekly VRDNs (Maryville, TN)/(AMBAC INS)/(KBC Bank
   N.V., Brussels LIQ) 3,500,000 1,825,000 Washington County, TN IDB, Revenue
   Refunding Bonds (Series 1996) Weekly VRDNs
             (Springbrook Properties Project)/(SunTrust Bank, Nashville LOC)                                1,825,000
             Total                                                                                         71,930,000
TEXAS--3.9%
   8,950,000 Aldine, TX Independent School District (Series 1997) SGB-29 Weekly VRDNs
             (TexasPermanent School Fund Guarantee Program GTD)/(Societe Generale, Paris LIQ)               8,950,000
  10,890,000 Aldine, TX Independent School District (Series 1997) SGB-30 Weekly VRDNs
             (TexasPermanent School Fund Guarantee Program GTD)/(Societe Generale, Paris LIQ)              10,890,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
TEXAS--CONTINUED
$ 16,800,000 Austin, TX Utilities System (Series 1997) PT-127 Weekly VRDNs (FSA INS)/(Merrill Lynch
             Capital Services, Inc. LIQ)                                                               $   16,800,000
   3,330,000 Dallas, TX (Series C), 3.70% TOBs, Optional Tender 6/15/1999                                   3,330,000
     400,000 Grapevine, TX, IDC, SimuFlite Training International Project (Series 1993) Weekly
             VRDNs (Southern Air Transport, Inc.)/(Bank of Montreal LOC)                                      400,000
     600,000 Harris County, TX HFDC, Hospital Revenue Bonds (Series 1997) Daily VRDNs
             (MethodistHospital, Harris County, TX)                                                           600,000
  19,140,000 Hurst-Euless-Bedford, TX Independent School District, PT-1050 Weekly VRDNs (Texas
             Permanent School Fund Guarantee Program GTD)/(Merrill Lynch Capital Services, Inc.
             LIQ)                                                                                          19,140,000
   1,620,000 North Richland Hills, TX IDC Weekly VRDNs (Tecnol, Inc.)/(Nationsbank, N.A., Charlotte
             LOC)                                                                                           1,620,000
  18,000,000 Plano ISD, TX, Variable Rate Unlimited Tax School Building Bonds (Series 1997), 3.55%
             TOBs (Texas Permanent School Fund Guarantee Program GTD)/(Union Bank of Switzerland,
             ZurichLIQ), Mandatory Tender 8/10/1998                                                        18,000,000
   4,970,000 TX Pooled Tax Exempt Trust, Certificates of Participation (Series 1996) Weekly VRDNs
             (Bank One, Texas N.A. LOC)                                                                     4,970,000
  33,745,000 Texas Small Business Industrial Development Corp. (Series 1986) Weekly VRDNs
             (TexasPublic Facilities Capital Access Program)/(KBC Bank N.V., Brussels LOC)                 33,745,000
   8,500,000 Texas State (Series A), 4.75% TRANs, 8/31/1998                                                 8,506,117
             Total                                                                                        126,951,117
VERMONT--0.0%
   1,000,000 Vermont Educational and Health Buildings Financing Agency (Series 1995A) Weekly VRDNs
            (KeyBank, N.A. LOC)                                                                             1,000,000
VIRGINIA--0.7%
   6,420,000 Alexandria, VA Redevelopment and Housing Authority (Series 1996A) Weekly VRDNs (Glebe
             Park Apartments Project)/(KBC Bank N.V., Brussels LOC)                                         6,420,000
   3,800,000 Arlington County, VA Weekly VRDNs (Ballston Public Parking)/(Citibank NA, New York
             LOC)                                                                                           3,800,000
   4,000,000 Fairfax County, VA EDA (Series 1995) Weekly VRDNs (American Society of Civil Engineers
             Foundation, Inc. Project)/(Mellon Bank N.A., Pittsburgh LOC)                                   4,000,000
   9,600,000 York County, VA IDA (Series 1985), 3.70% CP (Virginia Electric Power Co.), Mandatory
             Tender10/16/1998                                                                               9,600,000
             Total                                                                                         23,820,000
WASHINGTON--0.1%
   2,200,000 Port of Seattle, WA, IDR Bonds (Series 1985) Weekly VRDNs (Douglas
Management Co.
             Project)/(Mellon Bank N.A., Pittsburgh LOC)                                                    2,200,000
   1,935,000 Washington State Housing Finance Commission (1997 Series 5N-S), 3.85% TOBs, Mandatory
             Tender 12/15/1998                                                                              1,935,000
             Total                                                                                          4,135,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
WEST VIRGINIA--0.3%
$  7,870,000 Cabell County Commission, WV, Life Care Facilities Multi-Option Revenue Bonds (Series
             1995) Weekly VRDNs (Foster Foundation)/(Huntington National Bank, Columbus, OH LOC)       $    7,870,000
   3,000,000 Marshall County, WV, PCR (Series 1992) Weekly VRDNs (PPG Industries, Inc.)                     3,000,000
             Total                                                                                         10,870,000
WISCONSIN--2.4%
   1,800,000 Appleton, WI Area School District, 4.05% BANs, 11/10/1998                                      1,800,372
   3,250,000 Hancock, WI, Industrial Development Revenue Refunding Bonds (Series 1996) Weekly VRDNs
             (Ore-Ida Foods, Inc.)/(Heinz (H.J.) Co. GTD)                                                   3,250,000
   5,175,000 Kettle Moraine, WI School District, 4.10% TRANs, 8/31/1998                                     5,175,656
   6,700,000 Menomonee Falls, WI School District, 4.10% TRANs, 8/28/1998                                    6,700,714
  28,100,000 Milwaukee, WI, Trust Receipts (Series 1998) Daily VRDNs (National Westminster Bank,
             PLC, London LIQ)                                                                              28,100,000
   7,900,000 New Berlin, WI, 4.10% TRANs, 8/27/1998                                                         7,901,199
   3,750,000 Verona, WI Area School District, 3.95% TRANs, 8/26/1998                                        3,750,048
  21,590,000 Wisconsin Health and Educational Facilities Authority, MERLOTs (Series 1997B)
             WeeklyVRDNs (Sinai Samaritan Medical Center, Inc.)/(MBIA INS)/(Corestates Bank N.A.,
             Philadelphia, PA LIQ)                                                                         21,590,000
             Total                                                                                         78,267,989
WYOMING--0.1%
   2,235,000 Douglas, WY, IDR Bonds, 3.80% TOBs (Safeway, Inc.)/(Bankers Trust Co., New York LOC),
             Mandatory Tender 12/1/1998                                                                     2,235,000
   1,125,000 Natrona County, WY, Hospital Revenue, 5.525% TOBs (Grainger (W.W.), Inc.), Optional
             Tender 12/1/1998                                                                               1,125,000
             Total                                                                                          3,360,000
             TOTAL INVESTMENTS (AT AMORTIZED COST)(C)                                                  $3,261,320,015
</TABLE>
    
   
(a) The Fund invests in securities rated in the highest short-term rating
category by one or more nationally recognized statistical rating organizations
("NRSROs") or unrated securities of comparable quality. An NRSRO's highest
rating category is determined without regard for sub- categories and gradations.
For example, securities rated SP-1+ or SP-1 by Standard & Poor's, MIG-1 or
VMIG-1 by Moody's Investors Service, Inc., or F-1+ or F-1 by Fitch IBCA, Inc.
are all considered rated in the highest short-term rating category. Securities
rated in the highest short-term rating category (and unrated securities of
comparable quality) are identified as First Tier securities. The Fund follows
applicable regulations in determining whether a security is rated and whether a
security rated by multiple NRSROs in different rating categories should be
identified as a First Tier security. At July 31, 1998, the portfolio securities
were rated as follows:

  Tier Rating Based on Total Market Value (Unaudited)

FIRST TIER     SECOND TIER
  100.0%            0%

(b) Denotes a restricted security which is subject to restrictions on resale
under Federal Securities laws. At July 31, 1998, these securities amounted to
$153,178,020 which represents 4.8% of net assets.

(c) Cost for federal tax purposes $3,261,457,294.

Note: The categories of investments are shown as a percentage of net assets

($3,220,286,184) at July 31, 1998.

The following acronyms are used throughout this portfolio:

AMBAC --American Municipal Bond Assurance Corporation BANs --Bond Anticipation
Notes CAPMAC--Capital Municipal Assurance Corporation COL --Collateralized CP
- --Commercial Paper EDA --Economic Development Authority EDC --Economic
Development Commission EDR --Economic Development Revenue FGIC --Financial
Guaranty Insurance Company FHA --Federal Housing Administration FSA --Financial
Security Assurance GNMA --Government National Mortgage Association GO --General
Obligation GTD --Guaranty HEFA --Health and Education Facilities Authority HFA
- --Housing Finance Authority HFDC --Health Facility Development Corporation IDA
- --Industrial Development Authority IDB --Industrial Development Bond IDC
- --Industrial Development Corporation IDR --Industrial Development Revenue IFA
- --Industrial Finance Authority INS --Insured ISD --Independent School District
LIQ --Liquidity Agreement LOCs --Letter(s) of Credit LOC --Letter of Credit LP
- --Limited Partnership MBIA --Municipal Bond Investors Assurance PCR --Pollution
Control Revenue PLC --Public Limited Company PRF --Prerefunded RANs --Revenue
Anticipation Notes SA --Support Agreement TANs --Tax Anticipation Notes TOBs
- --Tender Option Bonds TRANs --Tax and Revenue Anticipation Notes UT --Unlimited
Tax VHA --Veterans Housing Administration VRDNs --Variable Rate Demand Notes
    

(See Notes which are an integral part of the Financial Statements)

STATEMENT OF ASSETS AND LIABILITIES

TAX-FREE OBLIGATIONS FUND

JULY 31, 1998
   
<TABLE>
<S>                                                                                   <C>          <C>
ASSETS:
Total investments in securities, at amortized cost and value (tax cost $3,261,457,294)             $3,261,320,015
Cash                                                                                                    2,204,877
Income receivable                                                                                      22,125,232
Prepaid expenses                                                                                          110,018
Total assets                                                                                        3,285,760,142
LIABILITIES:
Payable for investments purchased                                                      $57,429,740
Payable for shares redeemed                                                                562,493
Income distribution payable                                                              7,023,164
Accrued expenses                                                                           458,561
Total liabilities                                                                                      65,473,958
NET ASSETS for 3,220,252,875 shares outstanding                                                    $3,220,286,184
NET ASSETS CONSIST OF:
Paid in capital                                                                                    $3,220,252,875
Undistributed net investment income                                                                        (6,573)
Accumulated net realized gain on investments                                                               39,882
Total net assets                                                                                   $3,220,286,184
NET ASSETS VALUE, OFFERING PRICE, AND REDEMPTION PROCEEDS PER SHARE:
INSTITUTIONAL SHARES:
$2,279,769,954 / 2,279,756,872 shares outstanding                                                           $1.00
INSTITUTIONAL SERVICE SHARES:
$940,516,230 / 940,496,003 shares outstanding                                                               $1.00
</TABLE>
    

(See Notes which are an integral part of the Financial Statements)

STATEMENT OF OPERATIONS

TAX-FREE OBLIGATIONS FUND

YEAR ENDED JULY 31, 1998
   
<TABLE>
<S>                                                     <C>           <C>          <C>
INVESTMENT INCOME:
Interest                                                                           $94,553,456
EXPENSES:
Investment advisory fee $ 5,174,140 Administrative personnel and services fee
1,951,404 Custodian fees 1,923 Transfer and dividend disbursing agent fees and
expenses 72,461 Directors'/Trustees' fees 17,746 Auditing fees 13,842 Legal fees
32,982 Portfolio accounting fees 230,793 Shareholder services fee--Institutional
Shares 4,610,695 Shareholder services fee--Institutional Service Shares
1,856,980 Share registration costs 249,291 Printing and postage 76,487 Insurance
premiums 113,779 Taxes 12 Miscellaneous 15,006 Total expenses 14,417,541 Waivers
- -- Waiver of investment advisory fee $(2,661,895) Waiver of shareholder services
fee--Institutional Shares (4,610,695) Total waivers (7,272,590) Net expenses
7,144,951 Net investment income 87,408,505 Net realized gain on investments
131,365 Change in net assets resulting from operations $87,539,870 </TABLE>     

(See Notes which are an integral part of the Financial Statements)

STATEMENT OF CHANGES IN NET ASSETS

TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
                                                                                               Year Ended July31,
                                                                                            1998               1997
<S>                                                                                   <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS--
Net investment income                                                                 $     87,408,505  $     72,319,761
Net realized gain (loss) on investments ($145,964 net gain and $107,581 net loss,
respectively, as computed for federal income tax purposes)                                     131,365            (9,927)
Change in net assets resulting from operations                                              87,539,870        72,309,834
DISTRUBUTIONS TO SHAREHOLDERS--
Distributions from net investment income
Institutional Shares                                                                       (63,605,236)      (56,940,629)
Institutional Service Shares                                                               (23,803,270)      (15,379,132)
Change in net assets resulting from distributions to shareholders                          (87,408,506)      (72,319,761)
SHARE TRANSACTIONS--
Proceeds from sale of shares                                                            16,237,569,274    12,978,635,504
Net asset value of shares issued to shareholders in payment of distributions declared       12,646,067         9,465,909
Cost of shares redeemed                                                                (15,092,223,527)  (12,847,315,602)
Change in net assets resulting from share transactions                                   1,157,991,814       140,785,811
Change in net assets                                                                     1,158,123,178       140,775,884
NET ASSETS:
Beginning of period                                                                      2,062,163,006     1,921,387,122
End of period (including undistributed net investment income of
$0 and $24,515, respectively)                                                         $  3,220,286,184  $  2,062,163,006
</TABLE>
    

(See Notes which are an integral part of the Financial Statements)

NOTES TO FINANCIAL STATEMENTS

TAX-FREE OBLIGATIONS FUND
   
JULY 31, 1998
    
ORGANIZATION

Money Market Obligations Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act") as an open-end, management
investment company. The Trust consists of six portfolios. The financial
statements included herein are only those of Tax-Free Obligations Fund (the
"Fund"). The financial statements of the other portfolios are presented
separately. The assets of each portfolio are segregated and a shareholder's
interest is limited to the portfolio in which shares are held. The investment
objective of the Fund is to provide dividend income exempt from federal regular
income tax consistent with stability of principal.

The Fund offers two classes of shares: Institutional Shares and Institutional
Service Shares.

SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.

INVESTMENT VALUATIONS

The Fund uses the amortized cost method to value its portfolio securities in
accordance with Rule 2a-7 under the Act.

INVESTMENT INCOME, EXPENSES, AND DISTRIBUTIONS

Interest income and expenses are accrued daily. Bond premium and discount, if
applicable, are amortized as required by the Internal Revenue Code, as amended
(the "Code"). Distributions to shareholders are recorded on the ex- dividend
date.

Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing book/tax
treatments of partnerships. The following reclassifications have been made
to the financial statements.
   
INCREASE (DECREASE)
ACCUMULATED       UNDISTRIBUTED NET
NET REALIZED         INVESTMENT
 GAIN/LOSS             INCOME
  $31,087            $(31,087)
    

Net investment income, net realized gains/losses, and net assets were not
affected by this reclassification.

FEDERAL TAXES

It is the Fund's policy to comply with the provisions of the Code applicable to
regulated investment companies and to distribute to shareholders each year
substantially all of its income. Accordingly, no provisions for federal tax are
necessary.     At July 31, 1998, the Fund, for federal tax purposes, had a
capital loss carryforward of $17,686, which will reduce the Fund's taxable
income arising from future net realized gain on investments, if any, to the
extent permitted by the Code, and thus will reduce the amount of the
distributions to shareholders which would otherwise be necessary to relieve the
Fund of any liability for federal tax. Pursuant to the Code, such capital loss
carryforward will expire in 2005      WHEN-ISSUED AND DELAYED DELIVERY
TRANSACTIONS

The Fund may engage in when-issued or delayed delivery transactions. The Fund
records when-issued securities on the trade date and maintains security
positions such that sufficient liquid assets will be available to make payment
for the securities purchased. Securities purchased on a when-issued or delayed
delivery basis are marked to market daily and begin earning interest on the
settlement date.

RESTRICTED SECURITIES

Restricted securities are securities that may only be resold upon registration
under federal securities laws or in transactions exempt from such registration.
Many restricted securities may be resold in the secondary market in transactions
exempt from registration. In some cases, the restricted securities may be resold
without registration upon exercise of a demand feature. Such restricted
securities may be determined to be liquid under criteria established by the
Board of Trustees. The Fund will not incur any registration costs upon such
resales. Restricted securities are valued at amortized cost in accordance with
Rule 2a-7 under the Investment Company Act of 1940.     Additional information
on each restricted security held at July 31, 1998, is as follows:

<TABLE>
<CAPTION>
SECURITY                                                       ACQUISITION DATE  ACQUISITION COST
<S>                                                              <C>             <C>
Alaska International Airports System, (Series 1998A)               7/22/1998      $14,333,176
Alaska State Housing Finance Corp., PT-202                         6/26/1998        7,205,000
Bibb County, GA, PT-199                                            6/19/1998        8,000,000
California Community College Financing Authority,
Trust Receipts (Series 1998 FR/RI-A24)                             7/16/1998       20,000,000
Illinois Development Finance Authority, PT-131 (Series 1995A)      10/2/1997        6,000,000
Los Angeles County, CA Unified School District,
Trust Receipts, FR/RI-A26                                           7/1/1998       53,800,000
Maryland State Community Development Administration, (Series 1997) 1/13/1998       23,820,000
New York State Dormitory Authority, PT-192                          6/5/1998       11,780,000
New York State Mortgage Agency, PT-164                             3/25/1998        4,995,000
Pennsylvania State University, PT-157 (Series 1992)                1/29/1998        3,245,000
</TABLE>
    

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts of assets, liabilities, expenses, and revenues reported in
the financial statements. Actual results could differ from those estimated.

OTHER

Investment transactions are accounted for on the trade date.

SHARES OF BENEFICIAL INTEREST
   
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At July 31, 1998, capital paid-in aggregated $3,220,252,875.
     Transactions in shares were as follows:     <TABLE> <CAPTION>
                                                                          YEAR ENDED JULY 31,
                                                                         1998             1997
INSTITUTIONAL SHARES
<S>                                                                <C>               <C>
Shares sold                                                          12,763,472,990   11,143,842,232
Shares issued to shareholders in payment of distributions declared        8,791,413        7,389,962
Shares redeemed                                                     (11,966,763,689) (11,192,024,289)
Net change resulting from Institutional Share transactions              805,500,714      (40,792,095)
<CAPTION>
                                                                          YEAR ENDED JULY 31,
                                                                         1998             1997
INSTITUTIONAL SERVICE SHARE
<S>                                                                <C>               <C>
Shares sold                                                          3,474,096,284     1,834,793,272
Shares issued to shareholders in payment of distributions declared       3,854,654         2,075,947
Shares redeemed  (3,125,459,838) (1,655,291,313)
Net change resulting from Institutional Service Share transactions      52,491,100       181,577,906
Net change resulting from share transactions                         1,157,991,814       140,785,811
</TABLE>
    

INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE

Federated Management, the Fund's investment adviser (the "Adviser"), receives
for its services an annual investment advisory fee equal to 0.20% of the Fund's
average daily net assets. The Adviser may voluntarily choose to waive any
portion of its fee. The Adviser can modify or terminate this voluntary waiver at
any time at its sole discretion.

ADMINISTRATIVE FEE

Federated Services Company ("FServ"), under the Administrative Services
Agreement, provides the Fund with administrative personnel and services. The fee
paid to FServ is based on the level of average aggregate daily net assets of all
funds advised by subsidiaries of Federated Investors, Inc. for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

SHAREHOLDER SERVICES FEE

Under the terms of a Shareholder Services Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to 0.25% of average daily net assets
of the Fund for the period. The fee paid to FSS is used to finance certain
services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive any portion of its fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion.

TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES

Fserv, through its subsidiary, Federated Shareholder Services Company ("FSSC")
serves as transfer and dividend disbursing agent for the Fund. The fee paid to
FSSC is based on the size, type, and number of accounts and transactions made by
shareholders.

PORTFOLIO ACCOUNTING FEES

FServ maintains the Fund's accounting records for which it receives a fee. The
fee is based on the level of the Fund's average daily net assets for the period,
plus out-of-pocket expenses.

INTERFUND TRANSACTIONS
   
During the period ended July 31, 1998, the Fund engaged in purchase and sale
transactions with funds that have a common investment adviser (or affiliated
investment advisers), common Directors/Trustees, and/or common Officers. These
purchase and sale transactions were made at current market value pursuant to
Rule 17a-7 under the Act amounting to $5,316,380,000 and $4,618,988,437,
respectively.      GENERAL

Certain of the Officers and Trustees of the Trust are Officers and Directors or
Trustees of the above companies.
   
YEAR 2000 (UNAUDITED)

Similar to other financial organizations, the Fund could be adversely affected
if the computer systems used by the Fund's service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. The Fund's Adviser and Administrator are taking measures that they
believe are reasonably designed to address the Year 2000 issue with respect to
computer systems that they use and to obtain reasonable assurances that
comparable steps are being taken by each of the Fund's other service providers.
At this time, however, there can be no assurance that these steps will be
sufficient to avoid any adverse impact to the Fund.
    
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of
MONEY MARKET OBLIGATIONS TRUST
(Tax-Free Obligations Fund):
   
We have audited the accompanying statement of assets and liabilities of Tax-
Free Obligations Fund (an investment portfolio of Money Market Obligations
Trust, a Massachusetts business trust), including the schedule of portfolio
investments, as of July 31, 1998, the related statement of operations for the
year then ended, the statement of changes in net assets for each of the two
years in the period then ended, and the financial highlights for the periods
presented. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of July
31, 1998, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Tax-Free Obligations Fund (an investment portfolio of Money Market Obligations
Trust) as of July 31, 1998, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended, and its financial highlights for the periods presented, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
September 25, 1998
    
Tax-Free
Obligations Fund

(A Portfolio of Money Market Obligations Trust)

Institutional Shares

   

PROSPECTUS
SEPTEMBER 30, 1998

    

An Open-End Management
Investment Company

TAX-FREE
OBLIGATIONS FUND
INSTITUTIONAL SHARES

   

Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

    

DISTRIBUTOR

   

Federated Securities Corp.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

    

INVESTMENT ADVISER

   

Federated Management
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

    

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

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Federated Shareholder Services Company
P.O. Box 8600
Boston, MA 02266-8600

INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP
2100 One PPG Place
Pittsburgh, PA 15222

Federated Securities Corp., Distributor
1-800-341-7400
www.federatedinvestors

Cusip 60934N401
   
9110207A-IS (9/98)
    









Tax-Free Obligations Fund

(A Portfolio of Money Market Obligations Trust)
Institutional Service Shares

PROSPECTUS

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

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

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

   

The Fund has also filed a Statement of Additional Information dated September
30, 1998, with the Securities and Exchange Commission ("SEC"). The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information or a paper copy of this prospectus, if you have received
your prospectus electronically, free of charge by calling 1-800-341-7400. To
obtain other information, or make inquiries about the Fund, contact the Fund at
the address listed in the back of this prospectus. The Statement of Additional
Information, material incorporated by reference into this document, and other
information regarding the Fund is maintained electronically with the SEC at
Internet Web site (http://www.sec.gov).

    

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

   

PROSPECTUS DATED SEPTEMBER 30, 1998

    

TABLE OF CONTENTS

Summary of Fund Expenses   1

Financial Highlights-Institutional Service Shares   2

General Information   3

Year 2000 Statement   3

Investment Information   3

Investment Objective   3

Investment Policies   3

Municipal Securities   5

Investment Risks   5

Investment Limitations   5

Fund Information   6

Management of the Fund   6

Distribution of Institutional Service Shares    6

Administration of the Fund   7

Net Asset Value   7

How to Purchase Shares   7

Purchasing Shares by Wire   7

Purchasing Shares by Check   8

Invest-by-Phone   8

How to Redeem Shares   8

Redeeming Shares by Telephone   8

Redeeming Shares by Mail   8

Account and Share Information   9

Dividends   9

Capital Gains   9

Account Activity   9

Accounts with Low Balances   9

Voting Rights   9

Tax Information   9

Federal Income Tax   9

State and Local Taxes   10

Other Classes of Shares   10

Performance Information   10

Last Meeting of Shareholders   11

Financial Highlights-Institutional Shares   12

Financial Statements  13

Report of Independent Public Accountants   43



SUMMARY OF FUND EXPENSES
   
<TABLE>
<CAPTION>

                                  INSTITUTIONAL SERVICE SHARES
                                SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                        <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)              None
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of
 offering price)                                                                           None
Contingent Deferred Sales Charge (as a percentage of original purchase
 price or redemption proceeds, as applicable)                                              None
Redemption Fee (as a percentage of amount redeemed, if applicable)                         None
Exchange Fee                                                                               None
<CAPTION>
                                  ANNUAL OPERATING EXPENSE
                           (As a percentage of average net asset)
<S>                                                                                <C>     <C>
Management Fee (after waiver)(1)                                                           0.10%
12b-1 Fee                                                                                  None
Total Other Expenses                                                                       0.35%
Shareholder Services Fee                                                            0.25%
Total Operating Expenses(2)                                                                0.45%

</TABLE>
    


 (1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.20%.

 (2) The total operating expenses would have been 0.55% absent the voluntary
waiver of a portion of the management fee.

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



EXAMPLE
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period.
1 Year                                                                $ 5
3 Years                                                               $14
5 Years                                                               $25
10 Years                                                              $57


    


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


FINANCIAL HIGHLIGHTS-INSTITUTIONAL SERVICE SHARES

TAX-FREE OBLIGATIONS FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 43.
   
<TABLE>
<CAPTION>
                                                      YEAR ENDED JULY 31,
                                           1998        1997     1996      1995    1994(A)
<S>                                        <C>       <C>       <C>       <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD       $ 1.00    $ 1.00    $ 1.00    $ 1.00   $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                        0.03      0.03      0.03      0.03    0.002
LESS DISTRIBUTIONS
Distributions from net investment income    (0.03)    (0.03)    (0.03)    (0.03)  (0.002)
NET ASSET VALUE, END OF PERIOD             $ 1.00    $ 1.00    $ 1.00    $ 1.00   $ 1.00
TOTAL RETURN(B)                              3.25%     3.24%     3.29%     3.39%    0.18%
RATIOS TO AVERAGE NET ASSETS
Expenses                                     0.45%     0.45%     0.45%     0.45%    0.39%*
Net investment income                        3.20%     3.19%     3.22%     3.48%    3.04%*
Expense waiver/reimbursement(c)              0.10%     0.10%     0.11%     0.14%    0.15%*
SUPPLEMENTAL DATA
Net assets, end of period (000 omitted)  $940,516  $587,983  $406,408  $252,016  $25,148
</TABLE>
    


 * Computed on an annualized basis.

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

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)



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 Board of
Trustees (the "Trustees") has 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, financial intermediaries, and institutional
investors as a convenient means of accumulating an interest in a professionally
managed portfolio investing primarily in short-term municipal securities. The
Fund may not be a suitable investment for retirement plans because it invests in
municipal securities. A minimum initial investment of $1,000,000 over a one-year
period is required.

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

   

YEAR 2000 STATEMENT

Like other mutual funds and business organizations worldwide, the Fund's service
providers (among them, the adviser, distributor, administrator, and transfer
agent) must ensure that their computer systems are adjusted to properly process
and calculate date-related information from and after January 1, 2000. Many
software programs and, to a lesser extent, the computer hardware in use today
cannot distinguish the year 2000 from the year 1900. Such a design flaw could
have a negative impact in the handling of securities trades, pricing, and
accounting services. The Fund and its service providers are actively working on
necessary changes to computer systems to deal with the year 2000 issue and
believe that systems will be year 2000 compliant when required. Analysis
continues regarding the financial impact of instituting a year 2000 compliant
program on the Fund's operations.

    


INVESTMENT INFORMATION

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide dividend income exempt from
federal regular income tax consistent with stability of principal. This
investment objective cannot be changed without shareholder approval. While there
is no assurance that the Fund will achieve its investment objective, it
endeavors to do so by complying with the diversification and other requirements
of Rule 2a-7 under the Investment Company Act of 1940 which regulates money
market mutual funds and by following the investment policies described in this
prospectus.

INVESTMENT POLICIES

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

ACCEPTABLE INVESTMENTS

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

* tax and revenue anticipation notes issued to finance working capital needs in
anticipation of receiving taxes or other revenues;

* bond anticipation notes that are intended to be refinanced through a later
issuance of longer-term bonds;

* municipal commercial paper and other short-term notes;

* variable rate demand notes;

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

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

VARIABLE RATE DEMAND NOTES

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

PARTICIPATION INTERESTS

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

MUNICIPAL LEASES

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

CREDIT ENHANCEMENT

Certain of the Fund's acceptable investments may be credit-enhanced by a
guaranty, letter of credit, or insurance. Any bankruptcy, receivership, default,
or change in the credit quality of the party providing the credit enhancement
will adversely affect the quality and marketability of the underlying security
and could cause losses to the Fund and affect its share price. The Fund may have
more than 25% of its total assets invested in securities credit-enhanced by
banks.

DEMAND FEATURES

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

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

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

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

RESTRICTED AND ILLIQUID SECURITIES

The Fund may invest in restricted securities, and, as a matter of fundamental
investment policy which cannot be changed without shareholder approval, will
limit such investments to 10% of its net assets. This restriction is not
applicable to restricted securities determined to be liquid under criteria
established by the Trustees. Restricted securities are any securities in which
the Fund may invest pursuant to its investment objective and policies but which
are subject to restrictions on resale under federal securities law. As a matter
of non-fundamental investment policy, the Fund will limit investments in
illiquid securities including restricted securities not determined to be liquid,
and non-negotiable time deposits, to 10% of its net assets.

TEMPORARY INVESTMENTS

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

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

MUNICIPAL SECURITIES

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

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

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

INVESTMENT RISKS

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

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

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

INVESTMENT LIMITATIONS

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


FUND INFORMATION

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES

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

INVESTMENT ADVISER

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

ADVISORY FEES

The adviser receives an annual investment advisory fee equal to 0.20% of the
Fund's average daily net assets. The adviser may voluntarily choose to waive a
portion of its fee or reimburse other expenses of the Fund, but reserves the
right to terminate such waiver or reimbursement at any time at its sole
discretion.

ADVISER'S BACKGROUND

   

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

Federated Management and other subsidiaries of Federated Investors, Inc. serve
as investment advisers to a number of investment companies and private accounts.
Certain other subsidiaries also provide administrative services to a number of
investment companies. With over $120 billion invested across ^ore than 300 funds
under management and/or administration by its subsidiaries, as of December 31,
1997, Federated Investors, Inc. is one of the largest mutual fund investment
managers in the United States. With more than 2,000 employ ees, Federated
continues to be led by the management who founded the company in 1955. Federated
funds are presently at work in and through approximately 4,000 financial
institutions nationwide.

    

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interests. Among other things, the codes: require preclearance
and periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES

   

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

    

SHAREHOLDER SERVICES

   

The Fund has entered into a Shareholder Services Agreement with Federated
Shareholder Services, a subsidiary of Federated Investors, Inc., under which the
Fund may make payments up to 0.25% of the average daily net asset value of its
shares, computed at an annual rate, to obtain certain personal services for
shareholders and to maintain shareholder accounts. From time to time and for
such periods as deemed appropriate, the amount stated above may be reduced
voluntarily. Under the Shareholder Services Agreement, Federated Shareholder
Services will either perform shareholder services directly or will select
financial institutions to perform shareholder services. Financial institutions
will receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.

    

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS

In addition to payments made pursuant to the Shareholder Services Agreement,
Federated Securities Corp. and Federated Shareholder Services, from their own
assets, may pay financial institutions supplemental fees for the performance of
substantial sales services, distribution-related support services, or
shareholder services. The support may include sponsoring sales, educational and
training seminars for their employees, providing sales literature, and
engineering computer software programs that emphasize the attributes of the
Fund. Such assistance will be predicated upon the amount of shares the financial
institution sells or may sell, and/or upon the type and nature of sales or
marketing support furnished by the financial institution. Any payments made by
the distributor may be reimbursed by the Fund's investment adviser or its
affiliates.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES

   

Federated Services Company, a subsidiary of Federated Investors, Inc., provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Fund at an annual rate which
relates to the average aggregate daily net assets of all funds advised by
affiliates of Federated Investors, Inc. specified below:
    

Maximum              Average Aggregate
  Fee                 Daily Net Assets
 0.150%           on the first $250 million
 0.125%            on the next $250 million
 0.100%            on the next $250 million
 0.075%        on assets in excess of $750 million



The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Services Company may choose voluntarily to waive a portion of its fee.


NET ASSET VALUE

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

   

The net asset value is determined at 12:00 noon, 3:00 p.m. (Eastern time), and
as of the close of trading (normally 4:00 p.m., Eastern time) on the New York
Stock Exchange, Monday through Friday, except on New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, and Christmas Day.

    


HOW TO PURCHASE SHARES

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

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone. The
minimum initial investment is $1,000,000. However, an account may be opened with
a smaller amount as long as the minimum is reached within one year of opening
the account. Financial institutions may impose different minimum investment
requirements on their customers.

PURCHASING SHARES BY WIRE

   

Shares may be purchased by Federal Reserve wire by calling the Fund before 3:00
p.m. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m. (Eastern
time) in order to begin earning dividends that same day. Federal funds should be
wired as follows: Federated Shareholder Services Company, c/o State Street Bank
and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit to: Tax-Free
Obligations Fund - Institutional Service Shares; Fund Number (this number can be
found on the account statement or by contacting the Fund); Group Number or Order
Number; Nominee or Institution Name; and ABA Number 011000028. Shares cannot be
purchased by wire on holidays when wire transfers are restricted. Questions on
wire purchases should be directed to your shareholder services representative at
the telephone number listed on your account statement.

    

PURCHASING SHARES BY CHECK

   

Shares may be purchased by sending a check to Federated Shareholder Services
Company, P.O. Box 8600, Boston, MA 02266-8600. The check should be made payable
to: Tax-Free Obligations Fund - Institutional Service Shares. Please include an
account number on the check. Orders by mail are considered received when payment
by check is converted into federal funds (normally the business day after the
check is received), and shares begin earning dividends the next day.

    

INVEST-BY-PHONE

Once an account has been opened, a shareholder may use Invest-by-Phone for
investments if an authorization form has been filed with Federated Shareholder
Services Company, the transfer agent for shares of the Fund. Approximately two
weeks after sending the form to Federated Shareholder Services Company, the
shareholder may call Federated Shareholder Services Company to purchase shares.
Federated Shareholder Services Company will send a request for monies to the
shareholder's commercial bank, savings bank, or credit union ("bank") via the
Automated Clearing House. The shareholder's bank, which must be an Automated
Clearing House member, will then forward the monies to Federated Shareholder
Services Company. The purchase is normally entered the next business day after
the initial phone request. For further information and an application, call the
Fund.


HOW TO REDEEM SHARES

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

REDEEMING SHARES BY TELEPHONE

   

Redemptions in any amount may be made by calling the Fund provided the Fund has
a properly completed authorization form. These forms can be obtained from
Federated Securities Corp. Proceeds from redemption requests received before
12:00 noon (Eastern time) will be wired the same day to the shareholder's
account at a domestic commercial bank which is a member of the Federal Reserve
System, but will not include that day's dividend. Proceeds from redemption
requests received after that time include that day's dividend but will be wired
the following business day. Under limited circumstances, arrangements may be
made with the distributor for same-day payment of proceeds, without that day's
dividend, for redemption requests received after 12:00 noon (Eastern time).
Proceeds from redemption requests on holidays when wire transfers are restricted
will be wired the following business day. Questions about telephone redemptions
on days when wire transfers are restricted should be directed to your
shareholder services representative at the telephone number listed on your
account statement.

    

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

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

REDEEMING SHARES BY MAIL

Shares may be redeemed in any amount by mailing a written request to: Federated
Shareholder Services Company, P.O. Box 8600, Boston, MA 02266- 8600. If share
certificates have been issued, they should be sent unendorsed with the written
request by registered or certified mail to the address noted above.

The written request should state: the Fund name and the class designation; the
account name as registered with the Fund; the account number; and the number of
shares to be redeemed or the dollar amount requested. All owners of the account
must sign the request exactly as the shares are registered. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the receipt of a proper written redemption request. Dividends
are paid up to and including the day that a redemption request is processed.

Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Fund or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a commercial
or savings bank, trust company, or savings association whose deposits are
insured by an organization which is administered by the Federal Deposit
Insurance Corporation; a member firm of a domestic stock exchange; or any other
"eligible guarantor institution," as defined in the Securities Exchange Act of
1934. The Fund does not accept signatures guaranteed by a notary public.


ACCOUNT AND SHARE INFORMATION

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund. Shares purchased by wire before
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 capital gains at least once every 12 months.

ACCOUNT ACTIVITY

Shareholders will receive periodic statements reporting all account activity,
including dividends paid. The Fund will not issue share certificates.

    

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 $1,000,000 due to
shareholder redemptions. Before shares are redeemed to close an account, the
shareholder is notified in writing and allowed 30 days to purchase additional
shares to meet the minimum requirement.

VOTING RIGHTS

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

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

   

As of September 3, 1998, Naidot & Co. organized in the state of New Jersey owned
34.90% of the voting securities of the Institutional Service Shares of the Fund,
and, therefore, may, for certain purposes, be deemed to control the Fund and be
able to affect the outcome of certain matters presented for a vote of
shareholders.

    


TAX INFORMATION

FEDERAL INCOME TAX

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

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

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

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

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


STATE AND LOCAL TAXES
   

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

    


OTHER CLASSES OF SHARES

   

The Fund also offers another class of shares. Institutional Shares are sold at
net asset value primarily to entities holding shares in an agency or fiduciary
capacity, financial institutions, financial intermediaries, and institutional
investors and are subject to a minimum initial investment of $1,000,000.

Both classes are subject to certain of the same expenses. Institutional Shares
are distributed with no 12b-1 Plan but are subject to shareholder services fees.

    

Expense differences between classes may affect the performance of each class.

To obtain more information and a prospectus for any other class, investors may
call 1-800-341-7400.


PERFORMANCE INFORMATION

From time to time, the Fund advertises its yield, effective yield, tax-
equivalent yield, and total return. The performance figures will be calculated
separately for each class of shares.

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

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

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


   

LAST MEETING OF SHAREHOLDERS

A Special Meeting of Trust shareholders was held on April 23, 1998. On February
24, 1998, the record date for shareholders voting at the meeting, there were
28,912,813,604 total outstanding shares. The following items were considered by
shareholders and the results of their voting were as follows:

AGENDA ITEM 1: To elect Trustees.*

<TABLE>
<CAPTION>

                                  SHARES VOTED FOR         SHARES WITHHELD AUTHORITY
<S>                                 <C>                           <C>
Thomas G Bigley                     17,186,131,753                91,735,736
John T. Conroy, Jr.                 17,186,450,467                91,417,022
Peter E. Madden                     17,187,792,175                90,075,314
John E. Murray, Jr., J.D., S.J.D.   17,187,671,030                90,196,459

</TABLE>
    

   
 * The following Trustees of the Trust continued their terms as Trustees of
the Trust: John F. Donahue, William J. Copeland, J. Christopher Donahue,
James E. Dowd, Esq., Lawrence D. Ellis, M.D., Edward L. Flaherty, Jr.,
Esq., Wesley W. Posvar, and Marjorie P. Smuts.


    

FINANCIAL HIGHLIGHTS - INSTITUTIONAL SHARES

TAX-FREE OBLIGATIONS FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 43.
   
<TABLE>
<CAPTION>
                               YEAR ENDED JULY 31,
                              1998         1997        1996        1995      1994      1993      1992      1991      1990(a)
<S>                      <C>        <C>        <C>          <C>       <C>        <C>       <C>       <C>       <C>
NET ASSET VALUE,
BEGINNING OF PERIOD          $ 1.00      $ 1.00      $ 1.00      $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00
INCOME FROM INVESTMENT
OPERATIONS
Net investment income          0.03        0.03        0.03        0.04      0.02      0.03      0.04      0.05      0.04
LESS DISTRIBUTIONS
Distributions from
net investment income         (0.03)      (0.03)      (0.03)      (0.04)    (0.02)    (0.03)    (0.04)    (0.05)    (0.04)
NET ASSET VALUE,
END OF PERIOD                $ 1.00      $ 1.00      $ 1.00      $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00
TOTAL RETURN(B)                3.50%       3.49%       3.55%       3.64%     2.45%     2.54%     3.73%     5.13%     3.70%
RATIOS TO AVERAGE
NET ASSETS
Expenses                       0.20%       0.20%       0.20%       0.20%     0.20%     0.20%     0.20%     0.20%     0.20%*
Net investment income          3.45%       3.43%       3.46%       3.62%     2.41%     2.49%     3.58%     4.93%     5.75%*
Expense waiver/
reimbursement(c)               0.35%       0.35%       0.36%       0.39%     0.15%     0.14%     0.17%     0.26%     0.21%*
SUPPLEMENTAL DATA
Net assets, end of
period (000 omitted)     $2,279,770  $1,474,180  $1,514,979  $1,295,458  $789,755  $454,119  $308,855  $165,669  $145,552
</TABLE>
    


 * Computed on an annualized basis.

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

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)


PORTFOLIO OF INVESTMENTS

TAX-FREE OBLIGATIONS FUND

JULY 31, 1998
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--101.3%
ALABAMA--4.1%
 $ 3,770,000 Alabama HFA, 1995 (Series E) Weekly VRDNs (Royal Gardens Apartments
             Project)/(SouthTrust Bank of Alabama, Birmingham LOC)                                     $    3,770,000
   7,215,000 Anniston, AL, IDB (Series 1989-A) Weekly VRDNs (Union Foundry Co.)/(Amsouth Bank N.A.,
             Birmingham LOC)                                                                                7,215,000
   3,650,000 Arab, AL IDB, (Series 1989) Weekly VRDNs (SCI Manufacturing, Inc.)/(Bank of Tokyo-
             Mitsubishi Ltd. LOC)                                                                           3,650,000
   1,100,000 Arab, AL IDB, Revenue Refunding Bonds (Series 1989) Weekly VRDNs (SCI Manufacturing,
             Inc.)/(Bank of Tokyo-Mitsubishi Ltd. LOC)                                                      1,100,000
   5,000,000 Birmingham, AL IDA, Revenue Refunding Bonds Weekly VRDNs
             (S.P. Hotel Company)/(Amsouth Bank N.A., Birmingham LOC)                                       5,000,000
   3,500,000 Birmingham, AL Medical Clinic Board, Medical Clinic Revenue Bonds (Series 1996)
             WeeklyVRDNs (St. Martin's In The Pines)/(Regions Bank, Alabama LOC)                            3,500,000
   2,995,000 Birmingham, AL Special Care Facilities Financing Authority, Capital Improvement
             Revenue Bonds (Series 1995) Weekly VRDNs (Methodist Home for the Aging
             (AL))/(SouthTrust Bank of Alabama, Birmingham LOC)                                             2,995,000
  15,910,000 Columbia, AL IDB, CDC Municipal Products, Inc. (Series 1997I) Weekly VRDNs (Alabama
             Power Co.)/(AMBAC INS)/(CDC Municipal Products, Inc. LIQ)                                     15,910,000
   3,000,000 Decatur, AL IDB, Revenue Refunding Bonds (Series 1993) Weekly VRDNs (Allied-Signal,
             Inc.)                                                                                          3,000,000
   3,300,000 Homewood, AL IDA Weekly VRDNs (Mountain Brook Inn (Homewood AL))/(SouthTrust Bank of
             Alabama, Birmingham LOC)                                                                       3,300,000
   4,000,000 Hoover, AL Board of Education, Warrant Anticipation Notes (Series 1998-A), 3.80% BANs,
             2/1/1999                                                                                       4,000,000
   1,406,000 Irondale, AL IDB, Revenue Bonds (Series 1989) Weekly VRDNs (Collateral Mortgage,
             Ltd.)/(SouthTrust Bank of Alabama, Birmingham LOC)                                             1,406,000
   8,500,000 Jefferson County, AL, GO Warrants (Series 1996) Weekly VRDNs (Bayerische Landesbank
             Girozentrale LOC)                                                                              8,500,000
   2,260,000 Madison, AL IDA (Series A) Weekly VRDNs (Executive Inn)/(Amsouth Bank N.A.,
             BirminghamLOC)                                                                                 2,260,000
   6,690,000 Marshall County, AL, Special Obligation School Refunding Warrant (Series 1994)
             WeeklyVRDNs (Marshall County, AL Board of Education)/(Regions Bank, Alabama LOC)               6,690,000
   2,500,000 Mobile, AL IDA Weekly VRDNs (McRae's Industries, Inc.)/(Nationsbank, N.A., Charlotte
             LOC)                                                                                           2,500,000
     500,000 Mobile, AL IDB, PCR (Series 1993A) Weekly VRDNs (Alabama Power Co.)/
             (Alabama Power Co. GTD)                                                                          500,000
  10,000,000 Mobile, AL IDB, PCR (Series 1993B) Weekly VRDNs (Alabama Power Co.)/
             (Alabama Power Co. GTD)                                                                       10,000,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
ALABAMA--CONTINUED
$  1,000,000 Mobile, AL IDB, Pollution Control Refunding Revenue Bonds (Series 1992) Weekly VRDNs
             (AirProducts & Chemicals, Inc.)/(Air Products & Chemicals, Inc. GTD)                      $    1,000,000
     400,000 Montgomery, AL IDB, (Series 1988A) Weekly VRDNs (Smith
Industries)/(SunTrust Bank,
             Atlanta LOC)                                                                                     400,000
  24,500,000 Montgomery, AL IDB Pollution Control & Solid Disposal Revenue, 3.65% CP
             (General Electric Co.), Mandatory Tender 8/5/1998                                             24,500,000
  14,995,000 The Board of Trustees of the University of Alabama (Series A) Weekly VRDNs
             (Bank of America NT and SA, San Francisco LIQ)                                                14,995,000
   1,290,000 Tuscaloosa County, AL Port Authority (Series 1989A) Weekly VRDNs
             (Capstone Hotel Ltd.)/(SouthTrust Bank of Alabama, Birmingham LOC)                             1,290,000
     730,000 Tuscaloosa, AL IDB, Revenue Refunding Bonds (Series 1994) Weekly VRDNs
             (Harco, Inc.)/(Amsouth Bank N.A., Birmingham LOC)                                                730,000
   4,695,000 Vincent, AL IDB Weekly VRDNs (Headquarters Partnership Project)/(National Australia
             Bank,Ltd., Melbourne LOC)                                                                      4,695,000
             Total                                                                                        132,906,000
ALASKA--0.7%
  14,300,000 (b)Alaska International Airports System (Series 1998A), 4.36% BANs,
   4/1/1999 14,333,020 7,205,000 (b)Alaska State Housing Finance Corp., PT-202,
   3.70% TOBs (Bayerische Vereinsbank AG,
             Munich LIQ), Optional Tender 5/20/1999                                                         7,205,000
             Total                                                                                         21,538,020
ARIZONA--1.7%
   9,830,000 Apache County, AZ IDA, 1983 (Series A) Weekly VRDNs (Tucson Electric Power Co.)/
             (Toronto-Dominion Bank LOC)                                                                    9,830,000
   3,700,000 Arizona Health Facilities Authority Weekly VRDNs (University Physicians, Inc.)/(Bank
             One, Arizona N.A. LOC)                                                                         3,700,000
   6,350,000 Arizona Health Facilities Authority, Pooled Loan Program Revenue Bonds (Series 1985B)
             Weekly VRDNs (FGIC INS)/(Chase Manhattan Bank N.A., New York LIQ)
  6,350,000 13,060,000 Chandler, AZ IDA Weekly VRDNs (SMP II Limited
  Partnership)/(Bank One, Arizona N.A. LOC) 13,060,000
   3,700,000 Gila County, AZ IDA Weekly VRDNs (Cobre Valley Hospital)/(Bank One, Arizona N.A. LOC)          3,700,000
   5,330,000 Glendale, AZ IDA, Variable Rate Senior Living Facilities Revenue Bonds Weekly VRDNs
             (Friendship Retirement Corporation)/(Norwest Bank Minnesota, N.A. LOC)                         5,330,000
   3,500,000 Maricopa County, AZ Pollution Control Corp. (Series 1994F) Daily VRDNs (Arizona Public
             Service Co. - Palo Verde)/(Bank of America NT and SA, San Francisco LOC)                       3,500,000
   1,700,000 Pima County, AZ IDA Weekly VRDNs (Tucson Electric Power Co.)/
             (Toronto-Dominion Bank LOC)                                                                    1,700,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
ARIZONA--CONTINUED
$  7,810,000 Tolleson, AZ Municipal Finance Corporation, Revenue Refunding Bonds (Series of 1998)
             Weekly VRDNs (Citizens Utilities Co.)                                                     $    7,810,000
             Total                                                                                         54,980,000
ARKANSAS--0.1%
   2,000,000 Little Rock, AR Pulaski County School District (Series 1998), 4.25% TRANs, 12/30/1998          2,004,860
   1,000,000 Sheridan, AR IDA (Series A) Weekly VRDNs (H.H. Robertson Co.)/(PNC Bank, N.A. LOC)             1,000,000
             Total                                                                                          3,004,860
CALIFORNIA--7.3%
   6,000,000 Acalanes, CA Union High School District, 3.90% TRANs, 6/30/1999                                6,010,539
  20,000,000 (b)California Community College Financing Authority, Trust Receipts (Series 1998
             FR/RI-A24), 3.60% TOBs (FSA INS)/(Bank of New York, New York LIQ),
Optional Tender
             12/9/1998                                                                                     20,000,000
  51,175,000 (b)California Public Capital Improvements Financing Authority, Trust Receipts
             (Series 1996 FR-3) Weekly VRDNs (MBIA INS)/(Bank of New York, New York LIQ)                   51,175,000
  53,800,000 (b)Los Angeles County, CA Unified School District, Trust Receipts FR/RI-A26, 3.60%
             TOBs (Bank of New York, New York LIQ), Mandatory Tender 12/9/1998                             53,800,000
  25,000,000 Los Angeles County, CA (Series A), 4.50% TRANs, 6/30/1999                                     25,182,327
   9,600,000 Northern California Transmission Agency, Trust Receipts (Series 1998 FR/RI-16)
             WeeklyVRDNs (California-Oregon Transmission Project)/(MBIA INS)/(Bank of New York,
             New York LIQ)                                                                                  9,600,000
   2,575,000 Roseville, CA City School District, 4.45% TRANs, 9/10/1998                                     2,576,491
   2,780,000 Roseville, CA Joint Union High School District, 4.45% TRANs, 9/10/1998                         2,781,610
  36,000,000 San Diego, CA Area Local Governments, Trust Receipts (Series FR/RI-A25) Weekly VRDNs
             (Bank of New York, New York LIQ)                                                              36,000,000
   7,500,000 San Mateo, CA Union High School District, 3.90% TRANs, 6/30/1999                               7,513,174
   4,000,000 Santa Barbara County, CA Schools Financing Authority, 4.50% TRANs, 6/30/1999                   4,029,202
   9,575,000 Stanislaus County, CA Office of Education, 4.50% TRANs, 7/30/1999                              9,652,916
   5,000,000 Sunnyvale, CA Elementary School District, 3.90% TRANs, 6/30/1999                               5,008,782
             Total                                                                                        233,330,041
COLORADO--0.8%
   2,650,000 Denver (City & County), CO, 4.15% TOBs (Blake Street
Compendium)/(Norwest Bank
             Minnesota, N.A. LOC) 12/15/1998                                                                2,650,000
  13,660,000 Denver (City & County), CO, Merlot (Series 1997E) Weekly VRDNs (Department of Aviation
             Airport System)/(MBIA INS)/(Corestates Bank N.A., Philadelphia, PA LIQ)                       13,660,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
COLORADO--CONTINUED
$  9,000,000 Denver (City & County), CO, Trust Receipts (Series 1998 FR/RI-13) Weekly VRDNs
             (MBIA INS)/(Bank of New York, New York LIQ)                                               $    9,000,000
             Total                                                                                         25,310,000
CONNECTICUT--1.1%
   5,000,000 Connecticut State HEFA, (Series B) Weekly VRDNs (Edgehill)/(Paribas, Paris LOC)                5,000,000
  30,050,000 Connecticut State HEFA, (Series T-1) Weekly VRDNs (Yale University)                           30,050,000
             Total                                                                                         35,050,000
DISTRICT OF COLUMBIA--2.0%
   2,070,000 District of Columbia Housing Finance Agency, Multifamily Housing, 3.85% TOBs
             (ChastletonProject)/(Nationsbank, N.A., Charlotte LOC), Optional Tender 7/1/1999               2,070,000
   5,000,000 District of Columbia (Series 1998C), 5.00% TRANs (Union Bank of Switzerland, Zurich
             LOC), 9/30/1998                                                                                5,009,141
  14,400,000 District of Columbia (Series B), 4.50% TRANs (Morgan Guaranty Trust Co., New York and
             Union Bank of Switzerland, Zurich LOCs), 9/30/1998                                            14,414,337
   3,575,000 District of Columbia, Revenue Bonds (Series 1997B) Weekly VRDNs (Association of
             American Medical Colleges)/(AMBAC INS)/(Chase Manhattan Bank N.A., New York LIQ)               3,575,000
  39,850,000 District of Columbia, Trust Receipts (Series 1998 FR/RI-A14) Weekly VRDNs
             (MBIAINS)/(National Westminster Bank, PLC, London LIQ)                                        39,850,000
             Total                                                                                         64,918,478
FLORIDA--12.4%
  17,995,000 ABN AMRO MuniTOPS Certificates Trust 1998-8 Weekly VRDNs (Dade County, FL Water & Sewer
             System)/(FGIC INS)/(ABN AMRO Bank N.V., Amsterdam LIQ)                                        17,995,000
   2,950,000 Brevard County, FL Weekly VRDNs (Greywater Investments)/(Huntington National Bank,
             Columbus, OH LOC)                                                                              2,950,000
  18,500,000 Broward County, FL HFA, (Series 1985) Daily VRDNs (Landings of Inverrary)/(PNC Bank,
             N.A.LOC)                                                                                      18,500,000
   6,000,000 Broward County, FL HFA, (Series 1997) Weekly VRDNs (Jacaranda Village
             Apartments)/(Marine Midland Bank N.A., Buffalo, NY LOC)                                        6,000,000
   2,980,000 Broward County, FL Health Facility Authority, Revenue Bonds Weekly VRDNs (John Knox
             Village of Florida)/(First Union National Bank, Charlotte, N.C. LOC)                           2,980,000
  20,000,000 Collier County, FL School District, 4.00% RANs, 4/30/1999                                     20,031,534
   3,870,000 Dade County, FL IDA Weekly VRDNs (Futernick Associates, Inc.)/(First Union National
             Bank, Charlotte, N.C. LOC)                                                                     3,870,000
  49,900,000 Dade County, FL Water & Sewer System Weekly VRDNs (FGIC INS)/(Commerzbank AG, Frankfurt
             LIQ)                                                                                          49,900,000
      55,000 Eustis Health Facilities Authority, FL (Series 1985) Weekly VRDNs (Waterman Medical
             Center)/(SunTrust Bank, Central Florida LOC)                                                      55,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
FLORIDA--CONTINUED
$  9,730,000 Eustis Health Facilities Authority, FL, Health Facilities Revenue Bonds (Series 1992)
             Weekly VRDNs (Florida Hospital/Waterman, Inc. Project)/(SunTrust Bank, Central Florida
             LOC)                                                                                      $    9,730,000
   1,400,000 Florida HFA, (Series 1989 E) Weekly VRDNs (Fairmont Oaks Project)/(Comerica Bank,
             Detroit,MI LOC)                                                                                1,400,000
   7,000,000 Florida HFA, Multi-Family Housing Revenue Bonds (1985 Series SS) Weekly VRDNs
             (Woodlands Apartments)/(Northern Trust Co., Chicago, IL LOC)                                   7,000,000
   5,120,000 Florida State Board of Education Administration, (CR55), (Series 1989A), 3.55% TOBs
             (CitibankN.A., New York LIQ), Optional Tender 9/1/1998                                         5,120,000
  11,200,000 Florida State Department of Environmental Protection, PT-166 Weekly VRDNs
             (FSAINS)/(Banque Nationale de Paris LIQ)                                                      11,200,000
  10,450,000 Florida State Department of Environmental Protection, Trust Receipts FR/RI-A18
             (Series1998) Weekly VRDNs (FGIC INS)/(National Westminster Bank, PLC, London LIQ)             10,450,000
   5,860,000 Fort Lauderdale, FL Performing Arts Center Authority Weekly VRDNs (SunTrust Bank,
             CentralFlorida LOC)                                                                            5,860,000
   1,540,000 Fort Myers, FL, PA-180 (Series 1997A) Weekly VRDNs (AMBAC INS)/(Merrill Lynch Capital
             Services, Inc. LIQ)                                                                            1,540,000
  16,275,000 Gulf Breeze, FL, Variable Rate Demand Revenue Bonds (Series 1995A) Weekly VRDNs
             (Florida Municipal Bond Fund)/(Barnett Bank, N.A. LOC)                                        16,275,000
   2,650,000 Halifax Hospital Medical Center, FL, 4.00% TANs (Barnett Bank, N.A. LOC), 4/15/1999            2,656,287
  32,000,000 Highlands County, FL Health Facilities (Series 1996A Accounts Receivable) Weekly VRDNs
             (Adventist Health System)/(CapMAC Holdings, Inc. INS)/(First National Bank of Chicago
             LIQ)                                                                                          32,000,000
  17,500,000 Highlands County, FL Health Facilities (Series 1996B Accounts Receivable) Weekly VRDNs
             (Adventist Health System)/(CapMAC Holdings, Inc. INS)/(Canadian Imperial Bank of
             Commerce, Toronto LIQ)                                                                        17,500,000
  15,700,000 Highlands County, FL Health Facilities, Variable Rate Demand Revenue Bonds (Series
             1996A) Weekly VRDNs (Adventist Health System)/(SunTrust Bank, Central Florida LOC)            15,700,000
   7,000,000 Indian River County, FL Hospital District (Series 1985) Weekly VRDNs (KBC Bank N.V.,
             Brussels LOC)                                                                                  7,000,000
  15,030,000 Jacksonville Electric Authority, Class A Certificates (Series 1997-2) Weekly VRDNs
             (Bank of New York, New York LIQ)                                                              15,030,000
   7,570,000 Jacksonville Transportation Authority, PA-146 Weekly VRDNs (Florida State)/(Merrill
             Lynch Capital Services, Inc. LIQ)                                                              7,570,000
   3,295,000 Jacksonville Transportation Authority, PA-163 Weekly VRDNs (Florida State)/(Merrill
             Lynch Capital Services, Inc. LIQ)                                                              3,295,000
   2,580,000 Lee County, FL IDA (Series 1985) Weekly VRDNs (Christian & Missionary Alliance
             Foundation)/(Paribas, Paris LOC)                                                               2,580,000
   5,635,000 Manatee County, FL HFA Weekly VRDNs (Carriage Club)/(Mellon Bank N.A., Pittsburgh LOC)         5,635,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
FLORIDA--CONTINUED
 $ 6,025,000 Manatee County, FL HFA, Weekly Adjustable/Fixed Rate Multifamily Housing Revenue
             Refunding Bonds (1990 Series A) Weekly VRDNs (Harbour Pointe)/(Marine Midland Bank
             N.A., Buffalo, NY LOC)                                                                    $    6,025,000
   4,700,000 Miami, FL Health Facilities Authority, Health Facilities Revenue Bonds (Series 1992)
             Weekly VRDNs (Miami Jewish Home and Hospital for the Aged, Inc.)/(SunTrust Bank, Miami
             LOC)                                                                                           4,700,000
  12,700,000 Miami, FL Health Facilities Authority, Health Facilities Revenue Bonds (Series 1996)
             WeeklyVRDNs (Miami Jewish Home and Hospital for the Aged, Inc.)/(SunTrust Bank,
             CentralFlorida LOC)                                                                           12,700,000
   4,000,000 Mount Dora, FL Health Facility Authority (Series 1996A) Weekly VRDNs (Waterman Village
             (Mount Dora, Fl))/(Barnett Bank of Central Florida, Orlando LOC)                               4,000,000
   5,000,000 Orange County, FL Educational Facilities Authority (Series 1998) Weekly VRDNs (Rollins
             College)/(Barnett Bank, N.A. LOC)                                                              5,000,000
   4,000,000 Orange County, FL Educational Facilities Authority, Revenue Bonds (Series 1997) Weekly
             VRDNs (Rollins College)/(Barnett Bank, N.A. LOC)                                               4,000,000
   9,900,000 Orange County, FL HFA, Variable Rate Certificates (Series 1997G) Weekly VRDNs
             (GNMACOL)/(Bank of America NT and SA, San Francisco LIQ)                                       9,900,000
   6,200,000 Orlando, FL (City of), Capital Improvement Commerial Paper Notes (1994 Series-A),
             3.70% CP, Mandatory Tender 10/16/1998                                                          6,200,000
   4,000,000 Pinellas County Industry Council, FL Weekly VRDNs (Loulourgas Properties)/(First Union
             National Bank, Charlotte, N.C. LOC)                                                            4,000,000
   1,940,000 Pinellas County Industry Council, FL, Variable/Fixed Rate Development Revenue Bonds
             (Series 1997) Weekly VRDNs (Boyd Industries, Inc.)/(SouthTrust Bank of Alabama,
             Birmingham LOC)                                                                                1,940,000
   5,525,000 Polk County, FL IDA, PCR Refunding Bonds Weekly VRDNs (IMC Fertilizer, Inc.
             Project)/(Rabobank Nederland, Utrecht LOC)                                                     5,525,000
   2,795,000 Port St. Lucie, FL (Series 1997A) Weekly VRDNs (AMBAC INS)/(Merrill Lynch Capital
             Services, Inc. LIQ)                                                                            2,795,000
   3,970,000 Sarasota, FL, Educational Facilities Revenue Bonds (Series 1996) Weekly VRDNs
             (Ringling School of Art and Design, Inc.)/(SunTrust Bank, Central Florida LOC)                 3,970,000
   4,200,000 Seminole County, FL Health Facility Authority IDA (Series 1991) Weekly VRDNs (Florida
             Living Nursing Center)/(Barnett Bank, N.A. LOC)                                                4,200,000
   7,430,000 St. Lucie County, FL, IDR Bonds (Series 1985) Weekly VRDNs (Savannahs
             Hospital)/(Nationsbank, N.A., Charlotte LOC)                                                   7,430,000
   4,465,000 St. Petersburg, FL HFA, Refunding Revenue and Revenue Bonds (Series 1997) Weekly VRDNs
             (Manorah Manor)/(SunTrust Bank, Central Florida LOC)                                           4,465,000
   7,450,000 Sunshine State Governmental Finance Commission, FL, 3.50% CP (AMBAC INS)/(Toronto-
             Dominion Bank and Union Bank of Switzerland, Zurich LIQs), Mandatory Tender 8/11/1998          7,450,000
   5,855,000 Volusia County, FL HFA Weekly VRDNs (Fisherman's Landing)/(Mellon Bank N.A.,
             PittsburghLOC)                                                                                 5,855,000
             Total                                                                                        399,977,821
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
GEORGIA--3.4%
$  8,000,000 (b)Bibb County, GA, PT-199, 3.70% TOBs (Georgia State GTD)/(Bayerische Vereinsbank AG,
             Munich LIQ), Optional Tender 5/20/1999                                                    $    8,000,000
  22,000,000 Burke County, GA Development Authority (Series 1996), 3.80% TOBs (Oglethorpe Power
             Corp.), Optional Tender 11/2/1998                                                             22,000,000
  42,500,000 Burke County, GA Development Authority, PCR Bonds (Fourth Series 1994) Daily VRDNs
             (Georgia Power Co.)                                                                           42,500,000
   4,725,000 Burke County, GA Development Authority, Pollution Control Revenue Bonds (Series 1995)
             DailyVRDNs (Georgia Power Co.)                                                                 4,725,000
   2,000,000 Clayton County, GA Housing Authority, Revenue Refunding Bonds (Series 1992) Weekly
             VRDNs (Oxford Townhomes Project)/(Amsouth Bank N.A., Birmingham LOC)                           2,000,000
  10,000,000 Clayton County, GA (Series 1998), 4.25% Bonds, 8/1/1999                                       10,048,406
   1,500,000 De Kalb County, GA Development Authority (Series 1992) Weekly VRDNs (American Cancer
             Society, GA)/(SunTrust Bank, Atlanta LOC)                                                      1,500,000
   4,950,000 Douglas County, GA School District, 3.90% TANs, 12/31/1998                                     4,955,971
  12,145,000 Georgia State (Series 1995C) PA-249 Weekly VRDNs (Merrill Lynch Capital
             Services, Inc. LIQ)                                                                           12,145,000
             Total                                                                                        107,874,377
ILLINOIS--6.3%
  12,000,000 Chicago, IL Board of Education, Merlots (Series 1997E) Weekly VRDNs
             (AMBACINS)/(Corestates Bank N.A., Philadelphia, PA LIQ)                                       12,000,000
  20,000,000 Chicago, IL Board of Education, Variable Rate Certificates (Series 1996BB) Weekly
             VRDNs (MBIA INS)/(Bank of America NT and SA, San Francisco LIQ)                               20,000,000
   2,800,000 Chicago, IL Weekly VRDNs (Canadian Imperial Bank of Commerce, Toronto LOC)                     2,800,000
  20,000,000 Chicago, IL, MERLOTs (Series 1997 V) Weekly VRDNs (Chicago, IL Water Revenue
             Bonds)/(FGIC INS)/(Corestates Bank N.A., Philadelphia, PA LIQ)                                20,000,000
   9,905,000 Chicago, IL, Water Revenue Bonds (PT-129) Weekly VRDNs (FGIC INS)/(Merrill Lynch
             Capital Services, Inc. LIQ)                                                                    9,905,000
     350,000 Darien, IL IDA (Series 1989C) Weekly VRDNs (KinderCare Learning Centers, Inc.)/
             (Toronto-Dominion Bank LOC)                                                                      350,000
   3,800,000 Galesburg, IL (Series 1996) Weekly VRDNs (Knox College Project)/(Lasalle National
             Bank, Chicago LOC)                                                                             3,800,000
  12,500,000 Hopedale Village, IL (Series 1998) Weekly VRDNs (Hopedale Medical Foundation)/(Bank
             One, Illinois, N.A. LOC)                                                                      12,500,000
  11,900,000 Illinois Development Finance Authority Weekly VRDNs (Lyric Opera of Chicago)/(Caisse
             Nationale De Credit Agricole, Paris, Harris Trust & Savings Bank, Chicago, NBD Bank,
             Michigan and Northern Trust Co., Chicago, IL LOCs)                                            11,900,000
   3,000,000 Illinois Development Finance Authority Weekly VRDNs (Newlywed Food)/(Mellon Bank N.A.,
             Pittsburgh LOC)                                                                                3,000,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
ILLINOIS--CONTINUED
$  2,600,000 Illinois Development Finance Authority (Series 1997) Weekly VRDNs (Ada S. McKinley
             Community Services, Inc.)/(Harris Trust & Savings Bank, Chicago LOC)                      $    2,600,000
   6,000,000 (b)Illinois Development Finance Authority, PT-131 (Series 1995A), 3.95% TOBs
             (CatholicHealthPartners Services)/(Connie Lee INS)/(Credit Suisse First Boston LIQ),
             Mandatory Tender 10/1/1998                                                                     6,000,000
   5,000,000 Illinois Educational Facilities Authority, Revenue Bonds (Series 1995) Weekly VRDNs
             (Ravinia Festival Association (IL))/(NBD Bank, Michigan LOC)                                   5,000,000
  21,100,000 Illinois Health Facilities Authority Weekly VRDNs (OSF Health Care Systems)                   21,100,000
  15,000,000 Illinois Health Facilities Authority (Series 1998), 3.70% TOBs (Evanston Northwestern
             Healthcare Corp.), Mandatory Tender 6/1/1999                                                  15,000,000
  35,000,000 Illinois Health Facilities Authority, Revenue Bonds (Series 1985B) Weekly VRDNs (OSF
             Health Care Systems)/(Bank of America Illinois and Rabobank Nederland, Utrecht LIQs)          35,000,000
  20,700,000 Illinois Health Facilities Authority, Revenue Refunding Bonds (Series 1997B) Weekly
             VRDNs (Advocate Health Care Network)/(First National Bank of Chicago, Harris Trust &
             Savings Bank, Chicago and Northern Trust Co., Chicago, IL LIQs)                               20,700,000
   1,000,000 Illinois Health Facilities Authority, Revolving Fund Pooled Financing Program (Series
             1985F) Weekly VRDNs (NBD Bank, Michigan LOC)                                                   1,000,000
             Total                                                                                        202,655,000
INDIANA--2.2%
     665,000 Dale, IN IDA Weekly VRDNs (Spencer Industries)/(National City Bank, Kentucky LOC)                665,000
   5,000,000 Hamilton, IN Southeastern Schools, Temporary Loan Warrants, 3.80% TRANs, 12/31/1998            5,002,217
   5,000,000 Hammond Local Public Improvement Bond Bank, Advance Funding Program Notes
             (Series A-2), 4.30% TANs (Bank One, Indianapolis, N.A. LOC), 1/7/1999                          5,010,484
  32,000,000 Indiana Bond Bank, Advance Funding Program Notes (Series 1998 A-2), 4.00% TANs (Lasalle
             National Bank, Chicago LOC), 1/20/1999                                                        32,058,324
   1,355,000 Indiana Health Facilities Finance Authority Rehabilitation Center Weekly VRDNs
             (Crossroads Rehabilitation Center)/(Bank One, Indianapolis, N.A. LOC)                          1,355,000
   5,500,000 Indianapolis, IN Local Public Improvement Bond Bank, 4.25% TANs, 1/11/1999                     5,514,422
   4,735,000 Indianapolis, IN, Variable Rate Demand Economic Development Revenue Bonds (Series
             1995) Weekly VRDNs (Pleasant Run Children's Homes, Inc.)/(Fifth Third Bank, Cincinnati
             LOC)                                                                                           4,735,000
   4,900,000 Lafayette School Corp., IN, 4.20% TANs, 12/30/1998                                             4,906,242
   2,045,000 St. Joseph County, IN, Multi-Mode Variable Rate Economic Development Revenue Bonds
             (Series 1998) Weekly VRDNs (South Bend Heritage Foundation, Inc.)/(KeyBank, N.A. LOC)          2,045,000
   9,500,000 Vigo County, IN School Corporation, Temporary Loan Warrants, 3.80% TRANs, 12/30/1998           9,504,199
             Total                                                                                         70,795,888
IOWA--1.3%
  32,000,000 Iowa School Corporations (1998-99 Series A), 4.50% TRANs (FSA INS), 6/25/1999                 32,235,801
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
IOWA--CONTINUED
$ 10,000,000 Iowa School Corporations (Series 1997-98B), 4.25% TRANs (FSA INS), 1/28/1999              $   10,033,337
             Total                                                                                         42,269,138
KENTUCKY--1.6%
   1,110,000 Boone County, KY, Revenue Refunding Bonds Weekly VRDNs (Spring Meadow
             Associates)/(Huntington National Bank, Columbus, OH LOC)                                       1,110,000
   6,835,000 Jefferson County, KY (Series 1997) Weekly VRDNs (First Trust Restoration Partners)/
             (Bank One, Kentucky LOC)                                                                       6,835,000
   7,500,000 Jefferson County, KY, Adjustable Rate Industrial Building Revenue Refunding Bonds
             (Series 1997) Weekly VRDNs (Kosmos Cement Co. Partnership)/(Societe Generale, Paris
             LOC)       7,500,000
  35,000,000 Owensboro, KY (Series 1996) Weekly VRDNs (Owensboro Mercy Health System, Inc.
             Project)/(Bank of America Illinois LOC)                                                       35,000,000
             Total                                                                                         50,445,000
LOUISIANA--0.5%
     800,000 Calcasieu Parish, LA, IDB, PCR Bonds Weekly VRDNs (Citgo Petroleum
             Corp.)/(Westdeutsche Landesbank Girozentrale LOC) 800,000 6,950,000
   Louisiana PFA (Series 1985A) Weekly VRDNs (FGIC INS)/(Societe Generale, Paris
   LIQ) 6,950,000 4,000,000 Louisiana PFA (Series 1997D), 4.40% TRANs (Orleans
   Parish, LA School Board)/(Louisiana
             State GTD), 12/10/1998                                                                         4,007,874
   5,000,000 New Orleans, LA, Class A Certificates (Series 1998-1) Weekly VRDNs (AMBAC INS)/(Bank of
             New York, New York LIQ)                                                                        5,000,000
             Total                                                                                         16,757,874
MARYLAND--5.2%
   4,300,000 Anne Arundel County, MD (Series 1988) Weekly VRDNs (Oakland Hills L. P.
             Facility)/(First National Bank of Maryland, Baltimore LOC)                                     4,300,000
  55,700,000 Baltimore County, MD IDA, Variable Rate Demand Acquisition Program (Series 1986)
             WeeklyVRDNs (Baltimore Capital Acquisition)/(Bayerische Landesbank Girozentrale LOC)          55,700,000
   1,900,000 Baltimore County, MD Port Facility Monthly VRDNs (Occidental Petroleum Corp.)/(Morgan
             Guaranty Trust Co., New York LOC)                                                              1,900,000
   3,700,000 Baltimore, MD PCR Weekly VRDNs (SCM Plants, Inc.)/(Barclays Bank PLC, London LOC)              3,700,000
   2,000,000 Baltimore, MD, Variable Rate Demand/Fixed Rate Refunding Bond (1988 Issue) Weekly
             VRDNs (University West LP)/(First National Bank of Maryland, Baltimore LOC)                    2,000,000
     910,000 Elkton, MD, Revenue Refunding Bonds (Series 1992) Weekly VRDNs (Highway Service
             Ventures, Inc. Facility)/(First Union National Bank, Charlotte, N.C. LOC)                        910,000
   2,350,000 Harford County, MD (Series 1988) Weekly VRDNs (1001 Partnership Facility)/(First
             National Bank of Maryland, Baltimore LOC)                                                      2,350,000
   5,660,000 Howard County, MD (Series 1995) Weekly VRDNs (Bluffs at Clarys Forest
             Apartments)/(First National Bank of Maryland, Baltimore LOC)                                   5,660,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
MARYLAND--CONTINUED
$    200,000 Maryland EDC, Pooled Financing Revenue Bonds (Series 1995) Weekly VRDNs (Maryland
             Municipal Bond Fund)/(Nationsbank, N.A., Charlotte LOC)                                   $      200,000
   3,000,000 Maryland EDC, Variable Rate Demand/Fixed Rate Refunding Revenue Bonds (1997 Issue)
             Weekly VRDNs (Jenkins Memorial Nursing Home, Inc. Facility)/(First National Bank of
             Maryland, Baltimore LOC)                                                                       3,000,000
   5,400,000 Maryland Health & Higher Educational Facilities Authority (Series 1985B) Weekly VRDNs
             (First National Bank of Chicago LOC)                                                           5,400,000
   4,000,000 Maryland Health & Higher Educational Facilities Authority (Series 1998A) Weekly VRDNs
             (Charlestown Community)/(First Union National Bank, Charlotte, N.C. LOC)                       4,000,000
  12,800,000 Maryland Health & Higher Educational Facilities Authority, Revenue Bonds (Series 1994)
             Weekly VRDNs (University Physicians, Inc.)/(First National Bank of Maryland, Baltimore
             LOC)                                                                                          12,800,000
   3,895,000 Maryland State Community Development Administration, (PA-170) Weekly VRDNs (Merrill
             Lynch Capital Services, Inc. LIQ)                                                              3,895,000
  23,820,000 (b)Maryland State Community Development Administration (Series 1997), PT-123, 3.65%
             TOBs (Commerzbank AG, Frankfurt LIQ), Optional Tender 12/10/1998                              23,820,000
  19,655,000 Maryland State (Series 1998) PA-256 Weekly VRDNs (Merrill Lynch Capital
             Services, Inc. LIQ)                                                                           19,655,000
   4,000,000 Montgomery County, MD, EDR Weekly VRDNs (Howard Hughes Medical Center)                         4,000,000
  11,200,000 Montgomery County, MD, EDR Weekly VRDNs (U.S. Pharmacopeial Convention
             Facility)/(Chase Manhattan Bank N.A., New York LOC)                                           11,200,000
   3,755,000 Prince George County, MD (1997 Issue) Weekly VRDNs (Mona Branch Avenue Ltd.
             Partnership)/(First National Bank of Maryland, Baltimore LOC)                                  3,755,000
             Total                                                                                        168,245,000
MASSACHUSETTS--2.3%
  27,133,862 Clipper Tax Exempt Trust (Series A) Weekly VRDNs (Massachusetts State Lottery
             Commission)/(AMBAC INS)/(State Street Bank and Trust Co. LIQ)                                 27,133,862
  10,000,000 Framingham, MA, 4.00% BANs, 2/5/1999                                                          10,017,281
   6,500,000 Holden, MA, 4.00% BANs, 10/1/1998                                                              6,503,169
     800,000 Massachusetts HEFA (Series I) Weekly VRDNs (Harvard University)                                  800,000
   9,590,000 Massachusetts Turnpike Authority, Refunded-Guaranteed BANs (Series A), 5.00% Bonds
             (United States Treasury PRF), 6/1/1999                                                         9,682,614
   9,495,000 Massachusetts Turnpike Authority, Variable Rate Certificates (Series 1997N)
             WeeklyVRDNs (MBIA INS)/(Bank of America NT and SA, San Francisco LIQ)                          9,495,000
   3,100,000 North Reading, MA, 4.25% BANs, 9/30/1998                                                       3,101,814
   6,000,000 Pittsfield, MA, 4.10% BANs, 9/17/1998                                                          6,001,337
             Total                                                                                         72,735,077
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
MICHIGAN--3.8%
$  4,670,000 Clarkston Community Schools, MI, PA-175 Weekly VRDNs (MBIA INS)/(Merrill Lynch Capital
             Services, Inc. LIQ)                                                                       $    4,670,000
     800,000 Detroit, MI Water Supply System, Water Supply System Revenue and Revenue Refunding
             Bonds (Series 1993) Weekly VRDNs (FGIC INS)/(FGIC Securities Purchase, Inc. LIQ)                 800,000
   2,000,000 Garden City, MI HFA, Hospital Revenue Bonds (Series 1996A) Weekly VRDNs (Garden City
             Hospital, Osteopathic)/(First of America Bank, N.A. LOC)                                       2,000,000
   2,100,000 Grand Rapids, MI EDR, Floating/Fixed Rate Demand Bonds (Series 1983-B) Weekly VRDNs
             (Amway Grand Plaza Hotel Facilities)/(Old Kent Bank & Trust Co., Grand Rapids LOC)             2,100,000
   2,800,000 Grand Rapids, MI Water Supply System (Series 1993) Weekly VRDNs (FGIC INS)/(Societe
             Generale, Paris LIQ)                                                                           2,800,000
   2,100,000 Kent Hospital Finance Authority, MI (Series 1991A) Weekly VRDNs (Butterworth
             Hospital)/(Rabobank Nederland, Utrecht LOC)                                                    2,100,000
     925,000 Michigan Higher Education Facilities Authority, Variable Rate Demand Limited
             Obligation Revenue Bonds (Series 1997) Weekly VRDNs (Davenport College of
             Business)/(Old Kent Bank& Trust Co., Grand Rapids LOC)                                           925,000
  10,000,000 Michigan State Building Authority (Series 1), 3.70% CP (Canadian Imperial Bank of
             Commerce, Toronto LOC), Mandatory Tender 10/1/1998                                            10,000,000
   2,200,000 Michigan State Hospital Finance Authority (Series A) Weekly VRDNs (First of America
             Bank,N.A. LOC)                                                                                 2,200,000
  16,000,000 Michigan State Hospital Finance Authority (Series A) Weekly VRDNs (OSF Health
             CareSystems)                                                                                  16,000,000
   3,000,000 Michigan State Hospital Finance Authority, Hospital Equipment Loan Program Bonds
             (SeriesA) Weekly VRDNs (First of America Bank, N.A. LOC)                                       3,000,000
  19,650,000 Michigan State Hospital Finance Authority, MERLOTs (Series 1997A) Weekly VRDNs
             (Detroit Medical Center Obligated Group)/(AMBAC INS)/(Corestates Bank N.A.,
             Philadelphia, PA LIQ)                                                                         19,650,000
   3,000,000 Michigan State Housing Development Authority (Series 1991) Weekly VRDNs (Regency
             Square Apartments)/(National Australia Bank, Ltd., Melbourne LOC)                              3,000,000
  15,451,800 Michigan State Housing Development Authority, MERLOTs (Series G) Weekly VRDNs
             (MBIA INS)/(Corestates Bank N.A., Philadelphia, PA LIQ)                                       15,451,800
  15,000,000 Michigan State, GO UT, 4.50% TRANs, 9/30/1998                                                 15,020,905
  11,000,000 Michigan Strategic Fund, Limited Obligation PCR Bonds (Series 1993) Weekly VRDNs
             (Allied-Signal, Inc.)                                                                         11,000,000
     890,000 Michigan Strategic Fund, Limited Obligation Revenue Bonds (Series 1991) Weekly VRDNs
             (Martin Luther Memorial Home, Inc.)/(Bank One, Indianapolis, N.A. LOC)                           890,000
   2,800,000 Michigan Strategic Fund, Limited Obligation Revenue Bonds (Series 1995) Weekly VRDNs
             (Wellness Plan Project)/(NBD Bank, Michigan LOC)                                               2,800,000
   2,000,000 Michigan Strategic Fund, PA-334 (Collateralized Series 1998AA) Weekly VRDNs
             (Detroit Edison Co.)/(MBIA INS)/(Merrill Lynch Capital Services, Inc. LIQ)                     2,000,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
MICHIGAN--CONTINUED
$  2,000,000 Michigan Strategic Fund, Variable Rate Demand Limited Obligation Revenue Bonds
             (Series1997B) Weekly VRDNs (NSF International)/(First of America Bank, N.A. LOC)          $    2,000,000
   2,695,000 Ottawa County, MI Economic Development Corp., Limited Obligation Revenue Bonds
             (Series1995B) Weekly VRDNs (Sunset Manor, Inc. Project)/(Old Kent Bank & Trust Co.,
             GrandRapids LOC)                                                                               2,695,000
             Total                                                                                        121,102,705
MINNESOTA--4.5%
  14,400,000 Becker, MN, PCR (Series 1993-B), 3.60% CP (Northern States Power
Co.),
             MandatoryTender11/12/1998                                                                     14,400,000
  10,300,000 Burnsville, MN, Variable Rate Demand Revenue Bonds (Series 1996) Weekly VRDNs
             (YMCAProjects)/(Norwest Bank Minnesota, N.A. LOC)                                             10,300,000
   3,300,000 DDSB Municipal Securities Trusts (Series 1994O) Weekly VRDNs (Richfield, MN
             ISD280)/(U.S. Bank, N.A., Minneapolis LIQ)                                                     3,300,000
   6,390,000 DDSB Municipal Securities Trusts (Series 1994T Weekly VRDNs (Osseo, MN ISD 279)/
             (U.S. Bank, N.A., Minneapolis LIQ)                                                             6,390,000
  11,000,000 DDSB Municipal Securities Trusts (Series 1994V) Weekly VRDNs (St. Louis Park
             Healthsystem, MN)/(Norwest Bank Minnesota, N.A. LIQ)                                          11,000,000
   7,000,000 East Grand Forks, MN ISD 595, 3.90% Bonds (Minnesota State GTD), 6/30/1999                     7,009,188
   3,200,000 Hennepin Co. MN (Series 1995C) Weekly VRDNs                                                    3,200,000
   4,250,000 MN Municipal Securities Trust (Series 1996F), Floating Rate Certificates Weekly VRDNs
             (Lakeville, MN ISD 194)/(Norwest Bank Minnesota, N.A. LIQ)                                     4,250,000
  11,735,000 Minneapolis CDA, Revenue Refunding Bonds (Series 1995) Weekly VRDNs (Walker Methodist
             Health Center, Inc. Project)/(U.S. Bank, N.A., Minneapolis LOC)                               11,735,000
   5,500,000 Minneapolis, MN (Series 1993) Weekly VRDNs (Market Square Real Estate, Inc.)/(Norwest
             Bank Minnesota, N.A. LOC)                                                                      5,500,000
   6,000,000 Minneapolis, MN, Variable Rate Housing Revenue Bonds Weekly VRDNs (One Ten Grant
             Project)/(U.S. Bank, N.A., Minneapolis LOC)                                                    6,000,000
  12,000,000 Minneapolis, MN, Various Purpose Bonds (Series 1996) Weekly VRDNs (Bayerische
             Vereinsbank AG, Munich LIQ)                                                                   12,000,000
  15,500,000 Minneapolis/St. Paul, MN Metropolitan Airports Commission MuniTOPS (Series 1998-6)
             Weekly VRDNs (AMBAC INS)/(ABN AMRO Bank N.V., Amsterdam LOC)                                  15,500,000
   1,000,000 Norman County, MN ISD No. 2854, 4.00% Bonds (Minnesota State GTD), 7/1/1999                    1,001,827
   6,500,000 Rochester, MN Health Care Facility Authority Weekly VRDNs (Mayo Foundation)/(Rabobank
             Nederland, Utrecht LIQ)                                                                        6,500,000
  13,000,000 Rochester, MN Health Care Facility Authority Weekly VRDNs (Mayo Foundation)/(Rabobank
             Nederland, Utrecht LIQ)                                                                       13,000,000
  13,500,000 Rosemount, MN, PCR (Series 1984) Weekly VRDNs (Koch Refining Co.)                             13,500,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
MINNESOTA--CONTINUED
$    100,000 St. Paul, MN Port Authority (Series 1991) Weekly VRDNs (West Gate Office)/(U.S. Bank,
             N.A., Minneapolis LOC)                                                                    $      100,000
             Total                                                                                        144,686,015
MISSISSIPPI--0.1%
   1,482,500 Hinds County, MS (Series 1991) Weekly VRDNs (North State St. Project)/(Amsouth Bank
             N.A., Birmingham LOC)                                                                          1,482,500
MISSOURI--1.6%
   1,025,000 Little Blue Valley Sewer District, MO, Sewer System Revenue Bonds (Series 1998B), 3.75%
             Bonds (AMBAC INS), 10/1/1998                                                                   1,025,000
   1,580,000 Little Blue Valley Sewer District, MO, Sewer System Revenue Bonds (Series 1998), 3.75%
             Bonds (AMBAC INS), 10/1/1998                                                                   1,580,000
   5,000,000 Missouri State HEFA Weekly VRDNs (Barnes Hospital)/(Morgan Guaranty Trust Co.,
             New York LOC)                                                                                  5,000,000
  15,000,000 Missouri State HEFA (Series 1997N), 4.50% TRANs (St. Louis, MO School District),
             9/14/1998                                                                                     15,010,391
   3,000,000 Missouri State HEFA, Health Facilities Revenue Bonds (Series 1989A) Weekly VRDNs
             (Sisters of Mercy Health Corp. (Michigan & Iowa))/(ABN AMRO Bank N.V., Amsterdam,
             Credit Suisse First Boston and Rabobank Nederland, Utrecht LIQs)                               3,000,000
  11,100,000 Missouri State HEFA, Health Facilities Revenue Bonds (Series 1989C) Weekly VRDNs
             (Sisters of Mercy Health Corp. (Michigan & Iowa))/(ABN AMRO Bank N.V., Amsterdam,
             Credit Suisse First Boston and Rabobank Nederland, Utrecht LIQs)                              11,100,000
  11,000,000 Missouri State HEFA, Health Facilities Revenue Bonds (Series 1996A) Weekly VRDNs
             (Deaconess Long Term Care of Missouri)/(Bank One, Texas N.A. LOC)                             11,000,000
   4,200,000 Poplar Bluff, MO IDA (Series 1987) Weekly VRDNs (Gates Rubber Co.)/(NBD Bank,
             MichiganLOC)                                                                                   4,200,000
     455,000 Springfield, MO Public Building Corp., Leasehold Revenue Refunding and Improvement
             Bonds (Series 1998), 3.70% Bonds (Springfield-Branson Regional Airport)/(AMBAC INS),
             3/1/1999                                                                                         455,000
             Total                                                                                         52,370,391
MULTI STATE--2.4%
  14,556,245 ABN AMRO Chicago Corp. 1997-1 LeaseTOPS Trust Weekly VRDNs (Lasalle National Bank,
             Chicago LIQ)/(Lasalle National Bank, Chicago LOC)                                             14,556,245
  35,299,000 Clipper Tax Exempt Trust (Non-AMT Multistate), (Series A) Weekly VRDNs
             (MBIAINS)/(State Street Bank and Trust Co. LIQ)                                               35,299,000
  19,081,010 Equity Trust II, (1996 Series) Weekly VRDNs (Republic National Bank of New York LOC)          19,081,010
   7,417,000 PBCC LeaseTOPS Trust (Multistate Non-AMT) (Series 1998-2) Weekly VRDNs
             (AMBACINS)/(Pitney Bowes Credit Corp. LIQ)                                                     7,417,000
             Total                                                                                         76,353,255
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
NEVADA--0.2%
$  7,500,000 ABN AMRO MuniTOPS Certificates Trust 1998-1, (Multistate Non-AMT) Weekly VRDNs (Nevada
             State)/(MBIA INS)/(ABN AMRO Bank N.V., Amsterdam LIQ)                                     $    7,500,000
NEW JERSEY--4.1%
     764,500 Clark Township, NJ, 3.95% BANs, 3/25/1999                                                        765,452
   2,000,000 Clark Township, NJ, 3.95% TANs, 3/25/1999                                                      2,002,490
   7,500,000 Essex County, NJ Improvement Authority, Project Revenue Bonds (Series 1995)
             WeeklyVRDNs (Essex County, NJ)/(AMBAC INS)/(Morgan Guaranty Trust Co., New York LIQ)           7,500,000
  10,500,000 New Jersey EDA Weekly VRDNs (Center-For-Aging--Applewood Estates)/(Fleet National
             Bank, Springfield, MA LOC)                                                                    10,500,000
   7,530,000 New Jersey State Educational Facilities Authority (Series 1998) FR/RI-A33 Trust
             Receipts Weekly VRDNs (AMBAC INS)/(National Westminster Bank, PLC, London LIQ)                 7,530,000
  11,760,000 New Jersey State Transportation Trust Fund Agency, Trust Receipts FR/RI-A37
             WeeklyVRDNs (AMBAC INS)/(National Westminster Bank, PLC, London LIQ)                          11,760,000
  13,675,000 New Jersey State (Series 1998) FR/RI-A34 Trust Receipts Weekly VRDNs
             (NationalWestminster Bank, New Jersey LIQ)                                                    13,675,000
  12,295,000 New Jersey State, (Series D) PA-262 Weekly VRDNs (Merrill Lynch Capital
             Services, Inc. LIQ)                                                                           12,295,000
  13,000,000 New Jersey State, PA-265 Weekly VRDNs (Merrill Lynch Capital Services, Inc. LIQ)              13,000,000
  44,300,000 New Jersey State, Trust Receipts (Series 1998 FR/RI-A8) Weekly VRDNs (Bayerische
             Hypotheken-Und Wechsel-Bank AG LIQ)                                                           44,300,000
   4,950,000 Pennsauken Township, NJ (Series A, 1997), 4.00% BANs, 8/3/1998                                 4,950,026
   3,500,000 Springfield Township, NJ, 3.80% BANs, 3/5/1999                                                 3,502,991
             Total                                                                                        131,780,959
NEW YORK--1.8%
   1,430,000 Metropolitan Transportation Authority, New York, Trust Receipts (Series 1997 FR/RI-9)
             Weekly VRDNs (FGIC INS)/(Bank of New York, New York LIQ)                                       1,430,000
     500,000 New York City Municipal Water Finance Authority, Trust Receipts (Series 1997 FR/RI-6)
             Weekly VRDNs (MBIA INS)/(Bank of New York, New York LIQ)                                         500,000
  10,000,000 New York City Municipal Water Finance Authority, Trust Receipts (Series 1998 FR/RI-10)
             Weekly VRDNs (FSA INS)/(Bank of New York, New York LIQ)                                       10,000,000
  16,960,000 New York City Municipal Water Finance Authority, Trust Receipts (Series 1998 FR/RI-11)
             Weekly VRDNs (FSA INS)/(Bank of New York, New York LIQ)                                       16,960,000
  11,200,000 New York City Municipal Water Finance Authority, Water and Sewer System Revenue Bonds
             (Series 1995 A) Daily VRDNs (FGIC INS)/(FGIC Securities Purchase, Inc. LIQ)                   11,200,000
  11,780,000 (b)New York State Dormitory Authority, PT-192, 3.75% TOBs (Cornell University)/(Banco
             Santander SA LIQ), Optional Tender 5/13/1999                                                  11,780,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
NEW YORK--CONTINUED
$    695,000 New York State Medical Care Facilities Finance Agency (Series 1992 B PT-100)
             DailyVRDNs (FHA INS)/(Credit Suisse First Boston LIQ)                                     $      695,000
   4,995,000 (b)New York State Mortgage Agency, PT-164, 3.675% TOBs (Banque Nationale de Paris LIQ),
             Optional Tender 3/18/1999                                                                      4,995,000
             Total                                                                                         57,560,000
NORTH CAROLINA--2.5%
   9,000,000 Clipper, NC Tax-Exempt Trust Weekly VRDNs (North Carolina State)/(State Street Bank
             and Trust Co. LIQ)                                                                             9,000,000
  15,000,000 Martin County, NC IFA (Series 1993) Weekly VRDNs (Weyerhaeuser Co.)                           15,000,000
   2,050,000 North Carolina Medical Care Commission, Revenue Bonds (Series 1993) Weekly VRDNs
             (Moses H. Cone Memorial)                                                                       2,050,000
  32,845,000 North Carolina State (Series 1998A) PA-342 Weekly VRDNs (Merrill Lynch Capital
             Services, Inc. LIQ)                                                                           32,845,000
  20,000,000 Wake County, NC Industrial Facilities & PCFA (Series 1990A), 3.70% CP (Carolina Power
             & Light Co.)/(First National Bank of Chicago LOC), Mandatory Tender 8/25/1998                 20,000,000
             Total                                                                                         78,895,000
OHIO--3.6%
   1,760,000 Akron, Bath & Copley, OH Joint Township Weekly VRDNs (Visiting Nurses)/(National City
             Bank, Ohio LOC)                                                                                1,760,000
  26,560,000 Banc One Capital Higher Education Tax-Exempt Income Trust (Series 2 Certificates of
             Ownership) Weekly VRDNs (Bank One, Kentucky LOC)                                              26,560,000
   2,000,000 Clark County, OH, Multifamily Housing Revenue Bonds (Series 1997) Weekly VRDNs (Ohio
             Masonic Home)/(Huntington National Bank, Columbus, OH LOC)                                     2,000,000
   3,400,000 Cuyahoga County, OH Hospital Authority (Series 1997D) Daily VRDNs
             (Cleveland Clinic)/(Bank of America NT and SA, San Francisco LIQ)                              3,400,000
   8,635,000 Cuyahoga County, OH Hospital Authority (Series 1998B) Weekly VRDNs
             (Cleveland Clinic)/(Chase Manhattan Bank N.A., New York LIQ)                                   8,635,000
   2,000,000 Cuyahoga County, OH Hospital Authority (Series C) Weekly VRDNs (Cleveland
             Clinic)/(Bank of America NT and SA, San Francisco LIQ)                                         2,000,000
     185,000 Franklin County, OH Hospital Facility Authority (Series 1992) Weekly VRDNs
             (Wesley Glenn, Inc.)/(Fifth Third Bank, Cincinnati LOC)                                          185,000
   8,910,000 Greene County, OH, Various Purpose Limited Tax General Obligation Certificates of
             Indebtedness (Series 1998C), 3.75% BANs, 3/25/1999                                             8,918,319
     215,000 Lucas County, OH, Hospital Improvement Revenue Weekly VRDNs (Sunshine Children's
             Home)/(National City Bank, Ohio LOC)                                                             215,000
   1,080,000 Mahoning County, OH, Housing Revenue Bonds (Series 1995) Weekly VRDNs (Copeland Oaks
             Project)/(Bank One, Ohio, N.A. LOC)                                                            1,080,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
OHIO--CONTINUED
$    770,000 Marion County, OH Hospital Authority (Series 1991) Weekly VRDNs (Marion County, OH
             Pooled Hospital Program)/(Bank One, Ohio, N.A. LOC)                                       $      770,000
     650,000 Montgomery County, OH IDA Weekly VRDNs (Center-Plex Venture)/(KeyBank, N.A. LOC)                 650,000
   1,835,000 Montgomery County, OH, Adjustable Rate Economic Development Revenue Refunding Bonds
             (Series 1997) Weekly VRDNs (Cross Country Inns, Inc.)/(Bank One, Ohio, N.A. LOC)               1,835,000
   4,720,000 Montgomery County, OH, Variable Rate Limited Obligation Revenue Bonds (Series 1996)
             Weekly VRDNs (Society of St. Vincent De Paul)/(National City Bank, Ohio LOC)                   4,720,000
   1,585,000 Montgomery, OH IDA Weekly VRDNs (Bethesda Two Limited Partnership)/(Huntington
             National Bank, Columbus, OH LOC)                                                               1,585,000
   5,000,000 New Albany, OH Community Authority, Adjustable Rate Multi-Purpose Infrastructure
             Improvement Bonds (Series A) Weekly VRDNs (Huntington National Bank, Columbus,OHLOC)           5,000,000
   1,000,000 Ohio State Air Quality Development Authority (Series 1988A) Weekly VRDNs
             (PPG Industries, Inc.)                                                                         1,000,000
  10,000,000 Ohio State Water Development Authority, Pollution Control Revenue Refunding Bonds
             (Series1997) Weekly VRDNs (Philip Morris Cos., Inc.)                                          10,000,000
  16,500,000 Ottawa County, OH, 4.00% BANs, 8/6/1999                                                       16,550,820
   5,560,000 Ottawa County, OH, Regional Water System Improvement, 4.10% BANs, 8/6/1998                     5,560,356
   1,900,000 Rickenbacker, OH Port Authority (Series 1992) Weekly VRDNs (Rickenbacker
             Holdings,Inc.)/(Bank One, Ohio, N.A. LOC)                                                      1,900,000
   8,295,000 Summit County, OH (Series A), 4.50% BANs, 6/3/1999                                             8,345,209
     950,000 Twinsburg, OH IDA Weekly VRDNs (Carl J. Massara Project)/(KeyBank, N.A. LOC)                     950,000
   1,795,000 Wayne County, OH, Health Care Facility Revenue Bonds (Series 1995) Weekly VRDNs
             (D & M Realty Project)/(Bank One, Ohio, N.A. LOC)                                              1,795,000
             Total                                                                                        115,414,704
OKLAHOMA--2.7%
  30,000,000 Oklahoma State Industrial Authority, Flexible Rate Hospital Revenue Bonds (Series
             1990B) Weekly VRDNs (Baptist Medical Center, OK)/(Morgan Guaranty Trust Co., New York
             LIQ)                                                                                          30,000,000
  47,175,000 Oklahoma State Industrial Authority, Health System Revenue Bonds (Series 1995A) Weekly
             VRDNs (Baptist Medical Center, OK)/(Morgan Guaranty Trust Co., New York LIQ)                  47,175,000
  10,940,000 Tulsa, OK International Airport, Variable Rate Certificates (Series 1997B-2) Weekly
             VRDNs (MBIA INS)/(Bank of America NT and SA, San Francisco LIQ)                               10,940,000
             Total                                                                                         88,115,000
OREGON--2.1%
   3,235,000 Clackamas County, OR HFA (Series 1984), 3.75% TOBs (Kaiser Permanente Medical Care
             Program), Optional Tender 10/1/1998                                                            3,235,000
  10,000,000 Multnomah County, OR School District (Series 1998), 4.25% TRANs, 6/30/1999                    10,052,786
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
OREGON--CONTINUED
$ 10,875,000 Oregon State (Series 73F) Weekly VRDNs (Morgan Guaranty Trust Co., New York LOC)          $   10,875,000
  30,000,000 Oregon State, Veteran's Welfare Bonds (Series 73E) Weekly VRDNs (Morgan Guaranty
             TrustCo., New York LOC)                                                                       30,000,000
  11,900,000 Oregon State, Veteran's Welfare Bonds (Series 73H) Weekly VRDNs (Morgan Guaranty
             TrustCo., New York LOC)                                                                       11,900,000
             Total                                                                                         66,062,786
PENNSYLVANIA--9.0%
   4,560,000 Allegheny County, PA IDA, Commercial Development Revenue Bonds (Series 1992) Weekly
             VRDNs (Eleven Parkway Center Associates)/(Mellon Bank N.A., Pittsburgh LOC)                    4,560,000
   4,250,000 Beaver County, PA IDA, PCR Refunding Bonds (1992 Series-E), 3.80% CP (Toledo Edison
             Co.)/(Toronto-Dominion Bank LOC), Mandatory Tender 12/1/1998                                   4,250,000
   5,100,000 Beaver County, PA IDA, PCR Refunding Bonds (1994 Series), 3.60% CP (Duquesne Light
             PowerCo.)/(Swiss Bank Corp., Basle LOC), Mandatory Tender 8/24/1998                            5,100,000
   3,000,000 Clinton County, PA, IDA Weekly VRDNs (Armstrong World Industries, Inc.)/(Mellon Bank
             N.A., Pittsburgh LOC)                                                                          3,000,000
   7,650,000 Commonwealth of Pennsylvania, PA-274 (1st Series of 1997) Weekly VRDNs
             (AMBACINS)/(Merrill Lynch Capital Services, Inc. LIQ)                                          7,650,000
   5,975,000 Commonwealth of Pennsylvania, Trust Receipts (Series 1998 FR/RI-A9) Weekly VRDNs (MBIA
             INS)/(Bayerische Hypotheken-Und Wechsel-Bank Ag LIQ)                                           5,975,000
   5,000,000 Cumberland County, PA Municipal Authority (Series 1994), 3.75% TOBs (United Methodist
             Homes for the Aging)/(PNC Bank, N.A. LOC), Optional Tender 6/1/1999                            5,000,000
   4,000,000 Dallastown Area School District, PA, G.O. Bonds (Series 1998) Weekly VRDNs (FGIC INS)/
             (FGIC Securities Purchase, Inc. LIQ)                                                           4,000,000
   7,500,000 Dauphin County, PA General Authority, (Education and Health Loan Program, Series 1997)
             Weekly VRDNs (AMBAC INS)/(Chase Manhattan Bank N.A., New York LIQ)                             7,500,000
   4,500,000 Dauphin County, PA General Authority (Series A of 1997) Weekly VRDNs (Allhealth Pooled
             Financing Program)/(FSA INS)/(Credit Suisse First Boston LIQ)                                  4,500,000
   3,900,000 Delaware County Authority, PA, Hospital Revenue Bonds (Series of 1996) Weekly VRDNs
             (Crozer-Chester Medical Center)/(KBC Bank N.V., Brussels LOC)                                  3,900,000
   9,000,000 Doylestown Hospital Authority, PA, Doylestown Hospital Revenue Bonds Weekly VRDNs
             (AMBAC INS)/(PNC Bank, N.A. LIQ)                                                               9,000,000
  10,000,000 East Hempfield Township, PA IDA (Series of 1997) Weekly VRDNs (Mennonite
             Home)/(Dauphin Deposit Bank and Trust LOC)                                                    10,000,000
   1,500,000 Easton Area School District, PA (Series 1997) Weekly VRDNs (FGIC INS)/(FGIC Securities
             Purchase, Inc. LIQ)                                                                            1,500,000
  12,000,000 Erie County, PA Hospital Authority Weekly VRDNs (St. Vincent Health System)/(Mellon
             BankN.A., Pittsburgh LOC)                                                                     12,000,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
PENNSYLVANIA--CONTINUED
$ 18,000,000 Lancaster County, PA Hospital Authority, Health Center Revenue Bonds (Series 1996)
             WeeklyVRDNs (Masonic Homes)                                                               $   18,000,000
   4,565,000 Lehigh County, PA General Purpose Authority, Revenue Bonds (Series 1990) Weekly VRDNs
             (Phoebe Terrace, Inc.)/(Corestates Bank N.A., Philadelphia, PA LOC)                            4,565,000
   4,875,000 Moon Township, PA IDA Weekly VRDNs (Airport Hotel Associates)/(National City,
             Pennsylvania LOC)                                                                              4,875,000
   2,150,000 New Castle, PA Area Hospital Authority (Series 1996) Weekly VRDNs (Jameson Memorial
             Hospital)/(FSA INS)/(PNC Bank, N.A. LIQ)                                                       2,150,000
   4,900,000 North Lebanon Township, PA, Municipal Authority Mortgage Bonds Weekly VRDNs
             (GraceCommunity, Inc.)/(Corestates Bank N.A., Philadelphia, PA LOC)                            4,900,000
   3,000,000 North Penn Health, Hospital and Education Authority, PA, Hospital Revenue Bonds
             (Series1998) Weekly VRDNs (North Penn Hospital, PA)/(First Union National Bank,
             Charlotte,N.C. LOC)                                                                            3,000,000
   2,500,000 Northampton County, PA Higher Education Authority, PA-176 Weekly VRDNs
             (MBIAINS)/(Merrill Lynch Capital Services, Inc. LIQ)                                           2,500,000
  18,705,000 Pennsylvania Housing Finance Authority, PT-119A (Series 1997-56C) Weekly VRDNs
             (CreditSuisse First Boston LIQ)                                                               18,705,000
   2,000,000 Pennsylvania State Higher Education Facilities Authority (Series B1), 4.50% TOBs
             (Allentown College of St. Francis de Sales)/(PNC Bank, N.A. LOC), Mandatory Tender
             11/1/1998                                                                                      2,003,047
   3,000,000 Pennsylvania State Higher Education Facilities Authority (Series B2), 4.50% TOBs
             (CarlowCollege)/(PNC Bank, N.A. LOC), Mandatory Tender 11/1/1998                               3,004,571
   3,245,000 (b)Pennsylvania State University, PT-157 (Series 1992), 3.75% TOBs (Rabobank
             Nederland, Utrecht LIQ), Optional Tender 1/14/1999                                             3,245,000
  33,900,000 Philadelphia, PA Gas Works (Series C), 3.60% CP (Canadian Imperial Bank of Commerce,
             Toronto LOC), Mandatory Tender 9/17/1998 33,900,000 6,870,000
   Philadelphia, PA IDA (Series 93) Weekly VRDNs (Sackett Development)/(Mellon
   Bank N.A.,
             Pittsburgh LOC)                                                                                6,870,000
  15,100,000 Philadelphia, PA Redevelopment Authority, Multi-Family Revenue Bonds (Series 1985)
             WeeklyVRDNs (Franklin Town Towers)/(Marine Midland Bank N.A., Buffalo, NY LOC)                15,100,000
  22,000,000 Philadelphia, PA School District (Series B), 4.25% TRANs (PNC Bank, N.A. LOC),
             6/30/1999                                                                                     22,120,082
  18,475,000 Philadelphia, PA Water & Wastewater System (Series 1997A) PT-1033 Weekly VRDNs (AMBAC
             INS)/(Merrill Lynch Capital Services, Inc. LOC)                                               18,475,000
  18,000,000 Philadelphia, PA, 4.25% TRANs, 6/30/1999                                                      18,097,320
   9,800,000 Sayre, PA, Health Care Facilities Authority Weekly VRDNs (VHA of Pennsylvania)/
             (AMBAC INS)/(Mellon Bank N.A., Pittsburgh LIQ)                                                 9,800,000
   6,000,000 Sayre, PA, Health Care Facilities Authority (Series F) Weekly VRDNs
             (VHA of Pennsylvania)/(AMBAC INS)/(Mellon Bank N.A., Pittsburgh LIQ)                           6,000,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
PENNSYLVANIA--CONTINUED
$  4,125,000 Washington County, PA Authority Weekly VRDNs (Eye & Ear Hospital)/(PNC Bank, N.A. LOC)    $    4,125,000
             Total                                                                                        289,370,020
PUERTO RICO--0.2%
   7,500,000 Commonwealth of Puerto Rico, Municipal Securities Trust Receipts (Series 1998-CMC4)
             Weekly VRDNs (MBIA INS)/(Chase Manhattan Corp. LIQ)                                            7,500,000
TENNESSEE--2.2%
  25,000,000 Chattanooga, TN HEFA Weekly VRDNs (McCallie School)/(SunTrust Bank, Atlanta LOC)              25,000,000
   6,100,000 Chattanooga, TN HEFA Weekly VRDNs (Sisken Hospital)/(Nationsbank of Tennessee LOC)             6,100,000
   1,800,000 Jackson County, TN IDB (Series B) Daily VRDNs (Esselte AB)/(Bank of America Illinois
             LOC)                                                                                           1,800,000
   5,600,000 Knox County, TN Health Education & Housing Facilities Board, Adjustable Rate Hospital
             Facilities Revenue Bonds (Series 1996A) Weekly VRDNs (Mercy Health Systems)/
             (Credit Suisse First Boston LIQ)                                                               5,600,000
   5,150,000 Maury County, TN HEFA (Series 1996E) Weekly VRDNs (Southern Healthcare Systems,
             Inc.)/(Bank One, Texas N.A. LOC)                                                               5,150,000
   8,775,000 Memphis, TN Center City Revenue Finance Corp. (Series 1996A) Weekly VRDNs
             (SouthBluffs)/(National Bank of Commerce, Memphis, TN LOC)                                     8,775,000
   2,700,000 Memphis, TN, General Improvement Refunding Bonds (Series 1995A) Weekly VRDNs
             (Westdeutsche Landesbank Girozentrale LOC)                                                     2,700,000
   1,700,000 Metropolitan Government Nashville & Davidson County, TN HEFA (Series 1996)
             WeeklyVRDNs (Dede Wallace Center Project)/(SunTrust Bank, Nashville LOC)                       1,700,000
   4,080,000 Metropolitan Government Nashville & Davidson County, TN HEFA, Educational Facilities
             Revenue Bonds (Series 1997) Weekly VRDNs (Belmont University Project)/
             (SunTrust Bank, Nashville LOC)                                                                 4,080,000
   3,000,000 Montgomery Co, TN Public Building Authority, Pooled Financing Revenue Bonds (Series
             1996) Weekly VRDNs (Montgomery County Loan)/(Nationsbank, N.A., Charlotte LOC)                 3,000,000
   2,700,000 Roane, TN IDB, (Series 1982) Monthly VRDNs (Fortafil Fibers, Inc. Project)/(ABN AMRO
             Bank N.V., Amsterdam LOC)                                                                      2,700,000
   3,500,000 Sevier County, TN Public Building Authority, Local Government Public Improvement Bonds
             (Series II-G-3) Weekly VRDNs (Maryville, TN)/(AMBAC INS)/(KBC Bank
   N.V., Brussels LIQ) 3,500,000 1,825,000 Washington County, TN IDB, Revenue
   Refunding Bonds (Series 1996) Weekly VRDNs
             (Springbrook Properties Project)/(SunTrust Bank, Nashville LOC)                                1,825,000
             Total                                                                                         71,930,000
TEXAS--3.9%
   8,950,000 Aldine, TX Independent School District (Series 1997) SGB-29 Weekly VRDNs
             (TexasPermanent School Fund Guarantee Program GTD)/(Societe Generale, Paris LIQ)               8,950,000
  10,890,000 Aldine, TX Independent School District (Series 1997) SGB-30 Weekly VRDNs
             (TexasPermanent School Fund Guarantee Program GTD)/(Societe Generale, Paris LIQ)              10,890,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
TEXAS--CONTINUED
$ 16,800,000 Austin, TX Utilities System (Series 1997) PT-127 Weekly VRDNs (FSA INS)/(Merrill Lynch
             Capital Services, Inc. LIQ)                                                               $   16,800,000
   3,330,000 Dallas, TX (Series C), 3.70% TOBs, Optional Tender 6/15/1999                                   3,330,000
     400,000 Grapevine, TX, IDC, SimuFlite Training International Project (Series 1993) Weekly
             VRDNs (Southern Air Transport, Inc.)/(Bank of Montreal LOC)                                      400,000
     600,000 Harris County, TX HFDC, Hospital Revenue Bonds (Series 1997) Daily VRDNs
             (MethodistHospital, Harris County, TX)                                                           600,000
  19,140,000 Hurst-Euless-Bedford, TX Independent School District, PT-1050 Weekly VRDNs (Texas
             Permanent School Fund Guarantee Program GTD)/(Merrill Lynch Capital Services, Inc.
             LIQ)                                                                                          19,140,000
   1,620,000 North Richland Hills, TX IDC Weekly VRDNs (Tecnol, Inc.)/(Nationsbank, N.A., Charlotte
             LOC)                                                                                           1,620,000
  18,000,000 Plano ISD, TX, Variable Rate Unlimited Tax School Building Bonds (Series 1997), 3.55%
             TOBs (Texas Permanent School Fund Guarantee Program GTD)/(Union Bank of Switzerland,
             ZurichLIQ), Mandatory Tender 8/10/1998                                                        18,000,000
   4,970,000 TX Pooled Tax Exempt Trust, Certificates of Participation (Series 1996) Weekly VRDNs
             (Bank One, Texas N.A. LOC)                                                                     4,970,000
  33,745,000 Texas Small Business Industrial Development Corp. (Series 1986) Weekly VRDNs
             (TexasPublic Facilities Capital Access Program)/(KBC Bank N.V., Brussels LOC)                 33,745,000
   8,500,000 Texas State (Series A), 4.75% TRANs, 8/31/1998                                                 8,506,117
             Total                                                                                        126,951,117
VERMONT--0.0%
   1,000,000 Vermont Educational and Health Buildings Financing Agency (Series 1995A) Weekly VRDNs
            (KeyBank, N.A. LOC)                                                                             1,000,000
VIRGINIA--0.7%
   6,420,000 Alexandria, VA Redevelopment and Housing Authority (Series 1996A) Weekly VRDNs (Glebe
             Park Apartments Project)/(KBC Bank N.V., Brussels LOC)                                         6,420,000
   3,800,000 Arlington County, VA Weekly VRDNs (Ballston Public Parking)/(Citibank NA, New York
             LOC)                                                                                           3,800,000
   4,000,000 Fairfax County, VA EDA (Series 1995) Weekly VRDNs (American Society of Civil Engineers
             Foundation, Inc. Project)/(Mellon Bank N.A., Pittsburgh LOC)                                   4,000,000
   9,600,000 York County, VA IDA (Series 1985), 3.70% CP (Virginia Electric Power Co.), Mandatory
             Tender10/16/1998                                                                               9,600,000
             Total                                                                                         23,820,000
WASHINGTON--0.1%
   2,200,000 Port of Seattle, WA, IDR Bonds (Series 1985) Weekly VRDNs (Douglas
Management Co.
             Project)/(Mellon Bank N.A., Pittsburgh LOC)                                                    2,200,000
   1,935,000 Washington State Housing Finance Commission (1997 Series 5N-S), 3.85% TOBs, Mandatory
             Tender 12/15/1998                                                                              1,935,000
             Total                                                                                          4,135,000
</TABLE>
    
TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                     VALUE
<C>          <S>                                                                                       <C>
(A) SHORT-TERM MUNICIPALS--CONTINUED
WEST VIRGINIA--0.3%
$  7,870,000 Cabell County Commission, WV, Life Care Facilities Multi-Option Revenue Bonds (Series
             1995) Weekly VRDNs (Foster Foundation)/(Huntington National Bank, Columbus, OH LOC)       $    7,870,000
   3,000,000 Marshall County, WV, PCR (Series 1992) Weekly VRDNs (PPG Industries, Inc.)                     3,000,000
             Total                                                                                         10,870,000
WISCONSIN--2.4%
   1,800,000 Appleton, WI Area School District, 4.05% BANs, 11/10/1998                                      1,800,372
   3,250,000 Hancock, WI, Industrial Development Revenue Refunding Bonds (Series 1996) Weekly VRDNs
             (Ore-Ida Foods, Inc.)/(Heinz (H.J.) Co. GTD)                                                   3,250,000
   5,175,000 Kettle Moraine, WI School District, 4.10% TRANs, 8/31/1998                                     5,175,656
   6,700,000 Menomonee Falls, WI School District, 4.10% TRANs, 8/28/1998                                    6,700,714
  28,100,000 Milwaukee, WI, Trust Receipts (Series 1998) Daily VRDNs (National Westminster Bank,
             PLC, London LIQ)                                                                              28,100,000
   7,900,000 New Berlin, WI, 4.10% TRANs, 8/27/1998                                                         7,901,199
   3,750,000 Verona, WI Area School District, 3.95% TRANs, 8/26/1998                                        3,750,048
  21,590,000 Wisconsin Health and Educational Facilities Authority, MERLOTs (Series 1997B)
             WeeklyVRDNs (Sinai Samaritan Medical Center, Inc.)/(MBIA INS)/(Corestates Bank N.A.,
             Philadelphia, PA LIQ)                                                                         21,590,000
             Total                                                                                         78,267,989
WYOMING--0.1%
   2,235,000 Douglas, WY, IDR Bonds, 3.80% TOBs (Safeway, Inc.)/(Bankers Trust Co., New York LOC),
             Mandatory Tender 12/1/1998                                                                     2,235,000
   1,125,000 Natrona County, WY, Hospital Revenue, 5.525% TOBs (Grainger (W.W.), Inc.), Optional
             Tender 12/1/1998                                                                               1,125,000
             Total                                                                                          3,360,000
             TOTAL INVESTMENTS (AT AMORTIZED COST)(C)                                                  $3,261,320,015
</TABLE>
    

(a) The Fund invests in securities rated in the highest short-term rating
category by one or more nationally recognized statistical rating organizations
("NRSROs") or unrated securities of comparable quality. An NRSRO's highest
rating category is determined without regard for sub- categories and gradations.
For example, securities rated SP-1+ or SP-1 by Standard & Poor's, MIG-1 or
VMIG-1 by Moody's Investors Service, Inc., or F-1+ or F-1 by Fitch IBCA, Inc.
are all considered rated in the highest short-term rating category. Securities
rated in the highest short-term rating category (and unrated securities of
comparable quality) are identified as First Tier securities. The Fund follows
applicable regulations in determining whether a security is rated and whether a
security rated by multiple NRSROs in different rating categories should be
identified as a First Tier security. At July 31, 1998, the portfolio securities
were rated as follows:

  Tier Rating Based on Total Market Value (Unaudited)

FIRST TIER     SECOND TIER
  100.0%            0%

(b) Denotes a restricted security which is subject to restrictions on resale
under Federal Securities laws. At July 31, 1998, these securities amounted to
$153,178,020 which represents 4.8% of net assets.

(c) Cost for federal tax purposes $3,261,457,294.

Note: The categories of investments are shown as a percentage of net assets

($3,220,286,184) at July 31, 1998.

The following acronyms are used throughout this portfolio:

AMBAC --American Municipal Bond Assurance Corporation BANs --Bond Anticipation
Notes CAPMAC--Capital Municipal Assurance Corporation COL --Collateralized CP
- --Commercial Paper EDA --Economic Development Authority EDC --Economic
Development Commission EDR --Economic Development Revenue FGIC --Financial
Guaranty Insurance Company FHA --Federal Housing Administration FSA --Financial
Security Assurance GNMA --Government National Mortgage Association GO --General
Obligation GTD --Guaranty HEFA --Health and Education Facilities Authority HFA
- --Housing Finance Authority HFDC --Health Facility Development Corporation IDA
- --Industrial Development Authority IDB --Industrial Development Bond IDC
- --Industrial Development Corporation IDR --Industrial Development Revenue IFA
- --Industrial Finance Authority INS --Insured ISD --Independent School District
LIQ --Liquidity Agreement LOCs --Letter(s) of Credit LOC --Letter of Credit LP
- --Limited Partnership MBIA --Municipal Bond Investors Assurance PCR --Pollution
Control Revenue PLC --Public Limited Company PRF --Prerefunded RANs --Revenue
Anticipation Notes SA --Support Agreement TANs --Tax Anticipation Notes TOBs
- --Tender Option Bonds TRANs --Tax and Revenue Anticipation Notes UT --Unlimited
Tax VHA --Veterans Housing Administration VRDNs --Variable Rate Demand Notes


(See Notes which are an integral part of the Financial Statements)


STATEMENT OF ASSETS AND LIABILITIES

TAX-FREE OBLIGATIONS FUND

JULY 31, 1998
   
<TABLE>
<S>                                                                                   <C>          <C>
ASSETS:
Total investments in securities, at amortized cost and value (tax cost $3,261,457,294)             $3,261,320,015
Cash                                                                                                    2,204,877
Income receivable                                                                                      22,125,232
Prepaid expenses                                                                                          110,018
Total assets                                                                                        3,285,760,142
LIABILITIES:
Payable for investments purchased                                                      $57,429,740
Payable for shares redeemed                                                                562,493
Income distribution payable                                                              7,023,164
Accrued expenses                                                                           458,561
Total liabilities                                                                                      65,473,958
NET ASSETS for 3,220,252,875 shares outstanding                                                    $3,220,286,184
NET ASSETS CONSIST OF:
Paid in capital                                                                                    $3,220,252,875
Undistributed net investment income                                                                        (6,573)
Accumulated net realized gain on investments                                                               39,882
Total net assets                                                                                   $3,220,286,184
NET ASSETS VALUE, OFFERING PRICE, AND REDEMPTION PROCEEDS PER SHARE:
INSTITUTIONAL SHARES:
$2,279,769,954 / 2,279,756,872 shares outstanding                                                           $1.00
INSTITUTIONAL SERVICE SHARES:
$940,516,230 / 940,496,003 shares outstanding                                                               $1.00
</TABLE>
    

(See Notes which are an integral part of the Financial Statements)

STATEMENT OF OPERATIONS

TAX-FREE OBLIGATIONS FUND

YEAR ENDED JULY 31, 1998
   
<TABLE>
<S>                                                     <C>           <C>          <C>
INVESTMENT INCOME:
Interest                                                                           $94,553,456
EXPENSES:
Investment advisory fee $ 5,174,140 Administrative personnel and services fee
1,951,404 Custodian fees 1,923 Transfer and dividend disbursing agent fees and
expenses 72,461 Directors'/Trustees' fees 17,746 Auditing fees 13,842 Legal fees
32,982 Portfolio accounting fees 230,793 Shareholder services fee--Institutional
Shares 4,610,695 Shareholder services fee--Institutional Service Shares
1,856,980 Share registration costs 249,291 Printing and postage 76,487 Insurance
premiums 113,779 Taxes 12 Miscellaneous 15,006 Total expenses 14,417,541 Waivers
- -- Waiver of investment advisory fee $(2,661,895) Waiver of shareholder services
fee--Institutional Shares (4,610,695) Total waivers (7,272,590) Net expenses
7,144,951 Net investment income 87,408,505 Net realized gain on investments
131,365 Change in net assets resulting from operations $87,539,870 </TABLE>     

(See Notes which are an integral part of the Financial Statements)

STATEMENT OF CHANGES IN NET ASSETS

TAX-FREE OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
                                                                                               Year Ended July31,
                                                                                            1998               1997
<S>                                                                                   <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS--
Net investment income                                                                 $     87,408,505  $     72,319,761
Net realized gain (loss) on investments ($145,964 net gain and $107,581 net loss,
respectively, as computed for federal income tax purposes)                                     131,365            (9,927)
Change in net assets resulting from operations                                              87,539,870        72,309,834
DISTRUBUTIONS TO SHAREHOLDERS--
Distributions from net investment income
Institutional Shares                                                                       (63,605,236)      (56,940,629)
Institutional Service Shares                                                               (23,803,270)      (15,379,132)
Change in net assets resulting from distributions to shareholders                          (87,408,506)      (72,319,761)
SHARE TRANSACTIONS--
Proceeds from sale of shares                                                            16,237,569,274    12,978,635,504
Net asset value of shares issued to shareholders in payment of distributions declared       12,646,067         9,465,909
Cost of shares redeemed                                                                (15,092,223,527)  (12,847,315,602)
Change in net assets resulting from share transactions                                   1,157,991,814       140,785,811
Change in net assets                                                                     1,158,123,178       140,775,884
NET ASSETS:
Beginning of period                                                                      2,062,163,006     1,921,387,122
End of period (including undistributed net investment income of
$0 and $24,515, respectively)                                                         $  3,220,286,184  $  2,062,163,006
</TABLE>
    

(See Notes which are an integral part of the Financial Statements)

NOTES TO FINANCIAL STATEMENTS

TAX-FREE OBLIGATIONS FUND
   
JULY 31, 1998
    
ORGANIZATION

Money Market Obligations Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act") as an open-end, management
investment company. The Trust consists of six portfolios. The financial
statements included herein are only those of Tax-Free Obligations Fund (the
"Fund"). The financial statements of the other portfolios are presented
separately. The assets of each portfolio are segregated and a shareholder's
interest is limited to the portfolio in which shares are held. The investment
objective of the Fund is to provide dividend income exempt from federal regular
income tax consistent with stability of principal.

The Fund offers two classes of shares: Institutional Shares and Institutional
Service Shares.

SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.

INVESTMENT VALUATIONS

The Fund uses the amortized cost method to value its portfolio securities in
accordance with Rule 2a-7 under the Act.

INVESTMENT INCOME, EXPENSES, AND DISTRIBUTIONS

Interest income and expenses are accrued daily. Bond premium and discount, if
applicable, are amortized as required by the Internal Revenue Code, as amended
(the "Code"). Distributions to shareholders are recorded on the ex- dividend
date.

Income and capital gain distributions are determined in accordance with income
tax regulations which may differ from generally accepted accounting principles.
These differences are primarily due to differing book/tax treatments of
partnerships. The following reclassifications have been made to the financial
statements.

            Increase (Decrease)
  ACCUMULATED          UNDISTRIBUTED
 NET REALIZED         NET INVESTMENT
   GAIN/LOSS             INCOME
    $31,087             $(31,087)


Net investment income, net realized gains/losses, and net assets were not
affected by this reclassification.

FEDERAL TAXES

It is the Fund's policy to comply with the provisions of the Code applicable to
regulated investment companies and to distribute to shareholders each year
substantially all of its income. Accordingly, no provisions for federal tax are
necessary.

   
At July 31, 1998, the Fund, for federal tax purposes, had a capital loss
carryforward of $17,686, which will reduce the Fund's taxable income arising
from future net realized gain on investments, if any, to the extent permitted by
the Code, and thus will reduce the amount of the distributions to shareholders
which would otherwise be necessary to relieve the Fund of any liability for
federal tax. Pursuant to the Code, such capital loss carryforward will expire in
2005.      WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The Fund may engage in when-issued or delayed delivery transactions. The Fund
records when-issued securities on the trade date and maintains security
positions such that sufficient liquid assets will be available to make payment
for the securities purchased. Securities purchased on a when-issued or delayed
delivery basis are marked to market daily and begin earning interest on the
settlement date.

RESTRICTED SECURITIES

Restricted securities are securities that may only be resold upon registration
under federal securities laws or in transactions exempt from such registration.
Many restricted securities may be resold in the secondary market in transactions
exempt from registration. In some cases, the restricted securities may be resold
without registration upon exercise of a demand feature. Such restricted
securities may be determined to be liquid under criteria established by the
Board of Trustees. The Fund will not incur any registration costs upon such
resales. Restricted securities are valued at amortized cost in accordance with
Rule 2a-7 under the Investment Company Act of 1940.     Additional information
on each restricted security held at July 31, 1998, is as follows:

<TABLE>
<CAPTION>

SECURITY                                                                    ACQUISITION DATE  ACQUISITION COST
<S>                                                                              <C>            <C>
Alaska International Airports System, (Series 1998A)                             7/22/1998      $14,333,176
Alaska State Housing Finance Corp., PT-202                                       6/26/1998        7,205,000
Bibb County, GA, PT-199                                                          6/19/1998        8,000,000
California Community College Financing Authority, Trust Receipts
 (Series 1998 FR/RI-A24)                                                          7/16/1998       20,000,000
Illinois Development Finance Authority, PT-131 (Series 1995A)                    10/2/1997        6,000,000
Los Angeles County, CA Unified School District, Trust Receipts, FR/RI-A26         7/1/1998       53,800,000
Maryland State Community Development Administration, (Series 1997)               1/13/1998       23,820,000
New York State Dormitory Authority, PT-192                                        6/5/1998       11,780,000
New York State Mortgage Agency, PT-164                                           3/25/1998        4,995,000
Pennsylvania State University, PT-157 (Series 1992)                              1/29/1998        3,245,000

</TABLE>
    

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts of assets, liabilities, expenses, and revenues reported in
the financial statements. Actual results could differ from those estimated.

OTHER

Investment transactions are accounted for on the trade date.

SHARES OF BENEFICIAL INTEREST
   
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At July 31, 1998, capital paid-in aggregated $3,220,252,875.


Transactions in shares were as follows:

<TABLE>
<CAPTION>

                                                                           YEAR ENDED JULY 31,
                                                                        1998              1997
<S>                                                                <C>               <C>
INSTITUTIONAL SHARES
Shares sold                                                         12,763,472,990   11,143,842,232
Shares issued to shareholders in payment of distributions declared       8,791,413        7,389,962
Shares redeemed                                                    (11,966,763,689) (11,192,024,289)
Net change resulting from Institutional Share transactions             805,500,714      (40,792,095)

<CAPTION>
                                                                          YEAR ENDED JULY 31,
                                                                         1998            1997
<S>                                                                  <C>             <C>
INSTITUTIONAL SERVICE SHARES
Shares sold                                                          3,474,096,284    1,834,793,272
Shares issued to shareholders in payment of distributions declared       3,854,654        2,075,947
Shares redeemed                                                     (3,125,459,838)  (1,655,291,313)
Net change resulting from Institutional Service Share transactions     352,491,100      181,577,906
Net change resulting from share transactions                         1,157,991,814      140,785,811

</TABLE>
    
INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE

Federated Management, the Fund's investment adviser (the "Adviser"), receives
for its services an annual investment advisory fee equal to 0.20% of the Fund's
average daily net assets. The Adviser may voluntarily choose to waive any
portion of its fee. The Adviser can modify or terminate this voluntary waiver at
any time at its sole discretion.

ADMINISTRATIVE FEE

Federated Services Company ("FServ"), under the Administrative Services
Agreement, provides the Fund with administrative personnel and services. The fee
paid to FServ is based on the level of average aggregate daily net assets of all
funds advised by subsidiaries of Federated Investors, Inc. for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

SHAREHOLDER SERVICES FEE

Under the terms of a Shareholder Services Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to 0.25% of average daily net assets
of the Fund for the period. The fee paid to FSS is used to finance certain
services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive any portion of its fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion.

TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES

Fserv, through its subsidiary, Federated Shareholder Services Company ("FSSC")
serves as transfer and dividend disbursing agent for the Fund. The fee paid to
FSSC is based on the size, type, and number of accounts and transactions made by
shareholders.

PORTFOLIO ACCOUNTING FEES

FServ maintains the Fund's accounting records for which it receives a fee. The
fee is based on the level of the Fund's average daily net assets for the period,
plus out-of-pocket expenses.

INTERFUND TRANSACTIONS
   
During the period ended July 31, 1998, the Fund engaged in purchase and sale
transactions with funds that have a common investment adviser (or affiliated
investment advisers), common Directors/Trustees, and/or common Officers. These
purchase and sale transactions were made at current market value pursuant to
Rule 17a-7 under the Act amounting to $5,316,380,000 and $4,618,988,437,
respectively.     

GENERAL

Certain of the Officers and Trustees of the Trust are Officers and Directors or
Trustees of the above companies.
   
YEAR 2000 (UNAUDITED)

Similar to other financial organizations, the Fund could be adversely affected
if the computer systems used by the Fund's service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. The Fund's Adviser and Administrator are taking measures that they
believe are reasonably designed to address the Year 2000 issue with respect to
computer systems that they use and to obtain reasonable assurances that
comparable steps are being taken by each of the Fund's other service providers.
At this time, however, there can be no assurance that these steps will be
sufficient to avoid any adverse impact to the Fund.
    

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of
MONEY MARKET OBLIGATIONS TRUST
(Tax-Free Obligations Fund):
   
We have audited the accompanying statement of assets and liabilities of Tax-
Free Obligations Fund (an investment portfolio of Money Market Obligations
Trust, a Massachusetts business trust), including the schedule of portfolio
investments, as of July 31, 1998, the related statement of operations for the
year then ended, the statement of changes in net assets for each of the two
years in the period then ended, and the financial highlights for the periods
presented. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of July
31, 1998, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Tax-Free Obligations Fund (an investment portfolio of Money Market Obligations
Trust) as of July 31, 1998, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended, and its financial highlights for the periods presented, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
September 25, 1998
    
Tax-Free
Obligations Fund

(A Portfolio of Money Market Obligations Trust)

Institutional Service Shares

   

PROSPECTUS
SEPTEMBER 30, 1998

    

An Open-End Management
Investment Company

TAX-FREE
OBLIGATIONS FUND
INSTITUTIONAL SERVICE SHARES

   

Federated Investors Funds

5800 Corporate Drive

Pittsburgh, Pa 15237-7000

    

DISTRIBUTOR

Federated Securities Corp.

Federated Investors Tower

   

1001 Liberty Avenue

    

Pittsburgh, PA 15222-3779

INVESTMENT ADVISER

Federated Management

Federated Investors Tower

   

1001 Liberty Avenue

    

Pittsburgh, PA 15222-3779

Custodian

State Street Bank and Trust Company

P.O. Box 8600

Boston, MA 02266-8600

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Federated Shareholder Services Company

P.O. Box 8600

Boston, MA 02266-8600

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP

2100 One PPG Place

Pittsburgh, PA 15222

[GRAPHIC]

Federated Securities Corp., Distributor
1-800-341-7400
www.federatedinvestors.com
   

Cusip 60934N880
9110207A-SS (9/98)
    

[GRAPHIC]





Tax-Free Obligations Fund

(A Portfolio of Money Market Obligations Trust)
INSTITUTIONAL SERVICE SHARES
INSTITUTIONAL SHARES

STATEMENT OF ADDITIONAL INFORMATION





   







This Statement of Additional Information should be read with the prospectuses

of Tax-Free Obligations Fund (the "Fund"), a portfolio of Money Market

Obligations Trust (the "Trust") dated September 30, 1998. This Statement is

not a prospectus. You may request a copy of a prospectus or a paper copy of

this Statement, if you have received it electronically, free of charge by

calling 1-800-341-7400.



TAX-FREE OBLIGATIONS FUND
FEDERATED INVESTORS FUNDS
5800 CORPORATE DRIVE
PITTSBURGH, PA 15237-7000
Statement dated September 30, 1998



    



(graphic)

Federated Securities Corp., Distributor

Federated Investors, Inc.

Federated Investors Tower

1001 Liberty Avenue

Pittsburgh, PA 15222-3779

   



Cusip 60934N401

Cusip 60934N880

9110207B (9/98)



    



(graphic)






Table of Contents


   



INVESTMENT POLICIES  1


Acceptable Investments  1

Participation Interests  1

Municipal Leases  1

Credit Enhancement 1

When-Issued and Delayed Delivery Transactions  1

Repurchase Agreements  1

Restricted and Illiquid Securities  2

Credit Enhancement  2


INVESTMENT LIMITATIONS  2


Selling Short and Buying on Margin  2

Issuing Senior Securities and Borrowing Money  2

Pledging Assets  2

Lending Cash or Securities  2

Investing in Commodities  2

Investing in Real Estate  3

Underwriting  3

Concentration of Investments  3

Diversification of Investments  3

Investing in Restricted Securities  3

Investing in Illiquid Securities  3

Investing in Securities of
  Other Investment Companies   3

Investing for Control  3

Investing in Options  3

Regulatory Compliance  4


MONEY MARKET OBLIGATIONS TRUST MANAGEMENT  5


Share Ownership  8

Trustee Compensation  9

Trustee Liability  9


INVESTMENT ADVISORY SERVICES  9


Investment Adviser  9

Advisory Fees  10


BROKERAGE TRANSACTIONS   10



OTHER SERVICES  10


Fund Administration  10

Custodian and Portfolio Accountant  10

Transfer Agent  10

Independent Public Accountants  10

Shareholder Services  10


DETERMINING NET ASSET VALUE  11



REDEMPTION IN KIND  11



MASSACHUSETTS PARTNERSHIP LAW   11



THE FUND'S TAX STATUS  12



PERFORMANCE INFORMATION  12


Yield  12

Effective Yield  12

Tax-Equivalent Yield  12

Tax-Equivalency Table  13

Total Return  13


PERFORMANCE COMPARISONS  14


Economic and Market Information  14


ABOUT FEDERATED INVESTORS, INC.  14


Mutual Fund Market  15

Institutional Clients  15

Bank Marketing  15

Broker/Dealers and Bank Broker/
  Dealer Subsidiaries  15


APPENDIX   16





         




                               INVESTMENT POLICIES




Unless indicated otherwise, the policies described below may be changed by

the Board of Trustees (the "Trustees") without shareholder approval.

Shareholders will be notified before any material change in these policies

becomes effective.



ACCEPTABLE INVESTMENTS

When determining whether a security presents minimal credit risks, the

investment adviser will consider the credit- worthiness of: the issuer of

the security; the issuer of any demand feature applicable to the security; or

any guarantor of either the security or any demand feature.



PARTICIPATION INTERESTS

The financial institutions from which the Fund purchases participation

interests frequently provide or secure from another financial institution

irrevocable letters of credit or guarantees and give the Fund the right to

demand payment of the principal amounts of the participation interests plus

accrued interest on short notice (usually within seven days). The municipal

securities subject to the participation interests are not limited to the

Fund's maximum maturity requirements so long as the participation interests

include the right to demand payment from the issuers of those interests. By

purchasing these participation interests, the Fund is buying a security

meeting the maturity and quality requirements of the Fund and also is

receiving the tax-free benefits of the underlying securities.



MUNICIPAL LEASES

The Fund may purchase municipal securities in the form of participation

interests that represent an undivided proportional interest in lease

payments by a governmental or nonprofit entity. The lease payments and other

rights under the lease provide for and secure payments on the certificates.

Lease obligations may be limited by municipal charter or the nature of the

appropriation for the lease. Furthermore, a lease may provide that the

participants cannot accelerate lease obligations upon default. The

participants would only be able to enforce lease payments as they became due.

In the event of a default or failure of appropriation, unless the

participation interests are credit enhanced, it is unlikely that the

participants would be able to obtain an acceptable substitute source of

payment.



In determining the liquidity of municipal lease securities, the investment

adviser, under the authority delegated by the Trustees, will base its

determination on the following factors: whether the lease can be terminated

by the lessee; the potential recovery, if any, from a sale of the leased

property upon termination of the lease; the lessee's general credit strength

(e.g., its debt, administrative, economic and financial characteristics and

prospects); the likelihood that the lessee will discontinue appropriating

funding for the leased property because the property is no longer deemed

essential to its operations (e.g., the potential for an "event of non-

appropriation"); and any credit enhancement or legal recourse provided upon

an event of non-appropriation or other termination of the lease.



RATINGS

   



The securities in which the Fund invests must be rated in the highest short-

term rating category by one or more nationally recognized statistical rating

organizations ("NRSROs") or be of comparable quality to securities having such

ratings. An NRSRO's highest rating category is determined without regard for

sub-categories and gradations. For example, securities rated SP-1+ or SP-1 by

Standard & Poor's ("S&P"), MIG-1 or VMIG-1 by Moody's Investors Service, Inc.

("Moody's"), or F-1+ or F-1 by Fitch IBCA, Inc. ("Fitch") are all considered

rated in the highest short-term rating category. The Fund will follow

applicable regulations in determining whether a security rated by more than

one NRSRO can be treated as being in the highest short-term rating category;

currently, such securities must be rated by two NRSROs in their highest rating

category. See "Regulatory Compliance."



    

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 in a dollar amount sufficient to make payment for the securities to be

purchased are: segregated on the Fund's records at the trade date; marked to

market daily; and maintained until the transaction is settled. The Fund does

not intend to engage in when-issued and delayed delivery transactions to an

extent that would cause the segregation of more than 20% of the total value

of its assets.



REPURCHASE AGREEMENTS

Certain securities in which the Fund invests may be purchased pursuant to

repurchase agreements. Repurchase agreements are arrangements in which banks,

broker/dealers, and other recognized financial institutions sell securities

to the Fund and agree at the time of sale to repurchase them at a mutually

agreed upon time and price. To the extent that the seller does not repurchase

the securities from the Fund, the Fund could receive less than the repurchase

price on any sale of such securities. The Fund or its custodian will take

possession of the securities subject to repurchase agreements, and these

securities will be marked to market daily. In the event that a defaulting

seller filed for bankruptcy or became insolvent, disposition of such

securities by the Fund might be delayed pending court action. The Fund

believes that under the regular procedures normally in effect for custody of

the Fund's portfolio securities subject to repurchase agreements, a court of

competent jurisdiction would rule in favor of the Fund and allow retention or

disposition of such securities. The Fund will only enter into repurchase

agreements with banks and other recognized financial institutions, such as

broker/dealers, which are deemed by the Fund's adviser to be creditworthy

pursuant to guidelines established by the Trustees.



RESTRICTED AND ILLIQUID SECURITIES

The Fund may invest in commercial paper issued in reliance on the exemption

from registration afforded by Section 4(2) of the Securities Act of 1933.

Section 4(2) commercial paper is restricted as to disposition under federal

securities law, and is generally sold to institutional investors, such as the

Fund, who agree that they are purchasing the paper for investment purposes

and not with a view to public distribution. Any resale by the purchaser must

be in an exempt transaction. Section 4(2) commercial paper is normally resold

to other institutional investors like the Fund through or with the assistance

of the issuer or investment dealers who make a market in Section 4(2)

commercial paper, thus providing liquidity. The Fund believes that Section

4(2) commercial paper and possibly certain other restricted securities which

meet the criteria for liquidity established by the Trustees of the Fund are

quite liquid. The Fund intends, therefore, to treat the restricted securities

which meet the criteria for liquidity established by the Trustees, including

Section 4(2) commercial paper, as determined by the Fund's investment

adviser, as liquid and not subject to the investment limitation applicable to

illiquid securities.



CREDIT ENHANCEMENT

The Fund typically evaluates the credit quality and ratings of credit-enhanced

securities based upon the financial condition and ratings of the party

providing the credit enhancement (the "credit enhancer"), rather than the

issuer. However, credit-enhanced securities will not be treated as having been

issued by the credit enhancer for diversification purposes, unless the Fund

has invested more than 10% of its assets in securities issued, guaranteed or

otherwise credit enhanced by the credit enhancer, in which case the securities

will be treated as having been issued by both the issuer and the credit

enhancer.



The Fund may have more than 25% of its total assets invested in securities

credit enhanced by banks.



                             INVESTMENT LIMITATIONS




SELLING SHORT AND BUYING ON MARGIN

The Fund will not sell any securities short or purchase any securities on

margin but may obtain such short-term credits as are necessary for clearance

of transactions.



ISSUING SENIOR SECURITIES AND BORROWING MONEY

The Fund will not issue senior securities except that the Fund may borrow

money in amounts up to one-third of the value of its total assets, including

the amounts borrowed.



The Fund will not borrow money for investment leverage, but rather as a

temporary, extraordinary, or emergency measure or to facilitate management of

the portfolio by enabling the Fund to meet redemption requests when the

liquidation of portfolio securities is deemed to be inconvenient or

disadvantageous. The Fund will not purchase any securities while borrowings in

excess of 5% of the value of its total assets are outstanding.



PLEDGING ASSETS

The Fund will not mortgage, pledge, or hypothecate any assets except as

necessary to secure permitted borrowings. In those cases, it may pledge

assets having a market value not exceeding the lesser of the dollar amounts

borrowed or 15% of the value of total assets of the fund at the time of the

pledge.



LENDING CASH OR SECURITIES

The Fund will not lend any of its assets. This shall not prevent the Fund

from purchasing or holding bonds, debentures, notes, certificates of

indebtedness or other debt securities or engaging in other transactions where

permitted by its investment objective, policies, and limitations or the

Declaration of Trust.



INVESTING IN COMMODITIES

The Fund will not purchase or sell commodities, commodity contracts, or

commodity futures contracts.



INVESTING IN REAL ESTATE

The Fund will not purchase or sell real estate, although it may invest in

securities of issuers whose business involves the purchase or sale of real

estate or in securities which are secured by real estate or interests in real

estate.



UNDERWRITING

The Fund will not underwrite any issue of securities, except as it may be

deemed to be an underwriter under the Securities Act of 1933 in connection

with the sale of securities in accordance with its investment objective,

policies, and limitations.



CONCENTRATION OF INVESTMENTS

The Fund will not purchase securities if, as a result of such purchase, 25%

or more of the value of its total assets would be invested in any one

industry, or in industrial development bonds or other securities, the

interest upon which is paid from revenues of similar types of projects. The

Fund may invest, as temporary investments, 25% or more of the value of its

total assets in cash or cash items, securities issued or guaranteed by the

U.S. Government its agencies or instrumentalities or instruments secured by

these money market instruments, such as repurchase agreements. The Fund does

not intend to purchase securities that would increase the percentage of its

assets invested in the securities of governmental subdivisions located in any

one state, territory, or U.S. possession to 25% or more. However, the Fund

may invest 25% or more of the value of its assets in tax-exempt project notes

guaranteed by the U.S. government, regardless of the location of the issuing

municipality. If the value of the Fund's assets invested in securities of a

governmental subdivision changes because of changing values, the Fund will

not be required to make any reduction in its holdings.



DIVERSIFICATION OF INVESTMENTS

   



With respect to 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.



    



Under this limitation, each governmental subdivision, including states and

the District of Columbia, territories, possessions of the United States, or

their political subdivisions, agencies, authorities, instrumentalities, or

similar entities, will be considered a separate issuer if its assets and

revenues are separate from those of the governmental body creating it and the

security is backed only by its own assets and revenues. Industrial

development bonds backed only by the assets and revenues of a nongovernmental

user are considered to be issued solely by that user.



INVESTING IN RESTRICTED SECURITIES

The Fund will not invest more than 10% of its total assets in securities

subject to restrictions on resale under federal securities law, except for

restricted securities determined to be liquid under criteria established by

the Trustees.



The above limitations cannot be changed without shareholder approval. The

following limitations, however, may be changed by the Trustees without

shareholder approval. Shareholders will be notified before any material

change in these limitations becomes effective.



INVESTING IN ILLIQUID SECURITIES

The Fund will not invest more than 10% of the value of its net assets in

illiquid securities including certain restricted securities not determined

to be liquid under criteria established by the Trustees and non-negotiable

time deposits.



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 FOR CONTROL

The Fund will not invest in securities of a company for the purpose of

exercising control or management.



INVESTING IN OPTIONS

The Fund will not invest in puts, calls, straddles, spreads, or any

combination of them.



For purposes of the above limitations, the Fund considers certificates of

deposit and demand and time deposits issued by a U.S. branch of a domestic

bank or savings association having capital, surplus, and undivided profits

in excess of $100,000,000 at the time of investment to be "cash items."

Except with respect to borrowing money, if a percentage limitation is

adhered to at the time of investment, a later increase or decrease in

percentage resulting from any change in value or net assets will not result

in a violation of such limitation.



The Fund did not borrow money or pledge securities in excess of 5% of the

value of its net assets during the last fiscal year and has no present intent

to do so during the coming fiscal year.



REGULATORY COMPLIANCE

The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in the

prospectus and this Statement of Additional Information, in order to comply

with applicable laws and regulations, including the provisions of and

regulations under the Investment Company Act of 1940. In particular, the Fund

will comply with the various requirements of Rule 2a-7, which regulates money

market mutual funds. The Fund will determine the effective maturity of its

investments, as well as its ability to consider a security as having received

the requisite short-term ratings by NRSROs, according to Rule 2a-7. The Fund

may change these operational policies to reflect changes in the laws and

regulations without the approval of its shareholders.



                    MONEY MARKET OBLIGATIONS TRUST MANAGEMENT




Officers and Trustees are listed with their addresses, birthdates, present

positions with Money Market Obligations Trust, and principal occupations.

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

Thomas G. Bigley
15 Old Timber Trail
Pittsburgh, PA
Birthdate: February 3, 1934
Trustee
Director or Trustee of the Funds; Director, Member of Executive Committee,
Children's Hospital of Pittsburgh; formerly, Senior Partner, Ernst & Young LLP;
Director, MED 3000 Group, Inc.; Director, Member of Executive Committee,
University of Pittsburgh.

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

William J. Copeland
One PNC Plaza--23rd Floor
Pittsburgh, PA
Birthdate: July 4, 1918
Trustee
Director or Trustee of the Funds; Director and Member of the Executive
Committee, Michael Baker, Inc.; formerly, Vice Chairman and Director, PNC Bank,
N.A., and PNC Bank Corp.; Director, Ryan Homes, Inc.; Director, United Refinery;
Chairman, Pittsburgh Foundation; Director, Forbes Fund;
Chairman, Pittsburgh Civic Light Opera.

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

James E. Dowd, Esq.
571 Hayward Mill Road
Concord, MA
Birthdate: May 18, 1922
Trustee
Director or Trustee of the Funds; Attorney-at-law; Director,
The Emerging Germany Fund, Inc.; formerly, President, Boston
Stock Exchange, Inc.; Regional Administrator, United States
Securities and Exchange Commission.

Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932
Trustee
Director or Trustee of the Funds; Professor of Medicine, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center -
Downtown; Hematologist, Oncologist, and Internist, Presbyterian and Montefiore
Hospitals; formerly, Member, National Board of Trustees, Leukemia Society of
America.

Edward L. Flaherty, Jr., Esq. @
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate: June 18, 1924
Trustee
Attorney of Counsel, Miller, Ament, Henny & Kochuba; Director, Eat'N Park
Restaurants, Inc.; formerly, Counsel, Horizon financial, F.A., Western Region;
Director or Trustee of the Funds.

Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
Birthdate: March 16, 1942
Trustee
Director or Trustee of the Funds; formerly, Representative, Commonwealth of
Massachusetts General Court; President, State Street Bank and Trust Company and
State Street Corporation; Director, VISA USA and VISA International; Chairman
and Director, Massachusetts Banker Association; Director, Depository Trust
Corporation.

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

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925
Trustee
Director or Trustee of the Funds; President, World Society for Ekistics, Athens;
Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., National Defense University and U.S. Space Foundation; President
Emeritus, University of Pittsburgh; Founding Chairman, National Advisory Council
for Environmental Policy and Technology, Federal Emergency Management Advisory
Board and Czech Management Center, Prague; formerly, Professor, United States
Military Academy; Professor, United States Air Force Academy.

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate: June 21, 1935
Trustee
Director or Trustee of the Funds; Public Relations/ Marketing/Conference
Planning; formerly, National Spokesperson, Aluminum Company of America; business
owner.

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

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

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

 * This Trustee is deemed to be an "interested person" as defined in the

Investment Company Act of 1940.



 @ Member of the Executive Committee. The Executive Committee of the Board of

Trustees handles the responsibilities of the Board between meetings of the

Board.

   

As referred to in the list of Trustees and Officers, "Funds" includes the

following investment companies: Automated Government Money Trust; Blanchard

Funds; Blanchard Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust

Series, Inc.; CCB Funds; DG Investor Series; Edward D. Jones & Co. Daily

Passport Cash Trust; Federated Adjustable Rate U.S. Government Fund, Inc.;

Federated American Leaders Fund, Inc.; Federated ARMs Fund; Federated Core

Trust; Federated Equity Funds; Federated Equity Income Fund, Inc.; Federated

Fund for U.S. Government Securities, Inc.; Federated GNMA Trust; Federated

Government Income Securities, Inc.; Federated Government Trust; Federated

High Income Bond Fund, Inc.; Federated High Yield Trust; Federated Income

Securities Trust; Federated Income Trust; Federated Index Trust; Federated

Institutional Trust; Federated Insurance Series; Federated Investment

Portfolios; Federated Investment Trust; Federated Master Trust; Federated

Municipal Opportunities Fund, Inc.; Federated Municipal Securities Fund,

Inc.; Federated Municipal Trust; Federated Short-Term Municipal Trust;

Federated Short-Term U.S. Government Trust; Federated Stock and Bond Fund,

Inc.; Federated Stock Trust; Federated Tax-Free Trust; Federated Total Return

Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S. Government

Securities Fund: 1-3 Years; Federated U.S. Government Securities Fund: 2-5

Years; Federated U.S. Government Securities Fund: 5-10 Years; Federated

Utility Fund, Inc.; Fixed Income Securities, Inc.; High Yield Cash Trust;

Intermediate Municipal Trust; International Series, Inc.; Investment Series

Funds, Inc.; Investment Series Trust; Liberty Term Trust, Inc.--1999; Liberty

U.S. Government Money Market Trust; Liquid Cash Trust; Managed Series Trust;

Money Market Management, Inc.; Money Market Obligations Trust; Money Market

Obligations Trust II; Money Market Trust; Municipal Securities Income Trust;

Newpoint Funds; Regions Funds; RIGGS Funds; Targeted Duration Trust; Tax-Free

Instruments Trust; The Planters Funds; The Virtus Funds; Trust for Financial

Institutions; Trust for Government Cash Reserves; Trust for Short-Term U.S.

Government Securities; Trust for U.S. Treasury Obligations; WesMark Funds;

WCT Funds; and World Investment Series, Inc.

    

SHARE OWNERSHIP
Officers and Trustees as a group own less than 1% of the Fund.



   

As of September 3, 1998, the following shareholders of record owned 5% or more

of the outstanding Institutional Shares of the Fund: The Chase Manhattan Bank,

N.A., New York, New York, owned approximately 243,052,896 shares (11.09%) and

Wachovia Bank of North Carolina, Winston-Salem, North Carolina, owned

approximately 260,947,145 shares (11.91%).



As of September 3, 1998, the following shareholders of record owned 5% or

more of the outstanding Institutional Service Shares of the Fund: Naidot &

Co., Woodbridge, New Jersey, owned approximately 355,871,354 shares

(34.90%); Danco, Fort Wayne, Indiana, owned approximately 65,209,102 shares

(6.40%); Aye Plus, New Orleans, Louisiana, owned approximately 60,460,156

shares (5.93%); Morand & Company, Chicago, Illinois, owned approximately

52,840,160 shares (5.18%); and Kaw & Co., Fort Wayne, Indiana, owned

approximately 50,987,199 shares (5.00%).

    

TRUSTEE COMPENSATION
   
<TABLE>
<CAPTION>
                                 NAME, AGGREGATE
               POSITION WITH COMPENSATION TOTAL COMPENSATION PAID
TRUST                                FROM TRUST*#             FROM FUND COMPLEX
<S>                             <C>                 <C>
John F. Donahue
Chairman and Trustee                      $0              $0 for the Trust and
                          56 other investment companies
                                                          in the Fund Complex
Thomas G. Bigley
Trustee                              $18,351              $111,222 for the Trust and
                          56 other investment companies
                                                          in the Fund Complex
John T. Conroy, Jr.
Trustee                              $20,189              $122,362 for the Trust and
                          56 other investment companies
                                                          in the Fund Complex
William J. Copeland
Trustee                              $20,189              $122,362 for the Trust and
                          56 other investment companies
                                                          in the Fund Complex
J. Christopher Donahue
President and Trustee                     $0              $0 for the Trust and
                          18 other investment companies
                                                          in the Fund Complex
James E. Dowd, Esq.
Trustee                              $20,189              $122,362 for the Trust and
                          56 other investment companies
                                                          in the Fund Complex
Lawrence D. Ellis, M.D.
Trustee                              $18,351              $111,222 for the Trust and
                          56 other investment companies
                                                          in the Fund Complex
Edward L. Flaherty, Jr., Esq.
Trustee                              $20,189              $122,362 for the Trust and
                          56 other investment companies
                                                          in the Fund Complex
Peter E. Madden
Trustee                              $18,351              $111,222 for the Trust and
                          56 other investment companies
                                                          in the Fund Complex
John E. Murray, Jr., J.D., S.J.D.
Trustee                              $18,351              $111,222 for the Trust and
                          56 other investment companies
                                                          in the Fund Complex
Wesley W. Posvar
Trustee                              $18,351              $111,222 for the Trust and
                          56 other investment compamies
                                                          in the Fund Complex
Marjorie P. Smuts
Trustee                              $18,351              $111,222 for th e Trust and
                          56 other unvestment companies
                                                          in the Fund Complex
</TABLE>
    
   

*Information is furnished for the fiscal year ended July 31, 1998.



#The aggregate compensation is provided for the Trust which is comprised of

six portfolios.

    

+The information is provided for the last calendar year.


TRUSTEE LIABILITY
The Declaration of Trust provides that the Trustees will not be liable for

errors of judgment or mistakes of fact or law. However, they are not

protected against any liability to which they would otherwise be subject by

reason of willful misfeasance, bad faith, gross negligence, or reckless

disregard of the duties involved in the conduct of their office.



                          INVESTMENT ADVISORY SERVICES

INVESTMENT ADVISER
   

The Fund's investment adviser is Federated Management. It is a subsidiary of

Federated Investors, Inc. All the voting securities of Federated Investors,

Inc. are owned by a trust, the trustees of which are John F. Donahue, his

wife and his son, J. Christopher Donahue.



The adviser shall not be liable to the Tax-Free Obligations Fund, 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 Tax-Free Obligations Fund.

    

ADVISORY FEES
   

For its advisory services, Federated Management receives an annual

investment advisory fee as described in the prospectus. For the fiscal years

ended July 31, 1998, 1997, and 1996, the adviser earned $5,174,140,

$4,284,365, and $3,668,956, respectively, of which $2,661,895, $2,116,877,

and $2,000,281, respectively, were waived.

                                          




                             BROKERAGE TRANSACTIONS

   

When selecting brokers and dealers to handle the purchase and sale of

portfolio instruments, the adviser looks for prompt execution of the order at

a favorable price. In working with dealers, the adviser will generally use

those who are recognized dealers in specific portfolio instruments, except

when a better price and execution of the order can be obtained elsewhere. The

adviser makes decisions on portfolio transactions and selects brokers and

dealers subject to guidelines established by the Trustees. The adviser may

select brokers and dealers who offer brokerage and research services. These

services may be furnished directly to the Fund or to the adviser and may

include: advice as to the advisability of investing in securities; security

analysis and reports; economic studies; industry studies; receipt of

quotations for portfolio evaluations; and similar services. Research

services provided by brokers and dealers may be used by the adviser or its

affiliates in advising the Fund and other accounts. To the extent that

receipt of these services may supplant services for which the adviser or its

affiliates might otherwise have paid, it would tend to reduce their expenses.

The adviser and its affiliates exercise reasonable business judgment in

selecting brokers who offer brokerage and research services to execute

securities transactions. They determine in good faith that commissions

charged by such persons are reasonable in relationship to the value of the

brokerage and research services provided. During the fiscal years ended July

31, 1998, 1997, and 1996, the Fund paid no brokerage commissions.

    



Although investment decisions for the Fund are made independently from those

of the other accounts managed by the adviser, investments of the type the

Fund may make may also be made by those other accounts. When the Fund and one

or more other accounts managed by the adviser are prepared to invest in, or

desire to dispose of, the same security, available investments or

opportunities for sales will be allocated in a manner believed by the adviser

to be equitable to each. In some cases, this procedure may adversely affect

the price paid or received by the Fund or the size of the position obtained

or disposed of by the Fund. In other cases, however, it is believed that

coordination and the ability to participate in volume transactions will be to

the benefit of the Fund.



                                 OTHER SERVICES

FUND ADMINISTRATION
   

Federated Services Company, a subsidiary of Federated Investors, Inc.,

provides administrative personnel and services to the Fund for a fee as

described in the prospectus. From March 1, 1994 to March 1, 1996, Federated

Administrative Services, a subsidiary of Federated Investors, Inc., served

as the Fund's Administrator. For purposes of this Statement of Additional

Information, Federated Services Company and Federated Administrative

Services may hereinafter collectively be referred to as the

"Administrators." For the fiscal years ended July 31, 1998, 1997, and 1996,

the Administrators earned $1,951,404, $1,617,952, and $1,387,430,

respectively.

    

CUSTODIAN AND PORTFOLIO ACCOUNTANT
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. The fee paid for this service is based upon the

level of the Fund's average net assets for the period plus out-of-pocket

expenses.



TRANSFER AGENT
Federated Services Company, through its registered transfer agent, Federated

Shareholder Services Company, maintains all necessary shareholder records.

For its services, the transfer agent receives a fee based on the size, type,

and number of accounts and transactions made by shareholders.



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

Pittsburgh, PA.



SHAREHOLDER SERVICES
This arrangement permits the payment of fees to Federated Shareholder

Services to cause services to be provided which are necessary for the

maintenance of shareholder accounts and to encourage personal services to

shareholders by a representative who has knowledge of the shareholder's

particular circumstances and goals. These activities and services may

include but are not limited to providing office space, equipment, telephone

facilities, and various clerical, supervisory, computer, and other personnel

as necessary or beneficial to establish and maintain shareholder accounts and

records; processing purchase and redemption transactions and automatic

investments of client account cash balances; answering routine client

inquiries; and assisting clients in changing dividend options, account

designations, and addresses.



   

By adopting the Shareholder Services Agreement, the Trustees expect that the

Fund will benefit by: (1) providing personal services to shareholders; (2)

investing shareholder assets with a minimum of delay and administrative

detail; (3) enhancing shareholder recordkeeping systems; and (4) responding

promptly to shareholders' requests and inquiries concerning their accounts.



For the fiscal year ended July 31, 1998, the Fund earned shareholder service

fees on behalf of Institutional Shares and Institutional Service Shares in

the amounts of $4,610,695 and $1,856,980, respectively, of which $0 and

$1,856,980, respectively, were paid to financial institutions.

                                          




                           DETERMINING NET ASSET VALUE

The Trustees have decided that the best method for determining the value of

portfolio instruments is amortized cost. Under this method, portfolio

instruments are valued at the acquisition cost as adjusted for amortization

of premium or accumulation of discount rather than at current market value.

Accordingly, neither the amount of daily income nor the net asset value is

affected by any unrealized appreciation or depreciation of the portfolio. In

periods of declining interest rates, the indicated daily yield on shares of

the Fund computed by dividing the annualized daily income on the Fund's

portfolio by the net asset value computed as above may tend to be higher than

a similar computation made by using a method of valuation based upon market

prices and estimates. In periods of rising interest rates, the opposite may

be true.



The Fund's use of the amortized cost method of valuing portfolio instruments

depends on its compliance with certain conditions in Rule 2a-7 (the "Rule")

promulgated by the Securities and Exchange Commission under the Investment

Company Act of 1940. Under the Rule, the Trustees must establish procedures

reasonably designed to stabilize the net asset value per share, as computed

for purposes of distribution and redemption, at $1.00 per share, taking into

account current market conditions and the Fund's investment objective. The

procedures include monitoring the relationship between the amortized cost

value per share and the net asset value per share based upon available

indications of market value. The Trustees will decide what, if any, steps

should be taken if there is a difference of more than 0.5 of 1% between the

two values. The Trustees will take any steps they consider appropriate (such

as redemption in kind or shortening the average portfolio maturity) to

minimize any material dilution or other unfair results arising from

differences between the two methods of determining net asset value.



                               REDEMPTION IN KIND

The Fund is obligated to redeem shares solely in cash up to $250,000 or 1% of

the Fund's net asset value, whichever is less, for any one shareholder within

a 90-day period. Any redemption beyond this amount will also be in cash

unless the Trustees determine that further payments should be in kind. In

such cases, the Fund will pay all or a portion of the remainder of the

redemption in portfolio instruments valued in the same way as the Fund

determines net asset value. The portfolio instruments will be selected in a

manner that the Trustees deem fair and equitable. Redemption in kind is not

as liquid as a cash redemption. If redemption is made in kind, shareholders

who sell these securities could receive less than the redemption value and

could incur certain transaction costs.



                          MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable as

partners under Massachusetts law for obligations of the Trust. To protect its

shareholders, the Trust has filed legal documents with Massachusetts that

expressly disclaim the liability of its shareholders for acts or obligations

of the Trust. These documents require notice of this disclaimer to be given

in each agreement, obligation, or instrument the Trust or its Trustees enter

into or sign.



In the unlikely event a shareholder is held personally liable for the Trust's

obligations, the Trust is required by the Declaration of Trust to use its

property to protect or compensate the shareholder. On request, the Trust will

defend any claim made and pay any judgment against a shareholder for any act or

obligation of the Trust. Therefore, financial loss resulting from liability as

a shareholder will occur only if the Trust itself cannot meet its obligations

to indemnify shareholders and pay judgments against them.



                              THE FUND'S TAX STATUS

   

To qualify for the special tax treatment afforded to regulated investment

companies, the Fund must, among other requirements: derive at least 90% of

its gross income from dividends, interest, and gains from the sale of

securities; invest in securities within certain statutory limits; and

distribute to its shareholders at least 90% of its net income earned during

the year.

                                          

                             PERFORMANCE INFORMATION
Performance depends upon such variables as: portfolio quality; average

portfolio maturity; type of instruments in which the portfolio is invested;

changes in interest rates; changes in expenses; and the relative amount of

cash flow. To the extent that financial institutions and broker/dealers

charge fees in connection with services provided in conjunction with an

investment in shares of the Fund, the performance will be reduced for those

shareholders paying those fees.



YIELD
The yield is calculated based upon the seven days ending on the day of the

calculation, called the "base period." This yield is computed by: determining

the net change in the value of a hypothetical account with a balance of one

share at the beginning of the base period, with the net change excluding

capital changes but including the value of any additional shares purchased

with dividends earned from the original one share and all dividends declared

on the original and any purchased shares; dividing the net change in the

account's value by the value of the account at the beginning of the base

period to determine the base period return; and multiplying the base period

return by 365/7.



   

For the seven-day period ended July 31, 1998, the yield for Institutional

Shares and Institutional Service Shares was 3.47% and 3.22%, respectively.

    

EFFECTIVE YIELD
The effective yield is calculated by compounding the unannualized base period

return by: adding 1 to the base period return; raising the sum to the 365/7th

power; and subtracting 1 from the result.



   

For the seven-day period ended July 31, 1998, the effective yield for

Institutional Shares and Institutional Service Shares was 3.53% and 3.27%,

respectively.

    

TAX-EQUIVALENT YIELD
The tax-equivalent yield of the Fund is calculated similarly to the yield but

is adjusted to reflect the taxable yield that the Fund would have had to earn

to equal its actual yield, assuming 28% tax rate (the maximum effective

federal rate for individuals) and assuming that the income is 100% tax

exempt.



   

For the seven-day period ended July 31, 1998, the tax-equivalent yield for

Institutional Shares and Institutional Service Shares was 4.90% and 4.54%,

respectively.

    

TAX-EQUIVALENCY TABLE
A tax-equivalency table may be used in advertising and sales literature. The

interest earned by the municipal securities in the Fund's portfolio generally

remains free from federal regular income tax,* and is often free from state

and local taxes as well. As the table below indicates, a "tax-free"

investment can be an attractive choice for investors, particularly in times

of narrow spreads between tax-free and taxable yields.

   



TAXABLE YIELD EQUIVALENT FOR 1998
 MULTISTATE MUNICIPAL FUNDS
FEDERAL INCOME TAX BRACKET:
           15.00%   28.00%    31.00%    36.00%   39.60%

JOINT
 RETURN      $1-    $42,351   $102,301  $151,951-     over
         42,350     102,300    155,950   278,450   278,456
SINGLE
RETURN       $1-    $25,351-  $ 61,401- $128,450-  $78,450

                                   TAX-EXEMPT
 YIELD      TAXABLE YIELD EQUIVALENT
     1.00%  1.18%    1.39%     1.45%     1.56%    1.66%
     1.50%  1.76%    2.08%     2.17%     2.34%    2.48%
     2.00%  2.35%    2.78%     2.90%     3.13%    3.31%
     2.50%  2.94%    3.47%     3.62%     3.91%    4.14%
     3.00%  3.53%    4.17%     4.35%     4.69%    4.97%
     3.50%  4.12%    4.86%     5.07%     5.47%    5.79%
     4.00%  4.71%    5.56%     5.80%     6.25%    6.62%
     4.50%  5.29%    6.25%     6.52%     7.03%    7.45%
     5.00%  5.88%    6.94%     7.25%     7.81%    8.28%
     5.50%  6.47%    7.64%     7.97%     8.59%    9.11%
     6.00%  7.06%    8.33%     8.70%     9.38%    9.93%
     6.50%  7.65%    9.03%     9.42%    10.16%   10.76%
     7.00%  8.24%    9.72%    10.14%    10.94%   11.59%
     7.50%  8.82%   10.42%    10.87%    11.72%   12.42%
     8.00%  9.41%   11.11%    11.59%    12.50%   13.25%


Note: The maximum marginal tax rate for each bracket was used in calculating

the taxable yield equivalent.



The chart above is for illustrative purposes only. It is not an indicator of

past or future performance of the Fund.



* Some portion of the Fund's income may be subject to the federal alternative

minimum tax and state and local taxes.



    

TOTAL RETURN
Average annual total return is the average compounded rate of return for a

given period that would equate a $1,000 initial investment to the ending

redeemable value of that investment. The ending redeemable value is computed by

multiplying the number of shares owned at the end of the period by the net

asset value per share at the end of the period. The number of shares owned at

the end of the period is based on the number of shares purchased at the

beginning of the period with $1,000, adjusted over the period by any additional

shares, assuming the monthly reinvestment of all dividends and distributions.



   
For the one-year and five-year periods ended July 31, 1998, and for the period

from December 12, 1989 (start of performance) through July 31, 1998, the

average annual total returns were 3.50%, 3.33%, and 3.67%, respectively, for

Institutional Shares.



For the one-year period ended July 31, 1998, and for the period from July 5,

1994 (date of initial public investment) through July 31, 1998, the average

annual total returns were 3.25% and 3.27%, respectively, for Institutional

Service Shares.

                                          



                             PERFORMANCE COMPARISONS

Investors may use financial publications and/or indices to obtain a more

complete view of the Fund's performance. When comparing performance,

investors should consider all relevant factors such as the composition of any

index used, prevailing market conditions, portfolio compositions of other

funds, and methods used to value portfolio securities and compute 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.



   

IBC/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.



Advertising and other promotional literature may include charts, graphs and

other illustrations using the Fund's returns, or returns in general, that

demonstrate basic investment concepts such as tax-deferred compounding,

dollar-cost averaging and systematic investment. In addition, the Fund can

compare its performance, or performance for the types of securities in which

it invests, to a variety of other investments, such as bank savings accounts,

certificates of deposit, and Treasury bills.



ECONOMIC AND MARKET INFORMATION
   

Advertising and sales literature for the Fund may include discussions of

economic, financial and political developments and their effect on the

securities market. Such discussions may take the form of commentary on these

developments by Fund portfolio managers and their views and analysis on how

such developments could affect the funds. In addition, advertising and sales

literature may quote statistics and give general information about the mutual

fund industry, including the growth of the industry, from sources such as the

Investment Company Institute.



                         ABOUT FEDERATED INVESTORS, INC.

Federated Investors, Inc. is dedicated to meeting investor needs which is

reflected in its investment decision making --structured, straightforward,

and consistent. This has resulted in a history of competitive performance

with a range of competitive investment products that have gained the

confidence of thousands of clients and their customers.

    



The company's disciplined security selection process is firmly rooted in

sound methodologies backed by fundamental and technical research. Investment

decisions are made and executed by teams of portfolio managers, analysts, and

traders dedicated to specific market sectors. These traders handle trillions

of dollars in annual trading volume.



   

In the money market sector, Federated Investors, Inc. gained prominence in

the mutual fund industry in 1974 with the creation of the first institutional

money market fund. Simultaneously, the company pioneered the use of the

amortized cost method of accounting for valuing shares of money market funds,

a principal means used by money managers today to value money market fund

shares. Other innovations include the first institutional tax-free money

market fund. As of December 31, 1997, Federated managed more than $63.1

billion in assets across 51 money market funds, including 18 government, 11

prime and 22 municipal with assets approximating $35 billion, $17.1 billion,

and $10.9 billion, respectively.



The Chief Investment Officers responsible for oversight of the various

investment sectors within Federated Investors, Inc. are: U.S. equity and high

yield--J. Thomas Madden; U.S. fixed income--William D. Dawson, III; and

global equities and fixed income--Henry A. Frantzen. The Chief Investment

Officers are Executive Vice Presidents of the Federated advisory companies.

    

MUTUAL FUND MARKET
   

Thirty-seven percent of American households are pursuing their financial

goals through mutual funds. These investors, as well as businesses and

institutions, have entrusted over $4.4 trillion to the more than 6,700 funds

available.*



Federated Investors, Inc., through its subsidiaries, distributes mutual

funds for a variety of investment applications. Specific markets include:

    

INSTITUTIONAL CLIENTS
   

Federated Investors, Inc. meets the needs of approximately 900 institutional

clients nationwide by managing and servicing separate accounts and mutual

funds for a variety of applications, including defined benefit and defined

contribution programs, cash management, and asset/liability management.

Institutional clients include corporations, pension funds, tax-exempt

entities, foundations/endowments, insurance companies, and investment and

financial advisors. The marketing effort to these institutional clients is

headed by John B. Fisher, President, Institutional Sales Division.

    

BANK MARKETING
Other institutional clients include close relationships with more than 1,600

banks and trust organizations. Virtually all of the trust divisions of the

top 100 bank holding companies use Federated funds in their clients'

portfolios. The marketing effort to trust clients is headed by Timothy C.

Pillion, Senior Vice President, Bank Marketing & Sales.



BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated funds are available to consumers through major brokerage firms

nationwide--we have over 2,200 broker/dealer and bank broker/dealer

relationships across the country--supported by more wholesalers than any

other mutual fund distributor. Federated's service to financial

professionals and institutions has earned it high ratings in several surveys

performed by DALBAR, Inc. DALBAR is recognized as the industry benchmark for

service quality measurement. The marketing effort to these firms is headed by

James F. Getz, President, Federated Securities Corp.



*Source: Investment Company Institute



APPENDIX
STANDARD& POOR'S RATINGS GROUP SHORT-TERM MUNICIPAL OBLIGATION RATINGS
   

A Standard & Poor's (S&P) note rating reflects the liquidity concerns and

market access risks unique to notes.

    



SP-1--Very strong or strong capacity to pay principal and interest. Those

issues determined to possess overwhelming safety characteristics will be

given a plus sign (+) designation.



SP-2--Satisfactory capacity to pay principal and interest.



VARIABLE RATE DEMAND NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS S&P
assigns dual ratings to all long-term debt issues that have as part of

their provisions a variable rate demand feature. The first rating (long-term

rating) addresses the likelihood of repayment of principal and interest when

due, and the second rating (short-term rating) describes the demand

characteristics. Several examples are AAA/A-l+, AA/A-I+, A/A-1. (The

definitions for the long-term and the short-term ratings are provided below.)



COMMERCIAL PAPER (CP) RATINGS
An S&P commercial paper rating is a current assessment of the likelihood of

timely payment of debt having an original maturity of no more than 365 days.



A-1--This highest category indicates that the degree of safety regarding

timely payment is strong. Those issues determined to possess extremely strong

safety characteristics are denoted with a plus sign (+) designation.



A-2--Capacity for timely payment on issues with this designation is

satisfactory. However, the relative degree of safety is not as high as for

issues designated A-1.



LONG-TERM DEBT RATINGS
AAA--Debt rated "AAA" has the highest rating assigned by S&P. Capacity to pay

interest and repay principal is extremely strong.



AA--Debt rate "AA" has a very strong capacity to pay interest and repay

principal and differs from the highest rated issues only in small degree.



A--Debt rated "A" has a strong capacity to pay interest and repay principal

although it is somewhat more susceptible to the adverse effects of changes in

circumstances and economic conditions than debt in higher rated categories.



   
MOODY'S INVESTORS SERVICE, INC. SHORT-TERM MUNICIPAL OBLIGATIONS RATINGS
    



Moody's Investor Service, Inc. (Moody's) short-term ratings are designated

Moody's Investment Grade (MIG or VMIG) (see below). The purpose of the MIG or

VMIG ratings is to provide investors with a simple system by which the

relative investment qualities of short-term obligations may be evaluated.



MIG1--This designation denotes best quality. There is present strong

protection by established cash flows, superior liquidity support or

demonstrated broad based access to the market for refinancing.



MIG2--This designation denotes high quality. Margins of protection are ample

although not so large as in the preceding group.



VARIABLE RATE DEMAND NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
Short-term ratings on issues with demand features are differentiated by the

use of the VMIG symbol to reflect such characteristics as payment upon

periodic demand rather than fixed maturity dates and payment relying on

external liquidity. In this case, two ratings are usually assigned, (for

example, Aaa/VMIG-1); the first representing an evaluation of the degree of

risk associated with scheduled principal and interest payments, and the

second representing an evaluation of the degree of risk associated with the

demand feature. The VMIG rating can be assigned a 1 or 2 designation using

the same definitions described above for the MIG rating.




COMMERCIAL PAPER (CP) RATINGS
P-1--Issuers rated Prime-1 (or related supporting institutions) have a

superior capacity for repayment of short-term promissory obligations. Prime-

1 repayment capacity will normally be evidenced by the following

characteristics: leading market positions in well established industries,

high rates of return on funds employed, conservative capitalization

structure with moderate reliance on debt and ample asset protection, broad

margins in earning coverage of fixed financial charges and high internal cash

generation, well-established access to a range of financial markets and

assured sources of alternate liquidity.



P-2--Issuers rated Prime-2 (or related supporting institutions) have a

strong capacity for repayment of short-term promissory obligations. This

will normally be evidenced by many of the characteristics cited above, but to

a lesser degree. Earnings trends and coverage ratios, while sound, will be

more subject to variation. Capitalization characteristics, while still

appropriate, may be more affected by external conditions. Ample alternate

liquidity is maintained.



LONG-TERM DEBT RATINGS
AAA--Bonds which are rated Aaa are judged to be of the best quality. They

carry the smallest degree of investment risk and are generally referred to as

"gilt edged." Interest payments are protected by a large or by an

exceptionally stable margin and principal is secure. While the various

protective elements are likely to change, such changes as can be visualized

are most unlikely to impair the fundamentally strong position of such issues.



AA--Bonds which are rated Aa are judged to be of high quality by all

standards. Together with the Aaa group, they comprise what are generally

known as high grade bonds. They are rated lower than the best bonds because

margins of protection may not be as large as in Aaa securities or fluctuation

of protective elements may be of greater amplitude or there may be other

elements present which make the long-term risks appear somewhat larger than

in Aaa securities.



A--Bonds which are rated A possess many favorable investment attributes and

are to be considered as upper medium grade obligations. Factors giving

security to principal and interest are considered adequate but elements may

be present which suggest a susceptibility to impairment sometime in the

future.



NR--Indicates that both the bonds and the obligor or credit enhancer are not

currently rated by S&P or Moody's with respect to short-term indebtedness.

However, management considers them to be of comparable quality to securities

rated A-1 or P-1.



NR(1)--The underlying issuer/obligor/guarantor has other outstanding debt

rated "AAA" by S&P or "Aaa" by Moody's.



NR(2)--The underlying issuer/obligor/guarantor has other outstanding debt

rated "AA" by S&P or "Aa" by Moody's.



NR(3)--The underlying issuer/obligor/guarantor has other outstanding debt

rated "A" by S&P or Moody's.



FITCH INVESTORS SERVICE, INC. SHORT-TERM DEBT RATING DEFINITIONS
F-1+--Exceptionally Strong Credit Quality. Issues assigned this rating are

regarded as having the strongest degree of assurance for timely payment.



F-1--Very Strong Credit Quality. Issues assigned this rating reflect an

assurance for timely payment, only slightly less in degree than issues rated

F-1+.



F-2--Good Credit Quality. Issues carrying this rating have a satisfactory

degree of assurance for timely payment, but the margin of safety is not as

great as for issues assigned F-1+ and F-1 ratings.






Treasury Obligations Fund

(A Portfolio of Money Market Obligations Trust)
Institutional Service Shares

PROSPECTUS

The Institutional Service Shares of Treasury Obligations Fund (the "Fund")
offered by this prospectus represent interests in a 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. Treasury securities to achieve
current income consistent with stability of principal.

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

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

   

The Fund has also filed a Statement of Additional Information dated September
30, 1998, with the Securities and Exchange Commission ("SEC"). The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information or a paper copy of this prospectus, if you have received
your prospectus electronically, free of charge by calling 1-800-341-7400. To
obtain other information, or make inquiries about the Fund, contact the Fund at
the address listed in the back of this prospectus. The Statement of Additional
Information, material incorporated by reference into this document, and other
information regarding the Fund is maintained electronically with the SEC at
Internet Web site (http://www.sec.gov).

    

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

   

PROSPECTUS DATED SEPTEMBER 30, 1998

    

TABLE OF CONTENTS
   
Summary of Fund Expenses   1

Financial Highlights - Institutional Service Shares   2

General Information   3

Year 2000 Statement   3

Investment Information   3

Investment Objective   3

Investment Policies   3

Investment Limitations   4

Fund Information   4

Management of the Fund   4

Distribution of Institutional Service Shares    5

Administration of the Fund   5

Net Asset Value   5

How to Purchase Shares   5

Purchasing Shares by Wire   6

Purchasing Shares by Check   6

Invest-by-Phone   6

How to Redeem Shares   6

Redeeming Shares by Telephone   6

Redeeming Shares by Mail   7

Account and Share Information   7

Dividends   7

Capital Gains   7

Account Activity   7

Accounts with Low Balances   7

Voting Rights   7

Tax Information   7

Federal Income Tax   7

State and Local Taxes   8

Other Classes of Shares   8

Performance Information   8

Last Meeting of Shareholders   9

Financial Highlights - Institutional Shares   10

Financial Highlights - Institutional Capital Shares   11

Financial Statements  12

Report of Independent Public Accountants   20

    

SUMMARY OF FUND EXPENSES
   
<TABLE>
<CAPTION>

                              INSTITUTIONAL SERVICE SHARES
                            SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                              <C>     <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)            None
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage
 of offering price)                                                                      None
Contingent Deferred Sales Charge (as a percentage of original purchase price or
 redemption proceeds, as applicable)                                                     None
Redemption Fee (as a percentage of amount redeemed, if applicable)                       None
Exchange Fee                                                                             None
<CAPTION>
                               ANNUAL OPERATING EXPENSES
                       (As a percentage of average net assets)
<S>                                                                              <C>     <C>
Management Fee (after waiver)(1)                                                         0.10%
12b-1 Fee                                                                                None
Total Other Expenses                                                                     0.35%
 Shareholder Services Fee                                                         0.25%
Total Operating Expenses(2)                                                              0.45%

</TABLE>

 (1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.20%.

(2) The total operating expenses would have been 0.55% absent the voluntary
waiver of a portion of the management fee.

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

<TABLE>
<CAPTION>

EXAMPLE
<S>                                                                       <C>
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period.
1 Year                                                                    $ 5
3 Years                                                                   $14
5 Years                                                                   $25
10 Years                                                                  $57

</TABLE>
    


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


FINANCIAL HIGHLIGHTS - INSTITUTIONAL SERVICE SHARES
TREASURY OBLIGATIONS FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 20.
   
<TABLE>
<CAPTION>

                                       YEAR  ENDED  JULY 31,
                                         1998       1997       1996     1995    1994(A)
<S>                                    <C>         <C>        <C>      <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD    $ 1.00     $ 1.00     $ 1.00   $ 1.00   $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                     0.05       0.05       0.05     0.05    0.003
LESS DISTRIBUTIONS
Distributions from net
investment income                        (0.05)     (0.05)     (0.05)   (0.05)  (0.003 )
NET ASSET VALUE, END OF PERIOD          $ 1.00     $ 1.00     $ 1.00   $ 1.00   $ 1.00
TOTAL RETURN(B)                           5.28%      5.10%      5.26%    5.23%    0.29 %
RATIOS TO AVERAGE NET ASSETS
Expenses                                  0.45%      0.45%      0.45%    0.45%    0.39%*
Net investment income                     5.15%      5.03%      5.12%    5.53%    4.26%*
Expense waiver/reimbursement(c)           0.10%      0.10%      0.11%    0.11%    0.10%*
SUPPLEMENTAL DATA
Net assets, end of period
(000 omitted)                       $5,045,428 $3,054,110 $1,516,839 $543,855   $8,887

</TABLE>
    


 * Computed on an annualized basis.

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

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)


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 Board of
Trustees (the "Trustees") has established three classes of shares known as
Institutional Service Shares, Institutional Shares, and Institutional Capital
Shares. This prospectus relates only to Institutional Service Shares of the
Fund, which are designed primarily for financial institutions, financial
intermediaries, and institutional investors as a convenient means of
accumulating an interest in a professionally managed portfolio investing only in
short-term U.S. Treasury securities. A minimum initial investment of $1,000,000
over a one-year period is required.

    

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

   

YEAR 2000 STATEMENT

Like other mutual funds and business organizations worldwide, the Fund's service
providers (among them, the adviser, distributor, administrator, and transfer
agent) must ensure that their computer systems are adjusted to properly process
and calculate date-related information from and after January 1, 2000. Many
software programs and, to a lesser extent, the computer hardware in use today
cannot distinguish the year 2000 from the year 1900. Such a design flaw could
have a negative impact in the handling of securities trades, pricing, and
accounting services. The Fund and its service providers are actively working on
necessary changes to computer systems to deal with the year 2000 issue and
believe that systems will be year 2000 compliant when required. Analysis
continues regarding the financial impact of instituting a year 2000 compliant
program on the Fund's operations.

    


INVESTMENT INFORMATION

INVESTMENT OBJECTIVE

The investment objective of the Fund is current income consistent with stability
of principal. This investment objective cannot be changed without shareholder
approval. While there is no assurance that the Fund will achieve its investment
objective, it endeavors to do so by complying with the diversification and other
requirements of Rule 2a-7 under the Investment Company Act of 1940 which
regulates money market mutual funds and by following the investment policies
described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing only in a portfolio of
U.S. Treasury securities maturing in 13 months or less. The average maturity of
the securities in the Fund's portfolio, computed on a dollar-weighted basis,
will be 90 days or less. Unless indicated otherwise, the investment policies may
be changed by the Trustees without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS

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

REPURCHASE AGREEMENTS

Certain securities in which the Fund invests may be purchased pursuant to
repurchase agreements. Repurchase agreements are arrangements in which banks,
broker/dealers, and other recognized financial institutions sell securities to
the Fund and agree at the time of sale to repurchase them at a mutually agreed
upon time and price. To the extent that the seller does not repurchase the
securities from the Fund, the Fund could receive less than the repurchase price
on any sale of such securities.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

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

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

LENDING OF PORTFOLIO SECURITIES

   

In order to generate additional income, the Fund may lend its portfolio
securities on a short-term or long-term basis, or both, to broker/dealers,
banks, or other institutional borrowers of securities. The Fund will only enter
into loan arrangements with broker/dealers, banks, or other institutions which
the adviser has determined are creditworthy under guidelines established by the
Trustees and will receive collateral at all times equal to at least 100% of the
value of the securities loaned. There is the risk that when lending portfolio
securities, the securities may not be available to the Fund on a timely basis
and the Fund may, therefore, lose the opportunity to sell the securities at a
desirable price. In addition, in the event that a borrower of securities would
file for bankruptcy or become insolvent, disposition of the securities may be
delayed pending court action.

    

INVESTMENT LIMITATIONS

The Fund will not borrow money or pledge securities except, under certain
circumstances, the Fund may borrow up to one-third of the value of its total
assets and pledge up to 15% of the value of those assets to secure such
borrowings.

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

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


FUND INFORMATION

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES

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

INVESTMENT ADVISER

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

ADVISORY FEES

The adviser receives an annual investment advisory fee equal to 0.20% of the
Fund's average daily net assets. The adviser may voluntarily choose to waive a
portion of its fee or reimburse other expenses of the Fund, but reserves the
right to terminate such waiver or reimbursement at any time at its sole
discretion.

ADVISER'S BACKGROUND

   

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

Federated Management and other subsidiaries of Federated Investors, Inc. serve
as investment advisers to a number of investment companies and private accounts.
Certain other subsidiaries also provide administrative services to a number of
investment companies. With over $120 billion invested across more than 300 funds
under management and/or administration by its subsidiaries, as of December 31,
1997, Federated Investors, Inc. is one of the largest mutual fund investment
managers in the United States. With more than 2,000 employees, Federated
continues to be led by the management who founded the company in 1955. Federated
funds are presently at work in and through approximately 4,000 financial
institutions nationwide.

    

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interests. Among other things, the codes: require preclearance
and periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES

   

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

    

SHAREHOLDER SERVICES

   

The Fund has entered into a Shareholder Services Agreement with Federated
Shareholder Services, a subsidiary of Federated Investors, Inc., under which the
Fund may make payments up to 0.25% of the average daily net asset value of its
shares, computed at an annual rate, to obtain certain personal services for
shareholders and to maintain shareholder accounts. From time to time and for
such periods as deemed appropriate, the amount stated above may be reduced
voluntarily. Under the Shareholder Services Agreement, Federated Shareholder
Services will either perform shareholder services directly or will select
financial institutions to perform shareholder services. Financial institutions
will receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.

    

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS

In addition to payments made pursuant to the Shareholder Services Agreement,
Federated Securities Corp. and Federated Shareholder Services, from their own
assets, may pay financial institutions supplemental fees for the performance of
substantial sales services, distribution-related support services, or
shareholder services. The support may include sponsoring sales, educational and
training seminars for their employees, providing sales literature, and
engineering computer software programs that emphasize the attributes of the
Fund. Such assistance will be predicated upon the amount of shares the financial
institution sells or may sell, and/or upon the type and nature of sales or
marketing support furnished by the financial institution. Any payments made by
the distributor may be reimbursed by the Fund's investment adviser or its
affiliates.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES

   

Federated Services Company, a subsidiary of Federated Investors, Inc., provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Fund at an annual rate which
relates to the average aggregate daily net assets of all funds advised by
affiliates of Federated Investors, Inc. specified below:



MAXIMUM           AVERAGE AGGREGATE
 FEE               DAILY NET ASSETS
0.150%         on the first $250 million
0.125%         on the next $250 million
0.100%         on the next $250 million
0.075%   on assets in excess of $750 million



    

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Services Company may choose voluntarily to waive a portion of its fee.


NET ASSET VALUE

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

   

The net asset value is determined at 5:00 p.m. (Eastern time), Monday through
Friday, except on New Year's Day, Martin Luther King, Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day.

    


HOW TO PURCHASE SHARES

   

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

    

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone. The
minimum initial investment is $1,000,000. However, an account may be opened with
a smaller amount as long as the minimum is reached within one year of opening
the account. Financial institutions may impose different minimum investment
requirements on their customers.

PURCHASING SHARES BY WIRE

   

Shares may be purchased by Federal Reserve wire by calling the Fund before 5:00
p.m. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 5:00 p.m.(Eastern
time) in order to begin earning dividends that same day. Federal funds should be
wired as follows: Federated Shareholder Services Company, c/o State Street Bank
and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit to: Treasury
Obligations Fund-Institutional Service Shares; Fund Number (this number can be
found on the account statement or by contacting the Fund); Group Number or Order
Number; Nominee or Institution Name; and ABA Number 011000028. Shares cannot be
purchased by wire on holidays when wire transfers are restricted. Questions on
wire purchases should be directed to your shareholder services representative at
the telephone number listed on your account statement.

    

PURCHASING SHARES BY CHECK

   

Shares may be purchased by sending a check to Federated Shareholder Services
Company, P.O. Box 8600, Boston, MA 02266-8600. The check should be made payable
to: Treasury Obligations Fund- Institutional Service Shares. Please include an
account number on the check. Orders by mail are considered received when payment
by check is converted into federal funds (normally the business day after the
check is received), and shares begin earning dividends the next day.

    

INVEST-BY-PHONE

   

Once an account has been opened, a shareholder may use Invest-by-Phone for
investments if an authorization form has been filed with Federated Shareholder
Services Company, the transfer agent for shares of the Fund. Approximately two
weeks after sending the form to Federated Shareholder Services Company, the
shareholder may call Federated Shareholder Services Company to purchase shares.
Federated Shareholder Services Company will send a request for monies to the
shareholder's commercial bank, savings bank, or credit union ("bank") via the
Automated Clearing House ("ACH"). The shareholder's bank, which must be an ACH
member, will then forward the monies to Federated Shareholder Services Company.
The purchase is normally entered the next business day after the initial phone
request. For further information and an application, call the Fund.

    


HOW TO REDEEM SHARES

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

REDEEMING SHARES BY TELEPHONE

   

Redemptions in any amount may be made by calling the Fund provided the Fund has
a properly completed authorization form. These forms can be obtained from
Federated Securities Corp. Proceeds from redemption requests received before
5:00 p.m. (Eastern time) will be wired the same day to the shareholder's account
at a domestic commercial bank which is a member of the Federal Reserve System,
but will not include that day's dividend. Proceeds from redemption requests
received after that time include that day's dividend but will be wired the
following business day. Proceeds from redemption requests on holidays when wire
transfers are restricted will be wired the following business day. Questions
about telephone redemptions on days when wire transfers are restricted should be
directed to your shareholder services representative at the telephone number
listed on your account statement.

    

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

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


REDEEMING SHARES BY MAIL

Shares may be redeemed in any amount by mailing a written request to: Federated
Shareholder Services Company, P.O. Box 8600, Boston, MA 02266- 8600. If share
certificates have been issued, they should be sent unendorsed with the written
request by registered or certified mail to the address noted above.

The written request should state: the Fund name and the class designation; the
account name as registered with the Fund; the account number; and the number of
shares to be redeemed or the dollar amount requested. All owners of the account
must sign the request exactly as the shares are registered. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the receipt of a proper written redemption request. Dividends
are paid up to and including the day that a redemption request is processed.

Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Fund or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a commercial
or savings bank, trust company, or savings association whose deposits are
insured by an organization which is administered by the Federal Deposit
Insurance Corporation; a member firm of a domestic stock exchange; or any other
"eligible guarantor institution," as defined in the Securities Exchange Act of
1934. The Fund does not accept signatures guaranteed by a notary public.


ACCOUNT AND SHARE INFORMATION

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund. Shares purchased by wire before
5:00 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 capital gains at least once every 12 months.

ACCOUNT ACTIVITY

Shareholders will receive periodic statements reporting all account activity,
including dividends paid. The Fund will not issue share certificates.

    

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account, except accounts maintained by retirement plans,
and pay the proceeds to the shareholder if the account balance falls below a
required minimum value of $1,000,000 due to shareholder redemptions. Before
shares are redeemed to close an account, the shareholder is notified in writing
and allowed 30 days to purchase additional shares to meet the minimum
requirement.

VOTING RIGHTS

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

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


TAX INFORMATION

FEDERAL INCOME TAX

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

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.

STATE AND LOCAL TAXES

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

    


OTHER CLASSES OF SHARES

The Fund also offers other classes. Institutional Shares are sold at net asset
value primarily to entities holding shares in an agency or fiduciary capacity,
financial institutions, financial intermediaries, and institutional investors
and are subject to a minimum initial investment of $1,000,000. Institutional
Capital Shares are sold at net asset value primarily to financial institutions,
financial intermediaries, and institutional investors and are subject to a
minimum initial investment of $1,000,000.

All classes are subject to certain of the same expenses.

   

Institutional Shares and Institutional Capital Shares are distributed with no
12b-1 Plan but are subject to shareholder services fees.

    

Expense differences between classes may affect the performance of each class.

To obtain more information and a prospectus for any other class, investors may
call 1-800-341-7400.


PERFORMANCE INFORMATION

From time to time, the Fund advertises its yield, effective yield, and total
return. The performance figures will be calculated separately for each class of
shares.

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

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

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


   

LAST MEETING OF SHAREHOLDERS

A Special Meeting of Trust shareholders was held on April 23, 1998. On February
24, 1998, the record date for shareholders voting at the meeting, there were
28,912,813,604 total outstanding shares. The following items were considered by
shareholders and the results of their voting were as follows:

AGENDA ITEM 1: To elect Trustees.*

<TABLE>
<CAPTION>

                                  SHARES VOTED FOR   SHARES WITHHELD AUTHORITY
<S>                                 <C>                     <C>
Thomas G Bigley                     17,186,131,753          91,735,736
John T. Conroy, Jr.                 17,186,450,467          91,417,022
Peter E. Madden                     17,187,792,175          90,075,314
John E. Murray, Jr., J.D., S.J.D.   17,187,671,030          90,196,459

</TABLE>

 * The following Trustees of the Trust continued their terms as Trustees of
the Trust: John F. Donahue, William J. Copeland,  J. Christopher Donahue,
James E. Dowd, Esq., Lawrence D. Ellis, M.D., Edward L. Flaherty, Jr.,
Esq., Wesley W. Posvar, and Marjorie P. Smuts.


    

FINANCIAL HIGHLIGHTS - INSTITUTIONAL SHARES

TREASURY OBLIGATIONS FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
   
Reference is made to the Report of Independent Public Accountants on page 20.
<TABLE>
<CAPTION>

                                                                    YEAR  ENDED  JULY 31,
                                 1998       1997        1996       1995      1994       1993       1992       1991    1990(A)
<S>                         <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING
OF PERIOD                       $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00   $ 1.00
INCOME FROM INVESTMENT
OPERATIONS
Net investment income             0.05       0.05       0.05       0.05       0.03       0.03       0.05       0.07     0.04
LESS DISTRIBUTIONS
Distributions from net
investment income                (0.05)     (0.05)     (0.05)     (0.05)     (0.03)     (0.03)     (0.05)     (0.07)   (0.04 )
NET ASSET VALUE,
 END OF PERIOD                  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00   $ 1.00
TOTAL RETURN(B)                   5.54%      5.36%      5.53%      5.50%      3.35%      3.15%      4.61%      7.11%    5.09 %
RATIOS TO AVERAGE
 NET ASSETS
Expenses                          0.20%      0.20%      0.20%      0.20%      0.20%      0.20%      0.20%      0.20%    0.20%*
Net investment income             5.40%      5.24%      5.37%      5.42%      3.29%      3.11%      4.49%      6.65%    8.16%*
Expense waiver/
  reimbursement(c)                0.35%      0.35%      0.36%      0.36%      0.10%      0.07%      0.08%      0.09%    0.15%*
SUPPLEMENTAL DATA
Net assets, end
  of period
  (000 omitted)             $5,289,871 $4,814,583 $4,649,870 $3,441,068 $2,582,975 $2,532,482 $2,432,037 $1,678,880 $576,048

</TABLE>

 * Computed on an annualized basis.

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

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

 (c) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.
    
(See Notes which are an integral part of the Financial Statements)


FINANCIAL HIGHLIGHTS - INSTITUTIONAL CAPITAL SHARES

TREASURY OBLIGATIONS FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
   
Reference is made to the Report of Independent Public Accountants on page 20.

<TABLE>
<CAPTION>

                                          YEAR  ENDED  JULY 31,
                                            1998    1997(A)
<S>                                         <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD       $ 1.00   $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                        0.05     0.02
LESS DISTRIBUTIONS
Distributions from net investment income    (0.05)   (0.02 )
NET ASSET VALUE, END OF PERIOD             $ 1.00   $ 1.00
TOTAL RETURN(B)                              5.43%    1.58 %
RATIOS TO AVERAGE NET ASSETS
Expenses                                     0.30%    0.30%*
Net investment income                        5.30%    5.42%*
Expense waiver/reimbursement(c)              0.25%    0.25%*
SUPPLEMENTAL DATA
Net assets, end of period (000 omitted)   $31,703  $42,505

</TABLE>

 * Computed on an annualized basis.

 (a) Reflects operations for the period from April 14, 1997 (date of initial
public investment) to July 31, 1997.

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)


PORTFOLIO OF INVESTMENTS

TREASURY OBLIGATIONS FUND
   
JULY 31, 1998

<TABLE>
<CAPTION>

PRINCIPAL
 AMOUNT                                                                                                      VALUE
<C>             <S>                                                                                     <C>
SHORT-TERM U.S. TREASURY NOTES--13.9%
 $1,434,000,000 5.000% - 8.875%, 11/15/1998-7/31/1999                                                   $ 1,439,566,972
(A)REPURCHASE AGREEMENTS--86.2%
    287,000,000 ABN AMRO Chicago Corp., 5.640%, dated 7/31/1998, due 8/3/1998                               287,000,000
    155,000,000 BA Securities, Inc., 5.630%, dated 7/31/1998, due 8/3/1998                                  155,000,000
    350,000,000 BT Securities Corp., 5.640%, dated 7/31/1998, due 8/3/1998                                  350,000,000
    452,000,000 Bank of Tokyo-Mitsubishi Ltd., 5.650%, dated 7/31/1998, due 8/3/1998                        452,000,000
    100,000,000 Barclays de Zoete Wedd Securities, Inc., 5.500%, dated 7/31/1998, due 8/3/1998              100,000,000
    510,000,000 Barclays de Zoete Wedd Securities, Inc., 5.650%, dated 7/31/1998, due 8/3/1998              510,000,000
    252,000,000 Bear, Stearns and Co., 5.630%, dated 7/31/1998, due 8/3/1998                                252,000,000
    252,000,000 CIBC Wood Gundy Securities Corp., 5.625%, dated 7/31/1998, due 8/3/1998                     252,000,000
     65,000,000 CIBC Wood Gundy Securities Corp., 5.640%, dated 7/31/1998, due 8/3/1998                      65,000,000
    226,000,000 Deutsche Bank Government Securities, Inc., 5.640%, dated 7/31/1998, due 8/3/1998            226,000,000
    492,000,000 Donaldson, Lufkin and Jenrette Securities Corp., 5.620%, dated 7/31/1998, due 8/3/1998      492,000,000
    155,000,000 First Chicago Capital Markets, Inc., 5.620%, dated 7/31/1998, due 8/3/1998                  155,000,000
    492,000,000 First Union Capital Markets, 5.630%, dated 7/31/1998, due 8/3/1998                          492,000,000
    514,000,000 (b)Goldman Sachs Group, LP, 5.480%, dated 6/30/1998, due 10/1/1998                          514,000,000
     66,000,000 (b)Goldman Sachs Group, LP, 5.480%, dated 7/1/1998, due 10/2/1998                            66,000,000
    500,000,000 Goldman Sachs Group, LP, 5.660%, dated 7/31/1998, due 8/3/1998                              500,000,000
    432,000,000 Greenwich Capital Markets, Inc., 5.640%, dated 7/31/1998, due 8/3/1998                      432,000,000
    122,000,000 Harris Nesbitt Thomson, Inc., 5.640%, dated 7/31/1998, due 8/3/1998                         122,000,000
     80,000,000 (b)J.P. Morgan & Co., Inc., 5.490%, dated 7/31/1998, due 9/29/1998                           80,000,000
     35,000,000 J.P. Morgan & Co., Inc., 5.550%, dated 7/31/1998, due 8/3/1998                               35,000,000
    340,000,000 (b)Merrill Lynch, Pierce, Fenner and Smith, 5.500%, dated 5/8/1998, due 8/10/1998           340,000,000
    492,000,000 Salomon Brothers, Inc., 5.650%, dated 7/31/1998, due 8/3/1998                               492,000,000
    130,000,000 Societe Generale Securities Corp., 5.625%, dated 7/31/1998, due 8/3/1998                    130,000,000
    492,000,000 Societe Generale, New York, 5.640%, dated 7/31/1998, due 8/3/1998                           492,000,000
    150,000,000 State Street Bank and Trust Co., 5.620%, dated 7/31/1998, due 8/3/1998                      150,000,000
    492,000,000 Toronto Dominion Securities (USA) Inc., 5.620%, dated 7/31/1998, due 8/3/1998               492,000,000
</TABLE>
    

TREASURY OBLIGATIONS FUND

   
<TABLE>
<CAPTION>

PRINCIPAL
 AMOUNT                                                                                                      VALUE
<C>             <S>                                                                                     <C>
(A)REPURCHASE AGREEMENTS--CONTINUED
$   245,000,000 (b)UBS Securities, Inc., 5.450%, dated 6/17/1998, due 9/15/1998                        $    245,000,000
    700,000,000 Warburg Dillon Reed LLC, 5.620%, dated 7/31/1998, due 8/3/1998                              700,000,000
    357,000,000 Westdeutsche Landesbank Girozentrale, 5.640%, dated 7/31/1998, due 8/3/1998                 357,000,000
                TOTAL REPURCHASE AGREEMENTS                                                               8,935,000,000
                TOTAL INVESTMENTS (AT AMORTIZED COST)(C)                                               $ 10,374,566,972

</TABLE>

 (a) The repurchase agreements are fully collateralized by U.S. Treasury
obligations based on market prices at the date of the portfolio. The investments
in the repurchase agreements are through participation in joint accounts with
other Federated funds.

 (b) Although final maturity falls beyond seven days, a liquidity feature is
included in each transaction to permit termination of the repurchase agreement
within seven days.

 (c) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
($10,367,001,889) at July 31, 1998.

The following acronyms are used throughout this portfolio:

LLC--Limited Liability Corporation
LP --Limited Partnership

    

(See Notes which are an integral part of the Financial Statements)

STATEMENT OF ASSETS AND LIABILITIES

TREASURY OBLIGATIONS FUND
   
JULY 31, 1998

<TABLE>
<CAPTION>
<S>                                                                 <C>            <C>
ASSETS:
Investments in repurchase agreements                                $8,935,000,000
Investments in securities                                            1,439,566,972
Total investments in securities, at amortized cost and value                       $10,374,566,972
Cash                                                                                     2,153,988
Income receivable                                                                       27,855,466
Receivable for shares sold                                                                 797,993
Total assets                                                                        10,405,374,419
LIABILITIES:
Payable for shares redeemed                                                422,399
Income distribution payable                                             35,747,174
Accrued expenses                                                         2,202,957
Total liabilities                                                                       38,372,530
NET ASSETS for 10,367,001,889 shares outstanding                                   $10,367,001,889
NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PROCEEDS PER SHARE:
INSTITUTIONAL SHARES:
$5,289,870,944 / 5,289,870,944 shares outstanding                                            $1.00
INSTITUTIONAL SERVICE SHARES:
$5,045,428,127 / 5,045,428,127 shares outstanding                                            $1.00
INSTITUTIONAL CAPITAL SHARES:
$31,702,818 / 31,702,818 shares outstanding                                                  $1.00

</TABLE>
    

(See Notes which are an integral part of the Financial Statements)

STATEMENT OF OPERATIONS

TREASURY OBLIGATIONS FUND
   
YEAR ENDED JULY 31, 1998

<TABLE>
<CAPTION>
<S>                                                             <C>           <C>           <C>
INVESTMENT INCOME:
Interest                                                                                    $541,436,483
EXPENSES:
Investment advisory fee $ 19,318,524 Administrative personnel and services fee
7,285,996 Custodian fees 496,306 Transfer and dividend disbursing agent fees and
expenses 218,712 Directors'/Trustees' fees 64,970 Auditing fees 13,057 Legal
fees 37,111 Portfolio accounting fees 693,672 Shareholder services
fee--Institutional Shares 13,132,731 Shareholder services fee--Institutional
Service Shares 10,908,834 Shareholder services fee--Institutional Capital Shares
106,590 Share registration costs 873,666 Printing and postage 192,668 Insurance
premiums 50,195 Taxes 731 Miscellaneous 35,036 Total expenses 53,428,799
Waivers-- Waiver of investment advisory fee $ (9,537,113) Waiver of shareholder
services fee--Institutional Shares (13,132,731) Waiver of shareholder services
fee--Institutional Capital Shares (63,954) Total waivers (22,733,798) Net
expenses 30,695,001 Net investment income $510,741,482

</TABLE>
    


(See Notes which are an integral part of the Financial Statements)


STATEMENT OF CHANGES IN NET ASSETS

TREASURY OBLIGATIONS FUND
   
<TABLE>
<CAPTION>

                                                                             YEAR ENDED JULY 31,
                                                                              1998             1997
<S>                                                                   <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS--
Net investment income                                                  $    510,741,482  $    359,583,153
DISTRIBUTIONS TO SHAREHOLDERS--
Distributions from net investment income
Institutional Shares                                                       (283,582,801)     (254,552,990)
Institutional Service Shares                                               (224,897,953)     (104,840,770)
Institutional Capital Shares                                                 (2,260,728)         (189,393)
Change in net assets resulting from distributions to shareholders          (510,741,482)     (359,583,153)
SHARE TRANSACTIONS--
Proceeds from sale of shares                                             62,011,458,681    43,911,491,307
Net asset value of shares issued to shareholders in payment of
distributions declared                                                      122,517,950        84,240,302
Cost of shares redeemed                                                 (59,678,173,575)  (42,251,242,453)
Change in net assets resulting from share transactions                    2,455,803,056     1,744,489,156
Change in net assets                                                      2,455,803,056     1,744,489,156
NET ASSETS:
Beginning of period                                                       7,911,198,833     6,166,709,677
End of period                                                          $ 10,367,001,889  $  7,911,198,833

</TABLE>
    


(See Notes which are an integral part of the Financial Statements)


NOTES TO FINANCIAL STATEMENTS

TREASURY OBLIGATIONS FUND
   
JULY 31, 1998
    
ORGANIZATION

Money Market Obligations Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act") as an open-end, management
investment company. The Trust consists of six portfolios. The financial
statements included herein are only those of Treasury Obligations Fund (the
"Fund"), a diversified portfolio. The financial statements of the other
portfolios are presented separately. The assets of each portfolio are segregated
and a shareholder's interest is limited to the portfolio in which shares are
held. The investment objective of the Fund is current income consistent with
stability of principal.

The Fund offers three classes of shares: Institutional Shares, Institutional
Service Shares, and Institutional Capital Shares. Effective April 14, 1997,
the Trust added Institutional Capital Shares.

SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.

INVESTMENT VALUATIONS

The Fund uses the amortized cost method to value its portfolio securities in
accordance with Rule 2a-7 under the Act.

REPURCHASE AGREEMENTS

It is the policy of the Fund to require the custodian bank to take possession,
to have legally segregated in the Federal Reserve Book Entry System, or to have
segregated within the custodian bank's vault, all securities held as collateral
under repurchase agreement transactions. Additionally, procedures have been
established by the Fund to monitor, on a daily basis, the market value of each
repurchase agreement's collateral to ensure that the value of collateral at
least equals the repurchase price to be paid under the repurchase agreement
transaction.

The Fund will only enter into repurchase agreements with banks and other
recognized financial institutions, such as broker/dealers, which are deemed by
the Fund's adviser to be creditworthy pursuant to the guidelines and/or
standards reviewed or established by the Board of Trustees (the "Trustees").
Risks may arise from the potential inability of counterparties to honor the
terms of the repurchase agreement. Accordingly, the Fund could receive less than
the repurchase price on the sale of collateral securities.

INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS

Interest income and expenses are accrued daily. Bond premium and discount, if
applicable, are amortized as required by the Internal Revenue Code, as amended
(the "Code"). Distributions to shareholders are recorded on the ex- dividend
date.

FEDERAL TAXES

It is the Fund's policy to comply with the provisions of the Code applicable to
regulated investment companies and to distribute to shareholders each year
substantially all of its income. Accordingly, no provisions for federal tax are
necessary.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The Fund may engage in when-issued or delayed delivery transactions. The Fund
records when-issued securities on the trade date and maintains security
positions such that sufficient liquid assets will be available to make payment
for the securities purchased. Securities purchased on a when-issued or delayed
delivery basis are marked to market daily and begin earning interest on the
settlement date.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts of assets, liabilities, expenses and revenues reported in the
financial statements. Actual results could differ from those estimated.

OTHER

Investment transactions are accounted for on the trade date.

SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares.

Transactions in shares were as follows:

   
<TABLE>
<CAPTION>

                                                                          YEAR ENDED JULY 31,
INSTITUTIONAL SHARES                                                     1998            1997
<S>                                                                <C>              <C>
Shares sold                                                         29,392,382,133   27,254,234,550
Shares issued to shareholders in payment of distributions declared      45,925,317       50,228,539
Shares redeemed                                                    (28,963,019,841) (27,139,750,037)
Net change resulting from Institutional Share transactions             475,287,609      164,713,052
<CAPTION>
                                                                          YEAR ENDED JULY 31,
INSTITUTIONAL SERVICE SHARES                                             1998            1997
<S>                                                                <C>              <C>
Shares sold                                                        31,821,116,8 97  16,581,686,8 43
Shares issued to shareholders in payment of distributions declared      74,615,681       33,822,698
Shares redeemed (29,904,414, 631) (15,078,238, 755)
Net change resulting from Institutional Service Share transactions   1,991,317,947    1,537,270,786
<CAPTION>
                                                                          YEAR ENDED JULY 31,
INSTITUTIONAL CAPITAL SHARES                                             1998           1997(A)
<S>                                                                <C>              <C>
Shares sold                                                            797,959,651     75,569,914
Shares issued to shareholders in payment of distributions declared       1,976,952        189,065
Shares redeemed                                                       (810,739,103)   (33,253,661)
Net change resulting from Institutional Capital Share transactions     (10,802,500)    42,505,318
Net change resulting from share transactions                         2,455,803,056  1,744,489,156

</TABLE>
    

(a) For the period from April 14, 1997 (date of initial public investment) to
July 31, 1997.
   
At July 31, 1998, capital paid-in aggregated $10,367,001,889.
    
INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE

Federated Management, the Fund's investment adviser (the "Adviser"), receives
for its services an annual investment advisory fee equal to 0.20% of the Fund's
average daily net assets. The Adviser may voluntarily choose to waive any
portion of its fee. The Adviser can modify or terminate this voluntary waiver at
any time at its sole discretion.

ADMINISTRATIVE FEE

Federated Services Company ("FServ"), under the Administrative Services
Agreement, provides the Fund with administrative personnel and services. The fee
paid to FServ is based on the level of average aggregate daily net assets of all
funds advised by subsidiaries of Federated Investors, Inc. for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

SHAREHOLDER SERVICES FEE

Under the terms of a Shareholder Services Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to 0.25% of average daily net assets
of the Fund for the period. The fee paid to FSS is used to finance certain
services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive any portion of its fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion.

TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES

FServ, through its subsidiary, Federated Shareholder Services Company ("FSSC")
serves as transfer and dividend disbursing agent for the Fund. The fee paid to
FSSC is based on the size, type, and number of accounts and transactions made by
shareholders.

PORTFOLIO ACCOUNTING FEES

FServ maintains the Fund's accounting records for which it receives a fee. The
fee is based on the level of the Fund's average daily net assets for the period,
plus out-of-pocket expenses.

GENERAL

Certain of the Officers and Trustees of the Trust are Officers and Directors or
Trustees of the above companies.
   
YEAR 2000 (UNAUDITED)

Similar to other financial organizations, the Fund could be adversely affected
if the computer systems used by the Fund's service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. The Fund's Adviser and Administrator are taking measures that they
believe are reasonably designed to address the Year 2000 issue with respect to
computer systems that they use and to obtain reasonable assurances that
comparable steps are being taken by each of the Fund's other service providers.
At this time, however, there can be no assurance that these steps will be
sufficient to avoid any adverse impact to the Fund.
    

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of
MONEY MARKET OBLIGATIONS TRUST
(Treasury Obligations Fund):
   
We have audited the accompanying statement of assets and liabilities of Treasury
Obligations Fund (an investment portfolio of Money Market Obligations Trust, a
Massachusetts business trust), including the schedule of portfolio investments,
as of July 31, 1998, the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in the
period then ended, and the financial highlights for the periods presented. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of July
31, 1998, by correspondence with the custodian and brokers. As to confirmation
replies not received, we carried out alternative auditing procedures. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Treasury Obligations Fund (an investment portfolio of Money Market Obligations
Trust) as of July 31, 1998, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended, and its financial highlights for the periods presented, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
September 25, 1998
    
Treasury Obligations Fund
   
(A Portfolio of Money Market Obligations Trust)
Institutional Service Shares

PROSPECTUS
SEPTEMBER 30, 1998
    

An Open-End Management Investment Company

TREASURY OBLIGATIONS FUND
INSTITUTIONAL SERVICE SHARES

   
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
    

DISTRIBUTOR
Federated Securities Corp.
Federated Investors Tower
   
1001 Liberty Avenue
    
Pittsburgh, PA 15222-3779

INVESTMENT ADVISER
Federated Management
Federated Investors Tower
   
1001 Liberty Avenue
    
Pittsburgh, PA 15222-3779

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

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Federated Shareholder Services Company
P.O. Box 8600
Boston, MA 02266-8600

INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP
2100 One PPG Place
Pittsburgh, PA 15222

(graphic)
Federated Securities Corp., Distributor
1-800-341-7400
www.federatedinvestors.com

   

Cusip 60934N872
9110208A-SS (9/98)
    
(graphic)






TREASURY OBLIGATIONS FUND

(A Portfolio of Money Market Obligations Trust)
Institutional Shares

PROSPECTUS

The Institutional Shares of Treasury Obligations Fund (the "Fund") offered by
this prospectus represent interests in a 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. Treasury securities to achieve current
income consistent with stability of principal.

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

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

   

The Fund has also filed a Statement of Additional Information dated September
30, 1998, with the Securities and Exchange Commission ("SEC"). The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information or a paper copy of this prospectus, if you have received
your prospectus electronically, free of charge by calling 1-800-341-7400. To
obtain other information, or make inquiries about the Fund, contact the Fund at
the address listed in the back of this prospectus. The Statement of Additional
Information, material incorporated by reference into this document, and other
information regarding the Fund is maintained electronically with the SEC at
Internet Web site (http://www.sec.gov).

    

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

   

Prospectus dated September 30, 1998

    

TABLE OF CONTENTS

Summary of Fund Expenses   1
Financial Highlights - Institutional Shares   2
General Information 3 Year 2000 Statement 3 Investment Information 3 Investment
Objective 3 Investment Policies 3 Investment Limitations 4 Fund Information 4
Management of the Fund 4
Distribution of Institutional Shares 5 Administration of the Fund 5 Net Asset
Value 5 How to Purchase Shares 5 Purchasing Shares by Wire 6 Purchasing Shares
by Check 6 Invest-by-Phone 6 How to Redeem Shares 6 Redeeming Shares by
Telephone 6 Redeeming Shares by Mail 6 Account and Share Information 7 Dividends
7 Capital Gains 7 Account Activity 7 Accounts with Low Balances 7 Voting Rights
7 Tax Information 7 Federal Income Tax 7 State and Local Taxes 8 Other Classes
of Shares 8 Performance Information 8 Last Meeting of Shareholders 9 Financial
Highlights - Institutional Service Shares 10 Financial Highlights -
Institutional Capital Shares 11 Financial Statements 12 Report of Independent
Public Accountants 20 SUMMARY OF FUND EXPENSES INSTITUTIONAL SHARES SHAREHOLDER
TRANSACTION EXPENSES    




 Maximum Sales Charge Imposed
on Purchases (as a percentage of offering price) None Maximum Sales Charge
Imposed on Reinvested Dividends (as a percentage of offering price) None
Contingent Deferred Sales Charge (as a percentage of original purchase price or
 redemption proceeds, as applicable)                              None
Redemption Fee (as a percentage of amount redeemed, if applicable)None
Exchange Fee                                                      None


ANNUAL OPERATING EXPENSES
(As a percentage of average net assets)

<TABLE>
<S>                                                                         <C>        <C>
Management Fee (after waiver)(1)                                                         0.10%
12b-1 Fee                                                                                None
Total Other Expenses                                                                     0.10%
Shareholder Services Fee (after waiver)(2)                                     0.00%
Total Operating Expenses(3)                                                              0.20%
</TABLE>
    
 (1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.20%.

 (2) The shareholder services fee has been reduced to reflect the voluntary
waiver of the shareholder services fee. The shareholder service provider can
terminate this voluntary waiver at any time at its sole discretion.
The maximum shareholder services fee is 0.25%.

 (3) The total operating expenses would have been 0.55% absent the voluntary
waiver of a portion of the management fee and the shareholder services fee.

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

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

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

FINANCIAL HIGHLIGHTS -- INSTITUTIONAL SHARES

TREASURY OBLIGATIONS FUND
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
Reference is made to the Report of Independent Public Accountants on page 20.
   
<TABLE>
<CAPTION>
                                                      YEAR  ENDED  JULY 31,
                         1998       1997      1996       1995        1994      1993        1992      1991     1990(A)
<S>                   <C>        <C>      <C>       <C>        <C>       <C>        <C>        <C>       <C>
BEGINNING OF PERIOD     $ 1.00    $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00   $ 1.00
INCOME FROM
INVESTMENT OPERATIONS
 Net investment income    0.05      0.05       0.05       0.05       0.03       0.03       0.05       0.07     0.04
LESS DISTRIBUTIONS
 Distributions from
 net investment
 income                  (0.05)    (0.05)     (0.05)     (0.05)     (0.03)     (0.03)     (0.05)     (0.07)   (0.04)
NET ASSET VALUE,
END OF PERIOD           $ 1.00    $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00   $ 1.00
TOTAL RETURN(B)           5.54%     5.36%      5.53%      5.50%      3.35%      3.15%      4.61%      7.11%    5.09%
RATIOS TO AVERAGE
 NET ASSETS
 Expenses                 0.20%     0.20%      0.20%      0.20%      0.20%      0.20%      0.20%      0.20%    0.20%*
 Net investment
 income                   5.40%     5.24%      5.37%      5.42%      3.29%      3.11%      4.49%      6.65%    8.16%*
 Expense waiver/
 reimbursement(c)         0.35%     0.35%      0.36%      0.36%      0.10%      0.07%      0.08%      0.09%    0.15%*
SUPPLEMENTAL DATA
 Net assets, end
 of period
 (000 omitted)      $5,289,871 $4,814,583 $4,649,870 $3,441,068 $2,582,975 $2,532,482 $2,432,037 $1,678,880 $576,048
</TABLE>
    

 * Computed on an annualized basis.

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

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)

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 Board of
Trustees (the "Trustees") has established three classes of shares known as
Institutional Shares, Institutional Service Shares, and Institutional Capital
Shares. This prospectus relates only to Institutional Shares of the Fund, which
are designed primarily for entities holding shares in an agency or fiduciary
capacity, financial institutions, financial intermediaries, and institutional
investors as a convenient means of accumulating an interest in a professionally
managed portfolio investing only in short-term U.S. Treasury securities. A
minimum initial investment of $1,000,000 over a one-year period is required.

    

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

   

YEAR 2000 STATEMENT

Like other mutual funds and business organizations worldwide, the Fund's service
providers (among them, the adviser, distributor, administrator, and transfer
agent) must ensure that their computer systems are adjusted to properly process
and calculate date-related information from and after January 1, 2000. Many
software programs and, to a lesser extent, the computer hardware in use today
cannot distinguish the year 2000 from the year 1900. Such a design flaw could
have a negative impact in the handling of securities trades, pricing, and
accounting services. The Fund and its service providers are actively working on
necessary changes to computer systems to deal with the year 2000 issue and
believe that systems will be year 2000 compliant when required. Analysis
continues regarding the financial impact of instituting a year 2000 compliant
program on the Fund's operations.

    

INVESTMENT INFORMATION

INVESTMENT OBJECTIVE

The investment objective of the Fund is current income consistent with stability
of principal. This investment objective cannot be changed without shareholder
approval. While there is no assurance that the Fund will achieve its investment
objective, it endeavors to do so by complying with the diversification and other
requirements of Rule 2a-7 under the Investment Company Act of 1940 which
regulates money market mutual funds and by following the investment policies
described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing only in a portfolio of
U.S. Treasury securities maturing in 13 months or less. The average maturity of
the securities in the Fund's portfolio, computed on a dollar-weighted basis,
will be 90 days or less. Unless indicated otherwise, the investment policies may
be changed by the Trustees without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS

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

REPURCHASE AGREEMENTS

Certain securities in which the Fund invests may be purchased pursuant to
repurchase agreements. Repurchase agreements are arrangements in which banks,
broker/dealers, and other recognized financial institutions sell securities to
the Fund and agree at the time of sale to repurchase them at a mutually agreed
upon time and price. To the extent that the seller does not repurchase the
securities from the Fund, the Fund could receive less than the repurchase price
on any sale of such securities.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

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

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

LENDING OF PORTFOLIO SECURITIES

In order to generate additional income, the Fund may lend its portfolio
securities on a short-term or long-term basis, or both, to broker/dealers,
banks, or other institutional borrowers of securities. The Fund will only enter
into loan arrangements with broker/dealers, banks, or other institutions which
the adviser has determined are creditworthy under guidelines established by the
Fund's Trustees and will receive collateral at all times equal to at least 100%
of the value of the securities loaned. There is the risk that when lending
portfolio securities, the securities may not be available to the Fund on a
timely basis and the Fund may, therefore, lose the opportunity to sell the
securities at a desirable price. In addition, in the event that a borrower of
securities would file for bankruptcy or become insolvent, disposition of the
securities may be delayed pending court action.

INVESTMENT LIMITATIONS

The Fund will not borrow money or pledge securities except, under certain
circumstances, the Fund may borrow up to one-third of the value of its total
assets and pledge up to 15% of the value of those assets to secure such
borrowings.

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

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


FUND INFORMATION
MANAGEMENT OF THE FUND

BOARD OF TRUSTEES

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

INVESTMENT ADVISER

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

ADVISORY FEES

The adviser receives an annual investment advisory fee equal to 0.20% of the
Fund's average daily net assets. The adviser may voluntarily choose to waive a
portion of its fee or reimburse other expenses of the Fund, but reserves the
right to terminate such waiver or reimbursement at any time at its sole
discretion.

ADVISER'S BACKGROUND

   

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

Federated Management and other subsidiaries of Federated Investors, Inc. serve
as investment advisers to a number of investment companies and private accounts.
Certain other subsidiaries also provide administrative services to a number of
investment companies. With over $120 billion invested across more than 300 funds
under management and/or administration by its subsidiaries, as of December 31,
1997, Federated Investors, Inc. is one of the largest mutual fund investment
managers in the United States. With more than 2,000 employees, Federated
continues to be led by the management who founded the company in 1955. Federated
funds are presently at work in and through approximately 4,000 financial
institutions nationwide.

    

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interests. Among other things, the codes: require preclearance
and periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SHARES

   

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

    

SHAREHOLDER SERVICES

   

The Fund has entered into a Shareholder Services Agreement with Federated
Shareholder Services, a subsidiary of Federated Investors, Inc., under which the
Fund may make payments up to 0.25% of the average daily net asset value of its
shares, computed at an annual rate, to obtain certain personal services for
shareholders and to maintain shareholder accounts. From time to time and for
such periods as deemed appropriate, the amount stated above may be reduced
voluntarily. Under the Shareholder Services Agreement, Federated Shareholder
Services will either perform shareholder services directly or will select
financial institutions to perform shareholder services. Financial institutions
will receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.

    

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS

In addition to payments made pursuant to the Shareholder Services Agreement,
Federated Securities Corp. and Federated Shareholder Services, from their own
assets, may pay financial institutions supplemental fees for the performance of
substantial sales services, distribution-related support services, or
shareholder services. The support may include sponsoring sales, educational and
training seminars for their employees, providing sales literature, and
engineering computer software programs that emphasize the attributes of the
Fund. Such assistance will be predicated upon the amount of shares the financial
institution sells or may sell, and/or upon the type and nature of sales or
marketing support furnished by the financial institution. Any payments made by
the distributor may be reimbursed by the Fund's investment adviser or its
affiliates.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES

   

Federated Services Company, a subsidiary of Federated Investors, Inc., provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Fund at an annual rate which
relates to the average aggregate daily net assets of all funds advised by
affiliates of Federated Investors, Inc. specified below:
    
<TABLE>
<CAPTION>

MAXIMUM              AVERAGE AGGREGATE
 FEE                 DAILY NET ASSETS
<C>           <S>
0.150%           on the first $250million
0.125%            on the next $250million
0.100%            on the next $250million
0.075%         on assets in excess of $750million
</TABLE>


The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Services Company may choose voluntarily to waive a portion of its fee.

NET ASSET VALUE

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

   

The net asset value is determined at 5:00 p.m. (Eastern time), Monday through
Friday, except on New Year's Day, Martin Luther King, Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day.

    


HOW TO PURCHASE SHARES

   

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

    

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone. The
minimum initial investment is $1,000,000. However, an account may be opened with
a smaller amount as long as the minimum is reached within one year of opening
the account. Financial institutions may impose different minimum investment
requirements on their customers.

PURCHASING SHARES BY WIRE

   

Shares may be purchased by Federal Reserve wire by calling the Fund before 5:00
p.m. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 5:00 p.m.(Eastern
time) in order to begin earning dividends that same day. Federal funds should be
wired as follows: Federated Shareholder Services Company, c/o State Street Bank
and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit to: Treasury
Obligations Fund-Institutional Shares; Fund Number (this number can be found on
the account statement or by contacting the Fund); Group Number or Order Number;
Nominee or Institution Name; and ABA Number 011000028. Shares cannot be
purchased by wire on holidays when wire transfers are restricted. Questions on
wire purchases should be directed to your shareholder services representative at
the telephone number listed on your account statement.

    

PURCHASING SHARES BY CHECK

   

Shares may be purchased by sending a check to Federated Shareholder Services
Company, P.O. Box 8600, Boston, MA 02266-8600. The check should be made payable
to: Treasury Obligations Fund-Institutional Shares. Please include an account
number on the check. Orders by mail are considered received when payment by
check is converted into federal funds (normally the business day after the check
is received), and shares begin earning dividends the next day.

    

INVEST-BY-PHONE

   

Once an account has been opened, a shareholder may use Invest-by-Phone for
investments if an authorization form has been filed with Federated Shareholder
Services Company, the transfer agent for shares of the Fund. Approximately two
weeks after sending the form to Federated Shareholder Services Company, the
shareholder may call Federated Shareholder Services Company to purchase shares.
Federated Shareholder Services Company will send a request for monies to the
shareholder's commercial bank, savings bank, or credit union ("bank") via the
Automated Clearing House ("ACH"). The shareholder's bank, which must be an ACH
member, will then forward the monies to Federated Shareholder Services Company.
The purchase is normally entered the next business day after the initial phone
request. For further information and an application, call the Fund.

    


HOW TO REDEEM SHARES

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

REDEEMING SHARES BY TELEPHONE

   

Redemptions in any amount may be made by calling the Fund provided the Fund has
a properly completed authorization form. These forms can be obtained from
Federated Securities Corp. Proceeds from redemption requests received before
5:00 p.m. (Eastern time) will be wired the same day to the shareholder's account
at a domestic commercial bank which is a member of the Federal Reserve System,
but will not include that day's dividend. Proceeds from redemption requests
received after that time include that day's dividend but will be wired the
following business day. Proceeds from redemption requests on holidays when wire
transfers are restricted will be wired the following business day. Questions
about telephone redemptions on days when wire transfers are restricted should be
directed to your shareholder services representative at the telephone number
listed on your account statement.

    

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

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

REDEEMING SHARES BY MAIL

Shares may be redeemed in any amount by mailing a written request to: Federated
Shareholder Services Company, P.O. Box 8600, Boston, MA 02266- 8600. If share
certificates have been issued, they should be sent unendorsed with the written
request by registered or certified mail to the address noted above.

The written request should state: the Fund name and the class designation; the
account name as registered with the Fund; the account number; and the number of
shares to be redeemed or the dollar amount requested. All owners of the account
must sign the request exactly as the shares are registered. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the receipt of a proper written redemption request. Dividends
are paid up to and including the day that a redemption request is processed.

Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Fund or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a commercial
or savings bank, trust company or savings association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm of a domestic stock exchange; or any other "eligible
guarantor institution," as defined in the Securities Exchange Act of 1934. The
Fund does not accept signatures guaranteed by a notary public.


ACCOUNT AND SHARE INFORMATION

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund. Shares purchased by wire before
5:00 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 capital gains at least once every 12 months.

ACCOUNT ACTIVITY

Shareholders will receive periodic statements reporting all account activity,
including dividends paid. The Fund will not issue share certificates.

    

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account, except accounts maintained by retirement plans,
and pay the proceeds to the shareholder if the account balance falls below a
required minimum value of $1,000,000 due to shareholder redemptions. Before
shares are redeemed to close an account, the shareholder is notified in writing
and allowed 30 days to purchase additional shares to meet the minimum
requirement.

VOTING RIGHTS

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

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


TAX INFORMATION

FEDERAL INCOME TAX

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

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.

STATE AND LOCAL TAXES

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




OTHER CLASSES OF SHARES

The Fund also offers other classes. Institutional Service Shares and
Institutional Capital Shares are sold at net asset value primarily to financial
institutions, financial intermediaries and institutional investors and are
subject to a minimum initial investment of $1,000,000.

All classes are subject to certain of the same expenses.

   

Institutional Service Shares and Institutional Capital Shares are distributed
with no 12b-1 Plan but are subject to shareholder services fees.

Expense differences between classes may affect the performance of each class.

    

To obtain more information and a prospectus for any other class, investors may
call 1-800-341-7400.


PERFORMANCE INFORMATION


From time to time, the Fund advertises its yield, effective yield, and total
return. The performance figures will be calculated separately for each class of
shares.


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

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

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


   

LAST MEETING OF SHAREHOLDERS

A Special Meeting of Trust shareholders was held on April 23, 1998. On February
24, 1998, the record date for shareholders voting at the meeting, there were
28,912,813,604 total outstanding shares. The following items were considered by
shareholders and the results of their voting were as follows:

AGENDA ITEM 1: To elect Trustees.*

<TABLE>
<CAPTION>

                                  SHARES VOTED FOR         SHARES WITHHELD AUTHORITY
<S>                              <C>                    <C>
Thomas G. Bigley                    17,186,131,753                91,735,736
John T. Conroy, Jr.                 17,186,450,467                91,417,022
Peter E. Madden                     17,187,792,175                90,075,314
John E. Murray, Jr., J.D., S.J.D.   17,187,671,030                90,196,459

</TABLE>
    


 * The following Trustees of the Trust continued their terms as Trustees of
the Trust: John F. Donahue, William J. Copeland, J. Christopher Donahue,
James E. Dowd, Esq., Lawrence D. Ellis, M.D., Edward L. Flaherty, Jr.,
Esq., Wesley W. Posvar, and Marjorie P. Smuts.




FINANCIAL HIGHLIGHTS -- INSTITUTIONAL SERVICE SHARES

TREASURY OBLIGATIONS FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 20.
   
<TABLE>
<CAPTION>

                                                    YEAR  ENDED  JULY31,
                                            1998       1997     1996       1995     1994(A)
<S>                                    <C>        <C>        <C>      <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD      $ 1.00      $ 1.00     $ 1.00   $ 1.00   $ 1.00
INCOME FROM INVESTMENT OPERATIONS
 Net investment income                       0.05       0.05       0.05     0.05    0.003
LESS DISTRIBUTIONS
 Distributions from net investment income  (0.05)      (0.05)     (0.05)   (0.05)  (0.003)
NET ASSET VALUE, END OF PERIOD            $ 1.00      $ 1.00     $ 1.00   $ 1.00   $ 1.00
TOTAL RETURN(B)                             5.28%       5.10%      5.26%    5.23%    0.29 %
RATIOS TO AVERAGE NET ASSETS
 Expenses                                   0.45%       0.45%      0.45%    0.45%    0.39%*
 Net investment income                      5.15%       5.03%      5.12%    5.53%    4.26%*
 Expense waiver/reimbursement(c)            0.10%       0.10%      0.11%    0.11%    0.10%*
SUPPLEMENTAL DATA
 Net assets, end of period
 (000 omitted)                         $5,045,428 $3,054,110 $1,516,839 $543,855   $8,887

</TABLE>
    


 * Computed on an annualized basis.

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

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)


FINANCIAL HIGHLIGHTS -- INSTITUTIONAL CAPITAL SHARES

TREASURY OBLIGATIONS FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 20.
   
<TABLE>
<CAPTION>
                                           YEAR ENDED JULY 31,
                                              1998     1997(A)
<S>                                      <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD        $ 1.00     $ 1.00
INCOME FROM INVESTMENT OPERATIONS
 Net investment income                        0.05       0.02
LESS DISTRIBUTIONS
 Distributions from net investment income    (0.05)     (0.02)
NET ASSET VALUE, END OF PERIOD              $ 1.00     $ 1.00
TOTAL RETURN(B)                               5.43%      1.58%
RATIOS TO AVERAGE NET ASSETS
 Expenses                                     0.30%      0.30%*
 Net investment income                        5.30%      5.42%*
 Expense waiver/reimbursement(c)              0.25%      0.25%*
SUPPLEMENTAL DATA
 Net assets, end of period
 (000 omitted)                             $31,703    $42,505
</TABLE>
    

 * Computed on an annualized basis.
   
 (a) Reflects operations for the period from April 14, 1997 (date of initial
public investment) to July 31, 1997.

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)


PORTFOLIO OF INVESTMENTS

TREASURY OBLIGATIONS FUND

JULY 31, 1998

   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                       VALUE
<C>             <S>                                                                                <C>
SHORT-TERM U.S. TREASURY NOTES -- 13.9%
 $1,434,000,000 5.000% -- 8.875%, 11/15/1998-7/31/1999                                                   $1,439,566,972
(A)REPURCHASE AGREEMENTS -- 86.2%
    287,000,000 ABN AMRO Chicago Corp., 5.640%, dated 7/31/1998, due 8/3/1998                              287,000,000
    155,000,000 BA Securities, Inc., 5.630%, dated 7/31/1998, due 8/3/1998                                 155,000,000
    350,000,000 BT Securities Corp., 5.640%, dated 7/31/1998, due 8/3/1998                                 350,000,000
    452,000,000 Bank of Tokyo-Mitsubishi Ltd., 5.650%, dated 7/31/1998, due 8/3/1998                       452,000,000
    100,000,000 Barclays de Zoete Wedd Securities, Inc., 5.500%, dated 7/31/1998, due 8/3/1998             100,000,000
    510,000,000 Barclays de Zoete Wedd Securities, Inc., 5.650%, dated 7/31/1998, due 8/3/1998             510,000,000
    252,000,000 Bear, Stearns and Co., 5.630%, dated 7/31/1998, due 8/3/1998                               252,000,000
    252,000,000 CIBC Wood Gundy Securities Corp., 5.625%, dated 7/31/1998, due 8/3/1998                    252,000,000
     65,000,000 CIBC Wood Gundy Securities Corp., 5.640%, dated 7/31/1998, due 8/3/1998                     65,000,000
    226,000,000 Deutsche Bank Government Securities, Inc., 5.640%, dated 7/31/1998, due 8/3/1998           226,000,000
    492,000,000 Donaldson, Lufkin and Jenrette Securities Corp., 5.620%, dated 7/31/1998, due 8/3/1998     492,000,000
    155,000,000 First Chicago Capital Markets, Inc., 5.620%, dated 7/31/1998, due 8/3/1998                 155,000,000
    492,000,000 First Union Capital Markets, 5.630%, dated 7/31/1998, due 8/3/1998                         492,000,000
    514,000,000 (b)Goldman Sachs Group, LP, 5.480%, dated 6/30/1998, due 10/1/1998                         514,000,000
     66,000,000 (b)Goldman Sachs Group, LP, 5.480%, dated 7/1/1998, due 10/2/1998                           66,000,000
    500,000,000 Goldman Sachs Group, LP, 5.660%, dated 7/31/1998, due 8/3/1998                             500,000,000
    432,000,000 Greenwich Capital Markets, Inc., 5.640%, dated 7/31/1998, due 8/3/1998                     432,000,000
    122,000,000 Harris Nesbitt Thomson, Inc., 5.640%, dated 7/31/1998, due 8/3/1998                        122,000,000
     80,000,000 (b)J.P. Morgan & Co., Inc., 5.490%, dated 7/31/1998, due 9/29/1998                          80,000,000
     35,000,000 J.P. Morgan & Co., Inc., 5.550%, dated 7/31/1998, due 8/3/1998                              35,000,000
    340,000,000 (b)Merrill Lynch, Pierce, Fenner and Smith, 5.500%, dated 5/8/1998, due 8/10/1998          340,000,000
    492,000,000 Salomon Brothers, Inc., 5.650%, dated 7/31/1998, due 8/3/1998                              492,000,000
    130,000,000 Societe Generale Securities Corp., 5.625%, dated 7/31/1998, due 8/3/1998                   130,000,000
    492,000,000 Societe Generale, New York, 5.640%, dated 7/31/1998, due 8/3/1998                          492,000,000
    150,000,000 State Street Bank and Trust Co., 5.620%, dated 7/31/1998, due 8/3/1998                     150,000,000
    492,000,000 Toronto Dominion Securities (USA) Inc., 5.620%, dated 7/31/1998, due 8/3/1998              492,000,000
</TABLE>
    
TREASURY OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                       VALUE
<C>             <S>                                                                                <C>
(A)REPURCHASE AGREEMENTS -- CONTINUED
$   245,000,000 (b)UBS Securities, Inc., 5.450%, dated 6/17/1998, due 9/15/1998                        $   245,000,000
    700,000,000 Warburg Dillon Reed LLC, 5.620%, dated 7/31/1998, due 8/3/1998                             700,000,000
    357,000,000 Westdeutsche Landesbank Girozentrale, 5.640%, dated 7/31/1998, due 8/3/1998                357,000,000
                TOTAL REPURCHASE AGREEMENTS                                                              8,935,000,000
                TOTAL INVESTMENTS (AT AMORTIZED COST)(C)                                               $10,374,566,972

</TABLE>
    

 (a) The repurchase agreements are fully collateralized by U.S. Treasury
obligations based on market prices at the date of the portfolio. The investments
in the repurchase agreements are through participation in joint accounts with
other Federated funds.

 (b) Although final maturity falls beyond seven days, a liquidity feature is
included in each transaction to permit termination of the repurchase agreement
within seven days.

 (c) Also represents cost for federal tax purposes.
   
Note: The categories of investments are shown as a percentage of net assets
($10,367,001,889) at July 31, 1998.
    
The following acronyms are used throughout this portfolio:
LLC -- Limited Liability Corporation
LP  -- Limited Partnership

(See Notes which are an integral part of the Financial Statements)

STATEMENT OF ASSETS AND LIABILITIES

TREASURY OBLIGATIONS FUND

JULY 31, 1998
   
<TABLE>
<CAPTION>
<S>                                                                <C>               <C>
ASSETS:
Investments in repurchase agreements                                $8,935,000,000
Investments in securities                                            1,439,566,972
Total investments in securities, at amortized cost and value                           $10,374,566,972
Cash                                                                                         2,153,988
Income receivable                                                                           27,855,466
Receivable for shares sold                                                                     797,993
Total assets                                                                            10,405,374,419
LIABILITIES:
Payable for shares redeemed                                                422,399
Income distribution payable                                             35,747,174
Accrued expenses                                                         2,202,957
Total liabilities                                                                           38,372,530
NET ASSETS for 10,367,001,889 shares outstanding                                       $10,367,001,889
NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PROCEEDS PER SHARE:
INSTITUTIONAL SHARES:
$5,289,870,944/5,289,870,944 shares outstanding                                                  $1.00
INSTITUTIONAL SERVICE SHARES:
$5,045,428,127/5,045,428,127 shares outstanding                                                  $1.00
INSTITUTIONAL CAPITAL SHARES:
$31,702,818/31,702,818 shares outstanding                                                        $1.00
</TABLE>
    
(See Notes which are an integral part of the Financial Statements)

STATEMENT OF OPERATIONS
TREASURY OBLIGATIONS FUND
YEAR ENDED JULY 31, 1998
   
<TABLE>
<S>                                                               <C>         <C>              <C>
INVESTMENT INCOME:
Interest                                                                                        $541,436,483
EXPENSES:
Investment advisory fee                                                         $ 19,318,524
Administrative personnel and services fee                                          7,285,996
Custodian fees                                                                       496,306
Transfer and dividend disbursing agent fees and expenses                            218,712
Directors'/Trustees' fees                                                             64,970
Auditing fees                                                                         13,057
Legal fees                                                                            37,111
Portfolio accounting fees                                                            693,672
Shareholder services fee - Institutional Shares                                   13,132,731
Shareholder services fee -- Institutional Service Shares                          10,908,834
Shareholder services fee -- Institutional Capital Shares                             106,590
Share registration costs                                                             873,666
Printing and postage                                                                 192,668
Insurance premiums                                                                    50,195
Taxes                                                                                    731
Miscellaneous                                                                         35,036
Total expenses                                                                    53,428,799
Waivers --
Waiver of investment advisory fee                                  $ (9,537,113)
Waiver of shareholder services fee -- Institutional Shares                       (13,132,731)
Waiver of shareholder services fee -- Institutional Capital Shares                   (63,954)
Total waivers                                                                    (22,733,798)
Net expenses                                                                                      30,695,001
Net investment income                                                                           $510,741,482

</TABLE>
    
(See Notes which are an integral part of the Financial Statements)

STATEMENT OF CHANGES IN NET ASSETS
TREASURY OBLIGATIONS FUND
   
<TABLE>
<CAPTION>

                                                                                                 YEAR ENDED JULY 31,
                                                                                              1998              1997
<S>                                                                              <C>                  <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS --
 Net investment income                                                                 $    510,741,482  $    359,583,153
DISTRIBUTIONS TO SHAREHOLDERS
 Distributions from net investment income
 Institutional Shares                                                                      (283,582,801)     (254,552,990)
 Institutional Service Shares                                                              (224,897,953)     (104,840,770)
 Institutional Capital Shares                                                                (2,260,728)         (189,393)
 Change in net assets resulting from distributions to shareholders                         (510,741,482)     (359,583,153)
SHARE TRANSACTIONS --
 Proceeds from sale of shares                                                            62,011,458,681    43,911,491,307
 Net asset value of shares issued to shareholders in payment
 of distributions declared                                                                  122,517,950        84,240,302
 Cost of shares redeemed                                                                (59,678,173,575)  (42,251,242,453)
 Change in net assets resulting from share transactions                                   2,455,803,056     1,744,489,156
 Change in net assets                                                                     2,455,803,056     1,744,489,156
NET ASSETS:
 Beginning of period                                                                      7,911,198,833     6,166,709,677
 End of period                                                                         $ 10,367,001,889  $  7,911,198,833
</TABLE>
    
(See Notes which are an integral part of the Financial Statements)

NOTES TO FINANCIAL STATEMENTS

TREASURY OBLIGATIONS FUND
   
JULY 31, 1998
    
ORGANIZATION

Money Market Obligations Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act") as an open-end, management
investment company. The Trust consists of six portfolios. The financial
statements included herein are only those of Treasury Obligations Fund (the
"Fund"), a diversified portfolio. The financial statements of the other
portfolios are presented separately. The assets of each portfolio are segregated
and a shareholder's interest is limited to the portfolio in which shares are
held. The investment objective of the Fund is current income consistent with
stability of principal.

The Fund offers three classes of shares: Institutional Shares, Institutional
Service Shares, and Institutional Capital Shares. Effective April 14, 1997,
the Trust added Institutional Capital Shares.

SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.

INVESTMENT VALUATIONS

The Fund uses the amortized cost method to value its portfolio securities in
accordance with Rule 2a-7 under the Act.

REPURCHASE AGREEMENTS

It is the policy of the Fund to require the custodian bank to take possession,
to have legally segregated in the Federal Reserve Book Entry System, or to have
segregated within the custodian bank's vault, all securities held as collateral
under repurchase agreement transactions. Additionally, procedures have been
established by the Fund to monitor, on a daily basis, the market value of each
repurchase agreement's collateral to ensure that the value of collateral at
least equals the repurchase price to be paid under the repurchase agreement
transaction.

The Fund will only enter into repurchase agreements with banks and other
recognized financial institutions, such as broker/dealers, which are deemed by
the Fund's adviser to be creditworthy pursuant to the guidelines and/or
standards reviewed or established by the Board of Trustees (the "Trustees").
Risks may arise from the potential inability of counterparties to honor the
terms of the repurchase agreement. Accordingly, the Fund could receive less than
the repurchase price on the sale of collateral securities.

INVESTMENT INCOME, EXPENSES, AND DISTRIBUTIONS

Interest income and expenses are accrued daily. Bond premium and discount, if
applicable, are amortized as required by the Internal Revenue Code, as amended
(the "Code"). Distributions to shareholders are recorded on the ex- dividend
date.

FEDERAL TAXES

It is the Fund's policy to comply with the provisions of the Code applicable to
regulated investment companies and to distribute to shareholders each year
substantially all of its income. Accordingly, no provisions for federal tax are
necessary.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The Fund may engage in when-issued or delayed delivery transactions. The Fund
records when-issued securities on the trade date and maintains security
positions such that sufficient liquid assets will be available to make payment
for the securities purchased. Securities purchased on a when-issued or delayed
delivery basis are marked to market daily and begin earning interest on the
settlement date.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts of assets, liabilities, expenses and revenues reported in the
financial statements. Actual results could differ from those estimated.

OTHER

Investment transactions are accounted for on the trade date.

SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares.

Transactions in shares were as follows:
   
<TABLE>
<CAPTION>
                                                                        YEAR ENDED JULY 31,
INSTITUTIONAL SHARES                                                     1998            1997
<S>                                                               <C>             <C>
Shares sold                                                         29,392,382,133   27,254,234,550
Shares issued to shareholders in payment of distributions declared      45,925,317       50,228,539
Shares redeemed                                                    (28,963,019,841) (27,139,750,037)
Net change resulting from Institutional Share transactions             475,287,609      164,713,052
<CAPTION>

                                                                             YEAR ENDED JULY 31,
INSTITUTIONAL SERVICE SHARES                                                 1998                1997
<S>                                                               <C>             <C>
Shares sold                                                            31,821,116,8 97    16,581,686,843
Shares issued to shareholders in payment of distributions declared          74,615,681        33,822,698
Shares redeemed                                                        (29,904,414,631)  (15,078,238,755)
Net change resulting from Institutional Service Share transactions       1,991,317,947     1,537,270,786
<CAPTION>

                                                                         YEAR ENDED JULY 31,
INSTITUTIONAL CAPITAL SHARES                                             1998           1997(A)
<S>                                                               <C>             <C>
Shares sold                                                          797,959,651     75,569,914
Shares issued to shareholders in payment of distributions declared     1,976,952        189,065
Shares redeemed                                                     (810,739,103)   (33,253,661)
Net change resulting from Institutional Capital Share transactions   (10,802,500)    42,505,318
Net change resulting from share transactions                       2,455,803,056  1,744,489,156

</TABLE>
    
   

 (a) For the period from April 14, 1997 (date of initial public investment) to
July 31, 1997.

At July 31, 1998, capital paid-in aggregated $10,367,001,889.
    
INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE

Federated Management, the Fund's investment adviser (the "Adviser"), receives
for its services an annual investment advisory fee equal to 0.20% of the Fund's
average daily net assets. The Adviser may voluntarily choose to waive any
portion of its fee. The Adviser can modify or terminate this voluntary waiver at
any time at its sole discretion.

ADMINISTRATIVE FEE

Federated Services Company ("FServ"), under the Administrative Services
Agreement, provides the Fund with administrative personnel and services. The fee
paid to FServ is based on the level of average aggregate daily net assets of all
funds advised by subsidiaries of Federated Investors, Inc. for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

SHAREHOLDER SERVICES FEE

Under the terms of a Shareholder Services Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to 0.25% of average daily net assets
of the Fund for the period. The fee paid to FSS is used to finance certain
services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive any portion of its fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion.

TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES

FServ, through its subsidiary, Federated Shareholder Services Company ("FSSC")
serves as transfer and dividend disbursing agent for the Fund. The fee paid to
FSSC is based on the size, type, and number of accounts and transactions made by
shareholders.

PORTFOLIO ACCOUNTING FEES

FServ maintains the Fund's accounting records for which it receives a fee. The
fee is based on the level of the Fund's average daily net assets for the period,
plus out-of-pocket expenses.

GENERAL

Certain of the Officers and Trustees of the Trust are Officers and Directors or
Trustees of the above companies.
   
YEAR 2000 (UNAUDITED)

Similar to other financial organizations, the Fund could be adversely affected
if the computer systems used by the Fund's service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. The Fund's Adviser and Administrator are taking measures that they
believe are reasonably designed to address the Year 2000 issue with respect to
computer systems that they use and to obtain reasonable assurances that
comparable steps are being taken by each of the Fund's other service providers.
At this time, however, there can be no assurance that these steps will be
sufficient to avoid any adverse impact to the Fund.
    
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of
MONEY MARKET OBLIGATIONS TRUST
(Treasury Obligations Fund):
   
We have audited the accompanying statement of assets and liabilities of Treasury
Obligations Fund (an investment portfolio of Money Market Obligations Trust, a
Massachusetts business trust), including the schedule of portfolio investments,
as of July 31, 1998, the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in the
period then ended, and the financial highlights for the periods presented. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of July
31, 1998, by correspondence with the custodian and brokers. As to confirmation
replies not received, we carried out alternative auditing procedures. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Treasury Obligations Fund (an investment portfolio of Money Market Obligations
Trust) as of July 31, 1998, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended, and its financial highlights for the periods presented, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
September 25, 1998

    
TREASURY
OBLIGATIONS FUND

(A Portfolio of Money Market Obligations Trust)
Institutional Shares

   

PROSPECTUS
SEPTEMBER 30, 1998

    

An Open-End Management
Investment Company

TREASURY OBLIGATIONS FUND
INSTITUTIONAL SHARES

   

Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

    

DISTRIBUTOR
Federated Securities Corp.
Federated Investors Tower
   
1001 Liberty Avenue
    
Pittsburgh, PA 15222-3779

INVESTMENT ADVISER
Federated Management
Federated Investors Tower
   
1001 Liberty Avenue
    
Pittsburgh, PA 15222-3779

CUSTODIAN

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

TRANSFER AGENT
AND DIVIDEND DISBURSING AGENT
Federated Shareholder Services Company
P.O. Box 8600
Boston, MA 02266-8600

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP
2100 One PPG Place
Pittsburgh, PA 15222

Federated Securities Corp., Distributor
1-800-341-7400
www.federatedinvestors.com
   

Cusip 60934N500
9110208A-IS (9/98)
    
[graphic]






Treasury Obligations Fund

(A Portfolio of Money Market Obligations Trust)

Institutional Capital Shares

PROSPECTUS

The Institutional Capital Shares of Treasury Obligations Fund (the "Fund")
offered by this prospectus represent interests in a 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. Treasury securities to achieve
current income consistent with stability of principal.

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

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

   

The Fund has also filed a Statement of Additional Information dated September
30, 1998, with the Securities and Exchange Commission ("SEC"). The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information or a paper copy of this prospectus, if you have received
your prospectus electronically, free of charge by calling 1-800-341-7400. To
obtain other information, or make inquiries about the Fund, contact the Fund at
the address listed in the back of this prospectus. The Statement of Additional
Information, material incorporated by reference into this document, and other
information regarding the Fund is maintained electronically with the SEC at
Internet Web site (http://www.sec.gov).

    

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

   

PROSPECTUS DATED SEPTEMBER 30, 1998

    

TABLE OF CONTENTS

   

Summary of Fund Expenses   1

Financial Highlights -- Institutional Capital Shares   2

General Information   3

Year 2000 Statement   3

Investment Information   3

Investment Objective   3

Investment Policies   3

Investment Limitations   4

Fund Information   4

Management of the Fund   4

Distribution of Institutional Capital Shares    5

Administration of the Fund   5

Net Asset Value   5

How to Purchase Shares   5

Purchasing Shares by Wire   6

Purchasing Shares by Check   6

Invest-by-Phone   6

How to Redeem Shares   6

Redeeming Shares by Telephone   6

Redeeming Shares by Mail   7

Account and Share Information   7

Dividends   7

Capital Gains   7

Account Activity   7

Accounts with Low Balances   7

Voting Rights   7

Tax Information   8

Federal Income Tax   8

State and Local Taxes   8

Other Classes of Shares   8

Performance Information   8

Last Meeting of Shareholders   9

Financial Highlights -- Institutional Shares   10

Financial Highlights -- Institutional Service Shares   11

Financial Statements   12

Report of Independent Public Accountants   20

    

SUMMARY OF FUND EXPENSES
   
<TABLE>
<CAPTION>
INSTITUTIONAL CAPITAL SHARES
SHAREHOLDER TRANSACTION EXPENSES
<S> <C> Maximum Sales Charge Imposed on Purchases (as a percentage of offering
price) None Maximum Sales Charge Imposed on Reinvested Dividends (as a
percentage of offering price) None Contingent Deferred Sales Charge (as a
percentage of original purchase price or redemption proceeds, as applicable)
None Redemption Fee (as a percentage of amount redeemed, if applicable) None
Exchange Fee None <CAPTION> ANNUAL OPERATING EXPENSES (As a percentage of
average net assets) <S> <C> <C> Management Fee (after waiver)(1) 0.10% 12b-1 Fee
None Total Other Expenses 0.20% Shareholder Services Fee (after waiver)(2) 0.10%
Total Operating Expenses(3) 0.30% </TABLE>

 (1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.20%.

 (2) The shareholder services fee has been reduced to reflect the voluntary
waiver of a portion of the shareholder services fee. The shareholder service
provider can terminate this voluntary waiver at any time at its sole discretion.
The maximum shareholder services fee is 0.25%.

 (3) The total operating expenses would have been 0.55% absent the voluntary
waivers of portions of the management fee and the shareholder services fee.

    

The purpose of this table is to assist an investor in understanding the various
costs and expenses that a shareholder of Institutional Capital Shares of the
Fund will bear, either directly or indirectly. For more complete descriptions of
the various costs and expenses, see "Fund Information" and "How to Purchase
Shares." Wire-transferred redemptions of less than $5,000 may be subject to
additional fees.     <TABLE> EXAMPLE You would pay the following expenses on a
$1,000 investment, assuming (1) 5% annual return and (2) redemption at the end
of each time period. <S> <C> 1 Year $ 3 3 Years $10 5 Years $17 10 Years $38
</TABLE>     

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

FINANCIAL HIGHLIGHTS -- INSTITUTIONAL CAPITAL SHARES

TREASURY OBLIGATIONS FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   

Reference is made to the Report of Independent Public Accountants on page 20.

<TABLE>
<CAPTION>
                                          YEAR ENDED JULY 31,
                                           1998       1997(A)
<S>                                     <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD      $ 1.00     $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                       0.05       0.02
LESS DISTRIBUTIONS
Distributions from net investment income   (0.05)     (0.02)
NET ASSET VALUE, END OF PERIOD            $ 1.00     $ 1.00
TOTAL RETURN(B)                             5.43%      1.58%
RATIOS TO AVERAGE NET ASSETS
Expenses                                    0.30%      0.30%*
Net investment income                       5.30%      5.42%*
Expense waiver/reimbursement(c)             0.25%      0.25%*
SUPPLEMENTAL DATA
Net assets, end of period (000 omitted)  $31,703    $42,505
</TABLE>

 * Computed on an annualized basis.

 (a) Reflects operations for the period from April 14, 1997 (date of initial
public investment) to July 31, 1997.

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

    

(See Notes which are an integral part of the Financial Statements)

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 Board of
Trustees (the "Trustees") has established three classes of shares known as
Institutional Capital Shares, Institutional Shares, and Institutional Service
Shares. This prospectus relates only to Institutional Capital Shares of the
Fund, which are designed primarily for financial institutions, financial
intermediaries and institutional investors as a convenient means of accumulating
an interest in a professionally managed portfolio investing only in short-term
U.S. Treasury securities. A minimum initial investment of $1,000,000 over a
one-year period is required.

    

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

   

YEAR 2000 STATEMENT

Like other mutual funds and business organizations worldwide, the Fund's service
providers (among them, the adviser, distributor, administrator and transfer
agent) must ensure that their computer systems are adjusted to properly process
and calculate date-related information from and after January 1, 2000. Many
software programs and, to a lesser extent, the computer hardware in use today
cannot distinguish the year 2000 from the year 1900. Such a design flaw could
have a negative impact in the handling of securities trades, pricing and
accounting services. The Fund and its service providers are actively working on
necessary changes to computer systems to deal with the year 2000 issue and
believe that systems will be year 2000 compliant when required. Analysis
continues regarding the financial impact of instituting a year 2000 compliant
program on the Fund's operations.

    


INVESTMENT INFORMATION

INVESTMENT OBJECTIVE

The investment objective of the Fund is current income consistent with stability
of principal. This investment objective cannot be changed without shareholder
approval. While there is no assurance that the Fund will achieve its investment
objective, it endeavors to do so by complying with the diversification and other
requirements of Rule 2a-7 under the Investment Company Act of 1940 which
regulates money market mutual funds and by following the investment policies
described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing only in a portfolio of
U.S. Treasury securities maturing in 13 months or less. The average maturity of
the securities in the Fund's portfolio, computed on a dollar-weighted basis,
will be 90 days or less. Unless indicated otherwise, the investment policies may
be changed by the Trustees without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS

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

REPURCHASE AGREEMENTS

Certain securities in which the Fund invests may be purchased pursuant to
repurchase agreements. Repurchase agreements are arrangements in which banks,
broker/dealers, and other recognized financial institutions sell securities to
the Fund and agree at the time of sale to repurchase them at a mutually agreed
upon time and price. To the extent that the seller does not repurchase the
securities from the Fund, the Fund could receive less than the repurchase price
on any sale of such securities.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

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

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

LENDING OF PORTFOLIO SECURITIES

In order to generate additional income, the Fund may lend its portfolio
securities on a short-term or long-term basis, or both, to broker/dealers,
banks, or other institutional borrowers of securities. The Fund will only enter
into loan arrangements with broker/dealers, banks, or other institutions which
the adviser has determined are creditworthy under guidelines established by the
Fund's Trustees and will receive collateral at all times equal to at least 100%
of the value of the securities loaned. There is the risk that when lending
portfolio securities, the securities may not be available to the Fund on a
timely basis and the Fund may, therefore, lose the opportunity to sell the
securities at a desirable price. In addition, in the event that a borrower of
securities would file for bankruptcy or become insolvent, disposition of the
securities may be delayed pending court action.

INVESTMENT LIMITATIONS

The Fund will not borrow money or pledge securities except, under certain
circumstances, the Fund may borrow up to one-third of the value of its total
assets and pledge up to 15% of the value of those assets to secure such
borrowings.

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

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


FUND INFORMATION

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES

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

INVESTMENT ADVISER

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

ADVISORY FEES

The adviser receives an annual investment advisory fee equal to 0.20% of the
Fund's average daily net assets. The adviser may voluntarily choose to waive a
portion of its fee or reimburse other expenses of the Fund, but reserves the
right to terminate such waiver or reimbursement at any time at its sole
discretion.

ADVISER'S BACKGROUND

   

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

Federated Management and other subsidiaries of Federated Investors, Inc. serve
as investment advisers to a number of investment companies and private accounts.
Certain other subsidiaries also provide administrative services to a number of
investment companies. With over $120 billion invested across more than 300 funds
under management and/or administration by its subsidiaries, as of December 31,
1997, Federated Investors, Inc. is one of the largest mutual fund investment
managers in the United States. With more than 2,000 employees, Federated
continues to be led by the management who founded the company in 1955. Federated
funds are presently at work in and through approximately 4,000 financial
institutions nationwide.

    

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interests. Among other things, the codes: require preclearance
and periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL CAPITAL SHARES

   

Federated Securities Corp. is the principal distributor for Institutional
Capital 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, Inc.

    

SHAREHOLDER SERVICES

   

The Fund has entered into a Shareholder Services Agreement with Federated
Shareholder Services, a subsidiary of Federated Investors, Inc., under which the
Fund may make payments up to 0.25% of the average daily net asset value of its
shares, computed at an annual rate, to obtain certain personal services for
shareholders and to maintain shareholder accounts. From time to time and for
such periods as deemed appropriate, the amount stated above may be reduced
voluntarily. Under the Shareholder Services Agreement, Federated Shareholder
Services will either perform shareholder services directly or will select
financial institutions to perform shareholder services. Financial institutions
will receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.

    

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS

In addition to payments made pursuant to the Shareholder Services Agreement,
Federated Securities Corp. and Federated Shareholder Services, from their own
assets, may pay financial institutions supplemental fees for the performance of
substantial sales services, distribution-related support services, or
shareholder services. The support may include sponsoring sales, educational and
training seminars for their employees, providing sales literature, and
engineering computer software programs that emphasize the attributes of the
Fund. Such assistance will be predicated upon the amount of shares the financial
institution sells or may sell, and/or upon the type and nature of sales or
marketing support furnished by the financial institution. Any payments made by
the distributor may be reimbursed by the Fund's investment adviser or its
affiliates.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES

   

Federated Services Company, a subsidiary of Federated Investors, Inc., provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Fund at an annual rate which
relates to the average aggregate daily net assets of all funds advised by
affiliates of Federated Investors, Inc. specified below:

    

MAXIMUM            AVERAGE AGGREGATE
  FEE               DAILY NET ASSETS
 0.150%         on the first $250 million
 0.125%         on the next $250 million
 0.100%         on the next $250 million
 0.075%    on assets in excess of $750 million

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Services Company may choose voluntarily to waive a portion of its fee.

NET ASSET VALUE

The Fund attempts to stabilize the net asset value of shares at $1.00 by valuing
the portfolio securities using the amortized cost method. The net asset value
per share is determined by subtracting liabilities attributable to Institutional
Capital Shares from the value of Fund assets attributable to Institutional
Capital Shares, and dividing the remainder by the number of Institutional
Capital 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 5:00 p.m., (Eastern time), Monday through
Friday, except on New Year's Day, Martin Luther King, Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day.

    

HOW TO PURCHASE SHARES

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

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone. The
minimum initial investment is $1,000,000. However, an account may be opened with
a smaller amount as long as the minimum is reached within one year of opening
the account. Financial institutions may impose different minimum investment
requirements on their customers.

PURCHASING SHARES BY WIRE

   

Shares may be purchased by Federal Reserve wire by calling the Fund before 5:00
p.m. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 5:00 p.m. (Eastern
time) in order to begin earning dividends that same day. Federal funds should be
wired as follows: Federated Shareholder Services Company, c/o State Street Bank
and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit to: Treasury
Obligations Fund -- Institutional Capital Shares; Fund Number (this number can
be found on the account statement or by contacting the Fund); Group Number or
Order Number; Nominee or Institution Name; and ABA Number 011000028. Shares
cannot be purchased by wire on holidays when wire transfers are restricted.
Questions on wire purchases should be directed to your shareholder services
representative at the telephone number listed on your account statement.

    

PURCHASING SHARES BY CHECK

   

Shares may be purchased by sending a check to Federated Shareholder Services
Company, P.O. Box 8600, Boston, MA 02266-8600. The check should be made payable
to: Treasury Obligations Fund -- Institutional Capital Shares. Please include an
account number on the check. Orders by mail are considered received when payment
by check is converted into federal funds (normally the business day after the
check is received), and shares begin earning dividends the next day.

    

INVEST-BY-PHONE

   

Once an account has been opened, a shareholder may use invest-by-phone for
investments if an authorization form has been filed with Federated Shareholder
Services Company, the transfer agent for shares of the Fund. Approximately two
weeks after sending the form to Federated Shareholder Services Company, the
shareholder may call Federated Shareholder Services Company to purchase shares.
Federated Shareholder Services Company will send a request for monies to the
shareholder's commercial bank, savings bank, or credit union ("bank") via the
Automated Clearing House ("ACH"). The shareholder's bank, which must be an ACH
member, will then forward the monies to Federated Shareholder Services Company.
The purchase is normally entered the next business day after the initial phone
request. For further information and an application, call the Fund.

    

HOW TO REDEEM SHARES

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

REDEEMING SHARES BY TELEPHONE

   

Redemptions in any amount may be made by calling the Fund provided the Fund has
a properly completed authorization form. These forms can be obtained from
Federated Securities Corp. Proceeds from redemption requests received before
5:00 p.m. (Eastern time) will be wired the same day to the shareholder's account
at a domestic commercial bank which is a member of the Federal Reserve System,
but will not include that day's dividend. Proceeds from redemption requests
received after that time include that day's dividend but will be wired the
following business day. Proceeds from redemption requests on holidays when wire
transfers are restricted will be wired the following business day. Questions
about telephone redemptions on days when wire transfers are restricted should be
directed to your shareholder services representative at the telephone number
listed on your account statement.

    

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

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

REDEEMING SHARES BY MAIL

Shares may be redeemed in any amount by mailing a written request to: Federated
Shareholder Services Company, P.O. Box 8600, Boston, MA 02266- 8600. If share
certificates have been issued, they should be sent unendorsed with the written
request by registered or certified mail to the address noted above.

The written request should state: the Fund name and the class designation; the
account name as registered with the Fund; the account number; and the number of
shares to be redeemed or the dollar amount requested. All owners of the account
must sign the request exactly as the shares are registered. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the receipt of a proper written redemption request. Dividends
are paid up to and including the day that a redemption request is processed.

   

Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Fund or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a commercial
or savings bank, trust company, or savings association whose deposits are
insured by an organization which is administered by the Federal Deposit
Insurance Corporation; a member firm of a domestic stock exchange; or any other
"eligible guarantor institution," as defined in the Securities Exchange Act of
1934. The Fund does not accept signatures guaranteed by a notary public.

    

ACCOUNT AND SHARE INFORMATION

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund. Shares purchased by wire before
5:00 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 capital gains at least once every 12 months.

ACCOUNT ACTIVITY

Shareholders will receive periodic statements reporting all account activity,
including dividends paid. The Fund will not issue share certificates.

    

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account, except accounts maintained by retirement plans,
and pay the proceeds to the shareholder if the account balance falls below a
required minimum value of $1,000,000 due to shareholder redemptions. Before
shares are redeemed to close an account, the shareholder is notified in writing
and allowed 30 days to purchase additional shares to meet the minimum
requirement.

VOTING RIGHTS

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

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

   

As of September 3, 1998, American Bank, Rock Island, IL, owned 52.97% of the
voting securities of the Fund and St. Joseph's Hospital Gross Receipt Money
Advantage, Syracuse, NY, owned 33.37% of the voting securities of the Fund and,
therefore, may, for certain purposes, be deemed to control the Fund and be able
to affect the outcome of certain matters presented for a vote of shareholders.

    

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.

STATE AND LOCAL TAXES

   

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

    

OTHER CLASSES OF SHARES

The Fund also offers other classes. Institutional Shares are sold at net asset
value primarily to entities holding shares in an agency or fiduciary capacity,
financial institutions, financial intermediaries and institutional investors and
are subject to a minimum initial investment of $1,000,000. Institutional Service
Shares are sold at net asset value primarily to financial institutions,
financial intermediaries and institutional investors and are subject to a
minimum initial investment of $1,000,000.

All classes are subject to certain of the same expenses.

   

Institutional Shares and Institutional Service Shares are distributed with no
12b-1 Plan but are subject to shareholder services fees.

    

Expense differences between classes may affect the performance of each class.

To obtain more information and a prospectus for any other class, investors may
call 1-800-341-7400.

PERFORMANCE INFORMATION

   

From time to time, the Fund advertises its yield, effective yield, and total
return. The performance figures will be calculated separately for each class of
shares.

    

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

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

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

   

LAST MEETING OF SHAREHOLDERS

A Special Meeting of Trust shareholders was held on April 23, 1998. On February
24, 1998, the record date for shareholders voting at the meeting, there were
28,912,813,604 total outstanding shares. The following items were considered by
shareholders and the results of their voting were as follows:

AGENDA ITEM 1: To elect Trustees.*

                                  SHARES VOTED FOR  SHARES WITHHELD AUTHORITY
Thomas G. Bigley                    17,186,131,753          91,735,736
John T. Conroy, Jr.                 17,186,450,467          91,417,022
Peter E. Madden                     17,187,792,175          90,075,314
John E. Murray, Jr., J.D., S.J.D.   17,187,671,030          90,196,459

 * The following Trustees of the Trust continued their terms as Trustees of
the Trust: John F. Donahue, William J. Copeland,  J. Christopher Donahue,
James E. Dowd, Esq., Lawrence D. Ellis, M.D., Edward L. Flaherty, Jr.,
Esq., Wesley W. Posvar, and Marjorie P. Smuts.

    

FINANCIAL HIGHLIGHTS -- INSTITUTIONAL SHARES

TREASURY OBLIGATIONS FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   

Reference is made to the Report of Independent Public Accountants on page 20.
<TABLE>
<CAPTION>
                                                              YEAR ENDED JULY 31,
                         1998        1997       1996       1995       1994       1993       1992       1991     1990(A)
<S>                  <C>         <C>       <C>       <C>         <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE,
BEGINNING OF PERIOD       $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00   $ 1.00
INCOME FROM
INVESTMENT OPERATIONS
Net investment income       0.05       0.05       0.05       0.05       0.03       0.03       0.05       0.07     0.04
LESS DISTRIBUTIONS
Distributions from
net investment income      (0.05)     (0.05)     (0.05)     (0.05)     (0.03)     (0.03)     (0.05)     (0.07)   (0.04)
NET ASSET VALUE,
END OF PERIOD             $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00   $ 1.00
TOTAL RETURN(B)             5.54%      5.36%      5.53%      5.50%      3.35%      3.15%      4.61%      7.11%    5.09%
RATIOS TO AVERAGE
NET ASSETS
Expenses                    0.20%      0.20%      0.20%      0.20%      0.20%      0.20%      0.20%      0.20%    0.20%*
Net investment income       5.40%      5.24%      5.37%      5.42%      3.29%      3.11%      4.49%      6.65%    8.16%*
Expense waiver/
reimbursement(c)            0.35%      0.35%      0.36%      0.36%      0.10%      0.07%      0.08%      0.09%    0.15%*
SUPPLEMENTAL DATA
Net assets, end
of period
(000 omitted)         $5,289,871 $4,814,583 $4,649,870 $3,441,068 $2,582,975 $2,532,482 $2,432,037 $1,678,880 $576,048
</TABLE>
    

 * Computed on an annualized basis.

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

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)

FINANCIAL HIGHLIGHTS -- INSTITUTIONAL SERVICE SHARES

TREASURY OBLIGATIONS FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   

Reference is made to the Report of Independent Public Accountants on page 20.
<TABLE>
<CAPTION>
                                                              YEAR ENDED JULY 31,
                                             1998        1997        1996      1995    1994(A)
<S>                                          <C>        <C>         <C>        <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD         $ 1.00      $ 1.00      $ 1.00    $ 1.00  $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                          0.05        0.05        0.05      0.05    0.003
LESS DISTRIBUTIONS
Distributions from net investment income      (0.05)      (0.05)      (0.05)    (0.05)  (0.003)
NET ASSET VALUE, END OF PERIOD               $ 1.00      $ 1.00      $ 1.00    $ 1.00    1.00
TOTAL RETURN(B)                                5.28%       5.10%       5.26%     5.23%   0.29%
RATIOS TO AVERAGE NET ASSETS
Expenses                                       0.45%       0.45%      0.45%      0.45%   0.39%*
Net investment income                          5.15%       5.03%       5.12%     5.53%   4.26%*
Expense waiver/reimbursement(c)                0.10%       0.10%       0.11%     0.11%   0.10%*
SUPPLEMENTAL DATA
Net assets, end of period (000 omitted)  $5,045,428  $3,054,110  $1,516,839  $543,855  $8,887
</TABLE>
    

 * Computed on an annualized basis.

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

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)

PORTFOLIO OF INVESTMENTS

TREASURY OBLIGATIONS FUND
   
JULY 31, 1998
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                       VALUE
<C>             <S>                                                                                    <C>
SHORT-TERM U.S. TREASURY NOTES--13.9%
 $1,434,000,000 5.000% - 8.875%, 11/15/1998-7/31/1999                                                   $  1,439,566,972
(A)REPURCHASE AGREEMENTS--86.2%
    287,000,000 ABN AMRO Chicago Corp., 5.640%, dated 7/31/1998, due 8/3/1998                                287,000,000
    155,000,000 BA Securities, Inc., 5.630%, dated 7/31/1998, due 8/3/1998                                   155,000,000
    350,000,000 BT Securities Corp., 5.640%, dated 7/31/1998, due 8/3/1998                                   350,000,000
    452,000,000 Bank of Tokyo-Mitsubishi Ltd., 5.650%, dated 7/31/1998, due 8/3/1998                         452,000,000
    100,000,000 Barclays de Zoete Wedd Securities, Inc., 5.500%, dated 7/31/1998, due 8/3/1998               100,000,000
    510,000,000 Barclays de Zoete Wedd Securities, Inc., 5.650%, dated 7/31/1998, due 8/3/1998               510,000,000
    252,000,000 Bear, Stearns and Co., 5.630%, dated 7/31/1998, due 8/3/1998                                 252,000,000
    252,000,000 CIBC Wood Gundy Securities Corp., 5.625%, dated 7/31/1998, due 8/3/1998                      252,000,000
     65,000,000 CIBC Wood Gundy Securities Corp., 5.640%, dated 7/31/1998, due 8/3/1998                       65,000,000
    226,000,000 Deutsche Bank Government Securities, Inc., 5.640%, dated 7/31/1998, due 8/3/1998             226,000,000
    492,000,000 Donaldson, Lufkin and Jenrette Securities Corp., 5.620%, dated 7/31/1998, due 8/3/1998       492,000,000
    155,000,000 First Chicago Capital Markets, Inc., 5.620%, dated 7/31/1998, due 8/3/1998                   155,000,000
    492,000,000 First Union Capital Markets, 5.630%, dated 7/31/1998, due 8/3/1998                           492,000,000
    514,000,000 (b)Goldman Sachs Group, LP, 5.480%, dated 6/30/1998, due 10/1/1998                           514,000,000
     66,000,000 (b)Goldman Sachs Group, LP, 5.480%, dated 7/1/1998, due 10/2/1998                             66,000,000
    500,000,000 Goldman Sachs Group, LP, 5.660%, dated 7/31/1998, due 8/3/1998                               500,000,000
    432,000,000 Greenwich Capital Markets, Inc., 5.640%, dated 7/31/1998, due 8/3/1998                       432,000,000
    122,000,000 Harris Nesbitt Thomson, Inc., 5.640%, dated 7/31/1998, due 8/3/1998                          122,000,000
     80,000,000 (b)J.P. Morgan & Co., Inc., 5.490%, dated 7/31/1998, due 9/29/1998                            80,000,000
     35,000,000 J.P. Morgan & Co., Inc., 5.550%, dated 7/31/1998, due 8/3/1998                                35,000,000
    340,000,000 (b)Merrill Lynch, Pierce, Fenner and Smith, 5.500%, dated 5/8/1998, due 8/10/1998            340,000,000
    492,000,000 Salomon Brothers, Inc., 5.650%, dated 7/31/1998, due 8/3/1998                                492,000,000
    130,000,000 Societe Generale Securities Corp., 5.625%, dated 7/31/1998, due 8/3/1998                     130,000,000
    492,000,000 Societe Generale, New York, 5.640%, dated 7/31/1998, due 8/3/1998                            492,000,000
    150,000,000 State Street Bank and Trust Co., 5.620%, dated 7/31/1998, due 8/3/1998                       150,000,000
    492,000,000 Toronto Dominion Securities (USA) Inc., 5.620%, dated 7/31/1998, due 8/3/1998                492,000,000
</TABLE>
    
TREASURY OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                                       VALUE
<C>             <S>                                                                                    <C>
(A)REPURCHASE AGREEMENTS--CONTINUED
$   245,000,000 (b)UBS Securities, Inc., 5.450%, dated 6/17/1998, due 9/15/1998                         $    245,000,000
    700,000,000 Warburg Dillon Reed LLC, 5.620%, dated 7/31/1998, due 8/3/1998                               700,000,000
    357,000,000 Westdeutsche Landesbank Girozentrale, 5.640%, dated 7/31/1998, due 8/3/1998                  357,000,000
                TOTAL REPURCHASE AGREEMENTS                                                                8,935,000,000
                TOTAL INVESTMENTS (AT AMORTIZED COST)(C)                                                 $10,374,566,972
</TABLE>

 (a) The repurchase agreements are fully collateralized by U.S. Treasury
obligations based on market prices at the date of the portfolio. The investments
in the repurchase agreements are through participation in joint accounts with
other Federated funds.

 (b) Although final maturity falls beyond seven days, a liquidity feature is
included in each transaction to permit termination of the repurchase agreement
within seven days.

 (c) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
($10,367,001,889) at July 31, 1998.

    

The following acronyms are used throughout this portfolio:

   

LLC--Limited Liability Corporation
LP --Limited Partnership

    

 (See Notes which are an integral part of the Financial Statements)

STATEMENT OF ASSETS AND LIABILITIES

TREASURY OBLIGATIONS FUND
   
JULY 31, 1998
<TABLE>
<S>                                                                <C>             <C>
ASSETS:
Investments in repurchase agreements                                $8,935,000,000
Investments in securities                                            1,439,566,972
Total investments in securities, at amortized cost and value                        $10,374,566,972
Cash                                                                                      2,153,988
Income receivable                                                                        27,855,466
Receivable for shares sold                                                                  797,993
Total assets                                                                         10,405,374,419
LIABILITIES:
Payable for shares redeemed                                                422,399
Income distribution payable                                             35,747,174
Accrued expenses                                                         2,202,957
Total liabilities                                                                        38,372,530
NET ASSETS for 10,367,001,889 shares outstanding                                    $10,367,001,889
NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PROCEEDS PER SHARE:
INSTITUTIONAL SHARES:
$5,289,870,944 / 5,289,870,944 shares outstanding                                             $1.00
INSTITUTIONAL SERVICE SHARES:
$5,045,428,127 / 5,045,428,127 shares outstanding                                             $1.00
INSTITUTIONAL CAPITAL SHARES:
$31,702,818 / 31,702,818 shares outstanding                                                   $1.00
</TABLE>
    

(See Notes which are an integral part of the Financial Statements)

STATEMENT OF OPERATIONS

TREASURY OBLIGATIONS FUND
   
YEAR ENDED JULY 31, 1998
<TABLE>
<S>                                                            <C>           <C>           <C>
INVESTMENT INCOME:
Interest                                                                                    $541,436,483
EXPENSES:
Investment advisory fee                                                       $ 19,318,524
Administrative personnel and services fee                                        7,285,996
Custodian fees                                                                     496,306
Transfer and dividend disbursing agent fees and expenses                           218,712
Directors'/Trustees' fees                                                           64,970
Auditing fees                                                                       13,057
Legal fees                                                                          37,111
Portfolio accounting fees                                                          693,672
Shareholder services feeInstitutional Shares                                    13,132,731
Shareholder services feeInstitutional Service Shares                            10,908,834
Shareholder services feeInstitutional Capital Shares                               106,590
Share registration costs                                                           873,666
Printing and postage                                                               192,668
Insurance premiums                                                                  50,195
Taxes                                                                                  731
Miscellaneous                                                                       35,036
Total expenses                                                                  53,428,799
Waivers
Waiver of investment advisory fee                               $ (9,537,113)
Waiver of shareholder services feeInstitutional Shares           (13,132,731)
Waiver of shareholder services feeInstitutional Capital Shares       (63,954)
Total waivers                                                                  (22,733,798)
Net expenses                                                                                  30,695,001
Net investment income                                                                       $510,741,482
</TABLE>
    

(See Notes which are an integral part of the Financial Statements)

STATEMENT OF CHANGES IN NET ASSETS

TREASURY OBLIGATIONS FUND
   
<TABLE>
<CAPTION>
                                                                                             YEAR ENDED JULY 31,
                                                                                           1998               1997
<S>                                                                                   <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS
Net investment income                                                                 $    510,741,482  $    359,583,153
DISTRIBUTIONS TO SHAREHOLDERS
Distributions from net investment income
Institutional Shares                                                                      (283,582,801)     (254,552,990)
Institutional Service Shares                                                              (224,897,953)     (104,840,770)
Institutional Capital Shares                                                                (2,260,728)         (189,393)
Change in net assets resulting from distributions to shareholders                         (510,741,482)     (359,583,153)
SHARE TRANSACTIONS
Proceeds from sale of shares                                                            62,011,458,681    43,911,491,307
Net asset value of shares issued to shareholders in payment of distributions declared      122,517,950        84,240,302
Cost of shares redeemed                                                                (59,678,173,575)  (42,251,242,453)
Change in net assets resulting from share transactions                                   2,455,803,056     1,744,489,156
Change in net assets                                                                     2,455,803,056     1,744,489,156
NET ASSETS:
Beginning of period                                                                      7,911,198,833     6,166,709,677
End of period                                                                         $ 10,367,001,889  $  7,911,198,833
</TABLE>
    

(See Notes which are an integral part of the Financial Statements)

NOTES TO FINANCIAL STATEMENTS

TREASURY OBLIGATIONS FUND
   
JULY 31, 1998
    
ORGANIZATION

Money Market Obligations Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act") as an open-end, management
investment company. The Trust consists of six portfolios. The financial
statements included herein are only those of Treasury Obligations Fund (the
"Fund"), a diversified portfolio. The financial statements of the other
portfolios are presented separately. The assets of each portfolio are segregated
and a shareholder's interest is limited to the portfolio in which shares are
held. The investment objective of the Fund is current income consistent with
stability of principal.

The Fund offers three classes of shares: Institutional Shares, Institutional
Service Shares, and Institutional Capital Shares. Effective April 14, 1997,
the Trust added Institutional Capital Shares.

SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.

INVESTMENT VALUATIONS

The Fund uses the amortized cost method to value its portfolio securities in
accordance with Rule 2a-7 under the Act.

REPURCHASE AGREEMENTS

It is the policy of the Fund to require the custodian bank to take possession,
to have legally segregated in the Federal Reserve Book Entry System, or to have
segregated within the custodian bank's vault, all securities held as collateral
under repurchase agreement transactions. Additionally, procedures have been
established by the Fund to monitor, on a daily basis, the market value of each
repurchase agreement's collateral to ensure that the value of collateral at
least equals the repurchase price to be paid under the repurchase agreement
transaction.

The Fund will only enter into repurchase agreements with banks and other
recognized financial institutions, such as broker/dealers, which are deemed by
the Fund's adviser to be creditworthy pursuant to the guidelines and/or
standards reviewed or established by the Board of Trustees (the "Trustees").
Risks may arise from the potential inability of counterparties to honor the
terms of the repurchase agreement. Accordingly, the Fund could receive less than
the repurchase price on the sale of collateral securities.

INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS

Interest income and expenses are accrued daily. Bond premium and discount, if
applicable, are amortized as required by the Internal Revenue Code, as amended
(the "Code"). Distributions to shareholders are recorded on the ex- dividend
date.

FEDERAL TAXES

It is the Fund's policy to comply with the provisions of the Code applicable to
regulated investment companies and to distribute to shareholders each year
substantially all of its income. Accordingly, no provisions for federal tax are
necessary.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The Fund may engage in when-issued or delayed delivery transactions. The Fund
records when-issued securities on the trade date and maintains security
positions such that sufficient liquid assets will be available to make payment
for the securities purchased. Securities purchased on a when-issued or delayed
delivery basis are marked to market daily and begin earning interest on the
settlement date.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts of assets, liabilities, expenses and revenues reported in the
financial statements. Actual results could differ from those estimated.

OTHER

Investment transactions are accounted for on the trade date.

SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares.

Transactions in shares were as follows:

   
<TABLE>
<CAPTION>
                                                                          YEAR ENDED JULY 31,
INSTITUTIONAL SHARES                                                    1998             1997
<S>                                                               <C>               <C>
Shares sold                                                         29,392,382,133   27,254,234,550
Shares issued to shareholders in payment of distributions declared      45,925,317       50,228,539
Shares redeemed                                                    (28,963,019,841) (27,139,750,037)
Net change resulting from Institutional Share transactions             475,287,609      164,713,052
<CAPTION>
                                                                          YEAR ENDED JULY 31,
INSTITUTIONAL SERVICE SHARES                                            1998             1997
<S>                                                               <C>               <C>
Shares sold                                                         31,821,116,897   16,581,686,843
Shares issued to shareholders in payment of distributions declared      74,615,681       33,822,698
Shares redeemed                                                    (29,904,414,631) (15,078,238,755)
Net change resulting from Institutional Service Share transactions   1,991,317,947    1,537,270,786
<CAPTION>
                                                                          YEAR ENDED JULY 31,
INSTITUTIONAL CAPITAL SHARES                                            1998            1997(A)
<S>                                                               <C>               <C>
Shares sold                                                            797,959,651       75,569,914
Shares issued to shareholders in payment of distributions declared       1,976,952          189,065
Shares redeemed                                                       (810,739,103)     (33,253,661)
Net change resulting from Institutional Capital Share transactions     (10,802,500)      42,505,318
Net change resulting from share transactions                         2,455,803,056    1,744,489,156
</TABLE>

 (a) For the period from April 14, 1997 (date of initial public investment) to
July 31, 1997.

At July 31, 1998, capital paid-in aggregated $10,367,001,889.

    

INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE

Federated Management, the Fund's investment adviser (the "Adviser"), receives
for its services an annual investment advisory fee equal to 0.20% of the Fund's
average daily net assets. The Adviser may voluntarily choose to waive any
portion of its fee. The Adviser can modify or terminate this voluntary waiver at
any time at its sole discretion.

ADMINISTRATIVE FEE

Federated Services Company ("FServ"), under the Administrative Services
Agreement, provides the Fund with administrative personnel and services. The fee
paid to FServ is based on the level of average aggregate daily net assets of all
funds advised by subsidiaries of Federated Investors, Inc. for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

SHAREHOLDER SERVICES FEE

Under the terms of a Shareholder Services Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to 0.25% of average daily net assets
of the Fund for the period. The fee paid to FSS is used to finance certain
services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive any portion of its fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion.

TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES

FServ, through its subsidiary, Federated Shareholder Services Company ("FSSC")
serves as transfer and dividend disbursing agent for the Fund. The fee paid to
FSSC is based on the size, type, and number of accounts and transactions made by
shareholders.

PORTFOLIO ACCOUNTING FEES

FServ maintains the Fund's accounting records for which it receives a fee. The
fee is based on the level of the Fund's average daily net assets for the period,
plus out-of-pocket expenses.

GENERAL

Certain of the Officers and Trustees of the Trust are Officers and Directors or
Trustees of the above companies.

YEAR 2000 (UNAUDITED)

Similar to other financial organizations, the Fund could be adversely affected
if the computer systems used by the Fund's service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. The Fund's Adviser and Administrator are taking measures that they
believe are reasonably designed to address the Year 2000 issue with respect to
computer systems that they use and to obtain reasonable assurances that
comparable steps are being taken by each of the Fund's other service providers.
At this time, however, there can be no assurance that these steps will be
sufficient to avoid any adverse impact to the Fund.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of
MONEY MARKET OBLIGATIONS TRUST
(Treasury Obligations Fund):

   

We have audited the accompanying statement of assets and liabilities of Treasury
Obligations Fund (an investment portfolio of Money Market Obligations Trust, a
Massachusetts business trust), including the schedule of portfolio investments,
as of July 31, 1998, the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in the
period then ended, and the financial highlights for the periods presented. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of July
31, 1998, by correspondence with the custodian and brokers. As to confirmation
replies not received, we carried out alternative auditing procedures. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Treasury Obligations Fund (an investment portfolio of Money Market Obligations
Trust) as of July 31, 1998, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended, and its financial highlights for the periods presented, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
September 25, 1998

    

(graphic)

Treasury Obligations Fund

(A Portfolio of Money Market Obligations Trust)

Institutional Capital Shares

   

PROSPECTUS
SEPTEMBER 30, 1998

    

An Open-End Management
Investment Company

TREASURY OBLIGATIONS FUND
INSTITUTIONAL CAPITAL SHARES

   

Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

    

DISTRIBUTOR

   

Federated Securities Corp.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

    

INVESTMENT ADVISER

   

Federated Management
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

    

CUSTODIAN

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

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Federated Shareholder Services Company
P.O. Box 8600
Boston, MA 02266-8600

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP
2100 One PPG Place
Pittsburgh, PA 15222
Federated Securities Corp., Distributor
1-800-341-7400
www.federatedinvestors.com
   
Cusip 60934N823
G01353-01 (9/98)
    
(graphic)






Treasury Obligations Fund

(A Portfolio of Money Market Obligations Trust)
Institutional Shares
Institutional Service Shares
Institutional Capital Shares

STATEMENT OF ADDITIONAL INFORMATION
   



This Statement of Additional Information should be read with the prospectuses

of Treasury Obligations Fund (the "Fund"), a portfolio of Money Market

Obligations Trust (the "Trust") dated September 30, 1998. This Statement is

not a prospectus. You may request a copy of a prospectus or a paper copy of

this Statement, if you have received it electronically, free of charge by

calling 1-800-341-7400.



TREASURY OBLIGATIONS FUND

FEDERATED INVESTORS FUNDS

5800 CORPORATE DRIVE

PITTSBURGH, PA 15237-7000


Statement dated September 30, 1998



    



(graphic)

Federated Securities Corp., Distributor

Federated Investors, Inc.

Federated Investors Tower

1001 Liberty Avenue

Pittsburgh, PA 15222-3779

1-800-341-7400

www.federatedinvestors.com

   

Cusip 60934N500

Cusip 60934N872

Cusip 60934N823

9110208B (9/98)

    

(graphic)

                                TABLE OF CONTENTS





Investment Policies  1


When-Issued and Delayed Delivery Transactions  1

Repurchase Agreements  1

Lending of Portfolio Securities  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  2

Underwriting  2

Concentration of Investments  2

Diversification of Investments  2

Investing in Illiquid Securities  2

Investing in Securities of Other
  Investment Companies  2

Investing for Control  2

Investing in Options  2

Regulatory Compliance  2


Money Market Obligations Trust Management  3


Share Ownership  6

Trustee Compensation  7

Trustee Liability  7


Investment Advisory Services  7


Investment Adviser  7

Advisory Fees  8


Brokerage Transactions   8



Other Services  8


Fund Administration  8

Custodian and Portfolio Accountant  8

Transfer Agent  8

Independent Public Accountants  8


Determining Net Asset Value  9



Redemption in Kind  9



Massachusetts Partnership Law   9



The Fund's Tax Status  10



Performance Information  10


Yield  10

Effective Yield  10

Total Return  10

Performance Comparisons  11

Economic and Market Information  11


About Federated Investors, Inc.  11


Mutual Fund Market  12

Institutional Clients  12

Bank Marketing  12

Broker/Dealers and Bank Broker/
    Dealer Subsidiaries  12


                               INVESTMENT POLICIES




Unless indicated otherwise, the policies described below may be changed by

the Board of Trustees (the "Trustees") without shareholder approval.

Shareholders will be notified before any material change in these policies

becomes effective.



WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

These transactions are made to secure what is considered to be an

advantageous price or yield for the Fund. No fees or other expenses, other

than normal transaction costs, are incurred. However, liquid assets of the

Fund in a dollar amount sufficient to make payment for the securities to be

purchased are: segregated on the Fund`s records at the trade date; marked to

market daily; and maintained until the transaction is settled. The Fund does

not intend to engage in when-issued and delayed delivery transactions to an

extent that would cause the segregation of more than 20% of the total value

of its assets.



REPURCHASE AGREEMENTS

The Fund believes that under the regular procedures normally in effect for

custody of the Fund's portfolio securities subject to repurchase agreements,

a court of competent jurisdiction would rule in favor of the Fund and allow

retention or disposition of such securities. The Fund will only enter into

repurchase agreements with banks and other recognized financial

institutions, such as broker/dealers, which are deemed by the Fund's adviser

to be creditworthy pursuant to guidelines established by the Trustees.



LENDING OF PORTFOLIO SECURITIES

The collateral received when the Fund lends portfolio securities must be

valued daily and, should the market value of the loaned securities increase,

the borrower must furnish additional collateral to the Fund. During the time

portfolio securities are on loan, the borrower pays the Fund any dividends or

interest paid on such securities. Loans are subject to termination at the

option of the Fund or the borrower. The Fund may pay reasonable

administrative and custodial fees in connection with a loan and may pay a

negotiated portion of the interest earned on the cash or equivalent

collateral to the borrower or placing broker.



                             INVESTMENT LIMITATIONS




SELLING SHORT AND BUYING ON MARGIN

The Fund will not sell any securities short or purchase any securities on

margin but may obtain such short-term credits as are necessary for clearance

of transactions.



ISSUING SENIOR SECURITIES AND BORROWING MONEY

The Fund will not issue senior securities except that the Fund may borrow

money in amounts up to one-third of the value of its total assets, including

the amounts borrowed.



The Fund will not borrow money for investment leverage, but rather as a

temporary, extraordinary, or emergency measure or to facilitate management

of the portfolio by enabling the Fund to meet redemption requests when the

liquidation of portfolio securities is deemed to be inconvenient or

disadvantageous. The Fund will not purchase any securities while borrowings

in excess of 5% of the value of its total assets are outstanding.



PLEDGING ASSETS

The Fund will not mortgage, pledge, or hypothecate any assets except as

necessary to secure permitted borrowings. In those cases, it may pledge

assets having a market value not exceeding the lesser of the dollar amounts

borrowed or 15% of the value of total assets of the Fund at the time of the

pledge.



LENDING CASH OR SECURITIES
   

The Fund will not lend any assets, except portfolio securities. This shall

not prevent the Fund from purchasing or holding bonds, debentures, notes,

certificates of indebtedness or other debt securities, entering into

repurchase agreements, or engaging in other transactions where permitted by

its investment objective, policies, and limitations or the Declaration of

Trust.

    
INVESTING IN COMMODITIES

The Fund will not purchase or sell commodities, commodity contracts, or

commodity futures contracts.



INVESTING IN REAL ESTATE

The Fund will not purchase or sell real estate, including limited partnership

interests.



UNDERWRITING

The Fund will not underwrite any issue of securities, except as it may be

deemed to be an underwriter under the Securities Act of 1933 in connection

with the sale of securities in accordance with its investment objective,

policies, and limitations.



CONCENTRATION OF INVESTMENTS
   

The Fund will not invest 25% or more of the value of its total assets in any

one industry, except that the Fund may invest 25% or more of the value of its

total assets in cash, cash items, or securities issued or guaranteed by the

government of the United States or its agencies, or instrumentalities and

repurchase agreements collateralized by such U.S. government securities.



    
DIVERSIFICATION OF INVESTMENTS
   

With respect to securities comprising of 75% of the value of its total

assets, the Fund will not purchase securities of any one issuer (other than

cash; cash items; 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; and securities of other

investment companies) 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 limitations, however, may be changed by the Trustees without

shareholder approval. Shareholders will be notified before any material

change in these limitations becomes effective.



    

INVESTING IN ILLIQUID SECURITIES

The Fund will not invest more than 10% of the value of its net assets in

illiquid securities including certain restricted securities not determined

to be liquid under criteria established by the Trustees and repurchase

agreements providing for settlement in more than seven days after notice.



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 FOR CONTROL

The Fund will not invest in securities of a company for the purpose of

exercising control or management.



INVESTING IN OPTIONS

The Fund will not invest in puts, calls, straddles, spreads, or any

combination of them.



For purposes of the above limitations, the Fund considers certificates of

deposit and demand and time deposits issued by a U.S. branch of a domestic

bank or savings association having capital, surplus, and undivided profits in

excess of $100,000,000 at the time of investment to be "cash items." Except

with respect to borrowing money, if a percentage limitation is adhered to at

the time of investment, a later increase or decrease in percentage resulting

from any change in value or net assets will not result in a violation of such

limitation.



The Fund did not borrow money or pledge securities in excess of 5% of the

value of its net assets during the last fiscal year and has no present intent

to do so during the coming fiscal year.



REGULATORY COMPLIANCE

The Fund may follow non-fundamental operational policies that are more

restrictive than its fundamental investment limitations, as set forth in the

prospectus and this Statement of Additional Information, in order to comply

with applicable laws and regulations, including the provisions of and

regulations under the Investment Company Act of 1940. In particular, the Fund

will comply with the various requirements of Rule 2a-7, which regulates money

market mutual funds. The Fund will determine the effective maturity of its

investments 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.



                    MONEY MARKET OBLIGATIONS TRUST MANAGEMENT




Officers and Trustees are listed with their addresses, birthdates, present

positions with Money Market Obligations Trust, and principal occupations.

   

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

Thomas G. Bigley
15 Old Timber Trail
Pittsburgh, PA
Birthdate: February 3, 1934
Trustee
Director or Trustee of the Funds; Director, Member of Executive Committee,
Children's Hospital of Pittsburgh; formerly, Senior Partner, Ernst & Young LLP;
Director, MED 3000 Group, Inc.; Director, Member of Executive Committee,
University of Pittsburgh.

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

William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate: July 4, 1918
Trustee
Director or Trustee of the Funds; Director and Member of the Executive
Committee, Michael Baker, Inc.; formerly, Vice Chairman and Director, PNC Bank,
N.A. and PNC Bank Corp.; Director, Ryan Homes, Inc.; Director, United Refinery;
Chairman, Pittsburgh Foundation; Director, Forbes Fund; Chairman, Pittsburgh
Civic Light Opera.

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

James E. Dowd, Esq.
571 Hayward Mill Road
Concord, MA
Birthdate: May 18, 1922
Trustee
Director or Trustee of the Funds; Attorney-at-law; Director,
The Emerging Germany Fund, Inc.; formerly, President, Boston
Stock Exchange, Inc.; Regional Administrator, United States
Securities and Exchange Commission.

Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932
Trustee
Director or Trustee of the Funds; Professor of Medicine, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center -
Downtown; Hematologist, Oncologist, and Internist, Presbyterian and Montefiore
Hospitals; formerly, Member, National Board of Trustees, Leukemia Society of
America.

Edward L. Flaherty, Jr., Esq. @
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate: June 18, 1924
Trustee
Director or Trustee of the Funds; Attorney, of Counsel, Miller, Ament, Henny &
Kochuba; Director, Eat'N Park Restaurants, Inc.; formerly, Counsel, Horizon
Financial, F.A., Western Region; Partner, Meyer and Flaherty.

Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
Birthdate: March 16, 1942
Trustee
Director or Trustee of the Funds; formerly, Representative, Commonwealth of
Massachusetts General Court; President, State Street Bank and Trust Company and
State Street Corporation; Director, VISA USA and VISA International; Chairman
and Director, Massachusetts Banker Association; Director, Depository Trust
Corporation.

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

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925
Trustee
Director or Trustee of the Funds; President, World Society for Ekistics, Athens;
Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., National Defense University and U.S. Space Foundation; President
Emeritus, University of Pittsburgh; Founding Chairman, National Advisory Council
for Environmental Policy and Technology, Federal Emergency Management Advisory
Board and Czech Management Center, Prague; formerly, Professor, United States
Military Academy; Professor, United States Air Force Academy.

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate: June 21, 1935
Trustee
Director or Trustee of the Funds; Public Relations/ Marketing/Conference
Planning; formerly, National Spokesperson, Aluminum Company of America; business
owner.

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

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


    

 *This Trustee is deemed to be an "interested person" as defined in the

Investment Company Act of 1940.



 @Member of the Executive Committee. The Executive Committee of the Board of

Trustees handles the responsibilities of the Board between meetings of the

Board.



   



As referred to in the list of Trustees and Officers, "Funds" includes the

following investment companies: Automated Government Money Trust; Blanchard

Funds; Blanchard Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust

Series, Inc.; CCB Funds; DG Investor Series; Edward D. Jones & Co. Daily

Passport Cash Trust; Federated Adjustable Rate U.S. Government Fund, Inc.;

Federated American Leaders Fund, Inc.; Federated ARMs Fund; Federated Core

Trust; Federated Equity Funds; Federated Equity Income Fund, Inc.; Federated

Fund for U.S. Government Securities, Inc.; Federated GNMA Trust; Federated

Government Income Securities, Inc.; Federated Government Trust; Federated

High Income Bond Fund, Inc.; Federated High Yield Trust; Federated Income

Securities Trust; Federated Income Trust; Federated Index Trust; Federated

Institutional Trust; Federated Insurance Series; Federated Investment

Portfolios; Federated Investment Trust; Federated Master Trust; Federated

Municipal Opportunities Fund, Inc.; Federated Municipal Securities Fund,

Inc.; Federated Municipal Trust; Federated Short-Term Municipal Trust;

Federated Short-Term U.S. Government Trust; Federated Stock and Bond Fund,

Inc.; Federated Stock Trust; Federated Tax-Free Trust; Federated Total

Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.

Government Securities Fund: 1-3 Years; Federated U.S. Government Securities

Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10 Years;

Federated Utility Fund, Inc.; Fixed Income Securities, Inc.; High Yield Cash

Trust; Intermediate Municipal Trust; International Series, Inc.; Investment

Series Funds, Inc.; Investment Series Trust; Liberty Term Trust, Inc.--1999;

Liberty U.S. Government Money Market Trust; Liquid Cash Trust; Managed Series

Trust; Money Market Management, Inc.; Money Market Obligations Trust; Money

Market Obligations Trust II; Money Market Trust; Municipal Securities Income

Trust; Newpoint Funds; Regions Funds; RIGGS Funds; Targeted Duration Trust;

Tax-Free Instruments Trust; The Planters Funds; The Virtus Funds; Trust for

Financial Institutions; Trust for Government Cash Reserves; Trust for Short-

Term U.S. Government Securities; Trust for U.S. Treasury Obligations;

WesMark Funds; WCT Funds; and World Investment Series, Inc.



SHARE OWNERSHIP

Officers and Trustees as a group own less than 1% of the Fund.



As of September 3, 1998, the following shareholders of record owned 5% or

more of the outstanding Institutional Shares of the Fund: State Street Bank

and Trust, North Quincy, Massachusetts owned approximately 895,585,881

shares (17.66%); Fleet Securities Corp., Rochester, New York owned

approximately 501,988,856 shares (9.90%); and Var & Co., U.S. Bank, N.A., St.

Paul, Minnesota owned approximately 364,988,371 shares (7.20%).



As of September 3, 1998, the following shareholders of record owned 5% or

more of the outstanding Institutional Service Shares of the Fund: Chase

Manhattan Bank, New York, New York owned approximately 403,898,150 shares

(7.64%); Trustman, SunTrust Bank, Atlanta, Georgia owned approximately

345,362,788 shares (6.54%); Relico, Relico Trust Company, Atlanta, Georgia

owned approximately 340,314,656 shares (6.44%); and District of Columbia

Corrections, Trustee/Construction & Repair, Washington, DC owned

approximately 310,277,141 shares (5.87%).



As of September 3, 1998, the following shareholders of record owned 5% or more

of the outstanding Institutional Capital Shares of the Fund: American Bank,

Rock Island, Illinois owned approximately 18,027,437 shares (52.97%); and St.

Joseph's Hospital Gross Receipt Money Advantage, Syracuse, New York owned

approximately 11,358,000 shares (33.37%).



    

TRUSTEE COMPENSATION
   
<TABLE>

<CAPTION>

     NAME, AGGREGATE POSITION WITH COMPENSATION TOTAL COMPENSATION PAID TRUST
FROM TRUST*# FROM FUND COMPLEX+
<S>                              <C>               <C>

John F. Donahue
 Chairman and Trustee                         $0    $0 for the Trust and
                56 other investment companies in the Fund Complex
Thomas G. Bigley
 Trustee                              $18,351.07     $111,222 for the Trust and
                56 other investment companies in the Fund Complex
John T. Conroy, Jr.
 Trustee                              $20,189.07     $122,362 for the Trust and
                56 other investment companies in the Fund Complex
William J. Copeland
 Trustee                              $20,189.07     $122,362 for the Trust and
                56 other investment companies in the Fund Complex
J. Christopher Donahue
 President and Trustee                        $0     $0 for the Trust and
                18 other investment companies in the Fund Complex
James E. Dowd, Esq.
 Trustee                              $20,189.07     $122,362 for the Trust and
                56 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.
 Trustee                              $18,351.07     $111,222 for the Trust and
                56 other investment companies in the Fund Complex
Edward L. Flaherty, Jr., Esq.
 Trustee                              $20,189.07     $122,362 for the Trust and
                56 other investment companies in the Fund Complex
Peter E. Madden
 Trustee                              $18,351.07     $111,222 for the Trust and
                56 other investment companies in the Fund Complex
John E. Murray, Jr., J.D., S.J.D.
 Trustee                              $18,351.07     $111,222 for the Trust and
                56 other investment companies in the Fund Complex
Wesley W. Posvar
 Trustee                              $18,351.07     $111,222 for the Trust and
                56 other investment companies in the Fund Complex
Marjorie P. Smuts
 Trustee                              $18,351.07     $111,222 for the Trust and
                56 other investment companies in the Fund Complex
</TABLE>

    

   

 * Information is furnished for the fiscal year ended July 31, 1998.



 # The aggregate compensation is provided for the Trust which is comprised of

six portfolios.



 + The information is provided for the last calendar year.



    

TRUSTEE LIABILITY

The Declaration of Trust provides that the Trustees will not be liable for

errors of judgment or mistakes of fact or law. However, they are not

protected against any liability to which they would otherwise be subject by

reason of willful misfeasance, bad faith, gross negligence, or reckless

disregard of the duties involved in the conduct of their office.



                          INVESTMENT ADVISORY SERVICES




INVESTMENT ADVISER

   



The Fund's investment adviser is Federated Management. It is a subsidiary of

Federated Investors, Inc. All the voting securities of Federated Investors,

Inc. are owned by a trust, the trustees of which are John F. Donahue, his

wife and his son, J. Christopher Donahue.



    



The adviser shall not be liable to the Trust, the Fund, or any shareholder of

the Fund for any losses that may be sustained in the purchase, holding, or

sale of any security or for anything done or omitted by it, except acts or

omissions involving willful misfeasance, bad faith, gross negligence, or

reckless disregard of the duties imposed upon it by its contract with the

Fund.



ADVISORY FEES

   



For its advisory services, Federated Management receives an annual

investment advisory fee as described in the prospectuses. For the fiscal

years ended July 31, 1998, 1997, and 1996, the adviser earned $19,318,524,

$13,886,919, and $11,303,978, respectively, of which $9,537,113, $6,879,101,

and $5,936,217, respectively, were waived.

                                          

                             BROKERAGE TRANSACTIONS

   

When selecting brokers and dealers to handle the purchase and sale of

portfolio instruments, the adviser looks for prompt execution of the order at

a favorable price. In working with dealers, the adviser will generally use

those who are recognized dealers in specific portfolio instruments, except

when a better price and execution of the order can be obtained elsewhere. The

adviser makes decisions on portfolio transactions and selects brokers and

dealers subject to guidelines established by the Trustees. The adviser may

select brokers and dealers who offer brokerage and research services. These

services may be furnished directly to the Fund or to the adviser and may

include: advice as to the advisability of investing in securities; security

analysis and reports; economic studies; industry studies; receipt of

quotations for portfolio evaluations; and similar services. Research

services provided by brokers and dealers may be used by the adviser or its

affiliates in advising the Fund and other accounts. To the extent that

receipt of these services may supplant services for which the adviser or its

affiliates might otherwise have paid, it would tend to reduce their expenses.

The adviser and its affiliates exercise reasonable business judgment in

selecting brokers who offer brokerage and research services to execute

securities transactions. They determine in good faith that commissions

charged by such persons are reasonable in relationship to the value of the

brokerage and research services provided. During the fiscal years ended July

31, 1998, 1997, and 1996, the Fund paid no brokerage commissions.



    



Although investment decisions for the Fund are made independently from those

of the other accounts managed by the adviser, investments of the type the

Fund may make may also be made by those other accounts. When the Fund and one

or more other accounts managed by the adviser are prepared to invest in, or

desire to dispose of, the same security, available investments or

opportunities for sales will be allocated in a manner believed by the adviser

to be equitable to each. In some cases, this procedure may adversely affect

the price paid or received by the Fund or the size of the position obtained

or disposed of by the Fund. In other cases, however, it is believed that

coordination and the ability to participate in volume transactions will be to

the benefit of the Fund.



                                 OTHER SERVICES




FUND ADMINISTRATION

   



Federated Services Company, a subsidiary of Federated Investors, Inc.,

provides administrative personnel and services to the Fund for a fee as

described in the prospectuses. From March 1, 1994 to March 1, 1996, Federated

Administrative Services, a subsidiary of Federated Investors, Inc., served

as the Fund's Administrator. For purposes of this Statement of Additional

Information, Federated Services Company and Federated Administrative

Services may hereinafter collectively be referred to as the

"Administrators." For the fiscal years ended July 31, 1998, 1997, and 1996,

the Administrators earned $7,285,996, $5,244,250, and $4,274,511,

respectively.



    

CUSTODIAN AND PORTFOLIO ACCOUNTANT

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. The fee paid for this service is based upon the

level of the Fund's average net assets for the period plus out-of-pocket

expenses.



TRANSFER AGENT

   



Federated Services Company, through its registered transfer agent, Federated

Shareholder Services Company, maintains all necessary shareholder records.

For its services, the transfer agent receives a fee based on the size, type,

and number of accounts and transactions made by shareholders.



    

INDEPENDENT PUBLIC ACCOUNTANTS

The independent public accountants for the Fund are Arthur Andersen LLP,

Pittsburgh, PA.



SHAREHOLDER SERVICES

This arrangement permits the payment of fees to Federated Shareholder

Services to cause services to be provided which are necessary for the

maintenance of shareholder accounts and to encourage personal services to

shareholders by a representative who has knowledge of the shareholder's

particular circumstances and goals. These activities and services may

include but are not limited to providing office space, equipment, telephone

facilities, and various clerical, supervisory, computer, and other personnel

as necessary or beneficial to establish and maintain shareholder accounts

and records; processing purchase and redemption transactions and automatic

investments of client account cash balances; answering routine client

inquiries; and assisting clients in changing dividend options, account

designations, and addresses.



By adopting the Shareholder Services Agreement, the Trustees expect that

the Fund will benefit by: (1) providing personal services to shareholders;

(2) investing shareholder assets with a minimum of delay and administrative

detail; (3) enhancing shareholder recordkeeping systems; and (4) responding

promptly to shareholders' requests and inquiries concerning their accounts.



   



For the fiscal year ended July 31, 1998, the Fund earned shareholder service

fees on behalf of the Institutional Shares, Institutional Service Shares, and

Institutional Capital Shares in the amounts of $13,132,731, $10,908,834, and

$106,590 of which $0, $10,908,834, and $42,636 were paid to financial

institutions, respectively.



                                          




                           DETERMINING NET ASSET VALUE




The Trustees have decided that the best method for determining the value of

portfolio instruments is amortized cost. Under this method, portfolio

instruments are valued at the acquisition cost as adjusted for amortization

of premium or accumulation of discount rather than at current market value.

Accordingly, neither the amount of daily income nor the net asset value is

affected by any unrealized appreciation or depreciation of the portfolio. In

periods of declining interest rates, the indicated daily yield on shares of

the Fund computed by dividing the annualized daily income on the Fund's

portfolio by the net asset value computed as above may tend to be higher than

a similar computation made by using a method of valuation based upon market

prices and estimates. In periods of rising interest rates, the opposite may

be true.



The Fund's use of the amortized cost method of valuing portfolio instruments

depends on its compliance with certain conditions in Rule 2a-7 (the "Rule")

promulgated by the Securities and Exchange Commission under the Investment

Company Act of 1940. Under the Rule, the Trustees must establish procedures

reasonably designed to stabilize the net asset value per share, as computed

for purposes of distribution and redemption, at $1.00 per share, taking into

account current market conditions and the Fund's investment objective. The

procedures include monitoring the relationship between the amortized cost

value per share and the net asset value per share based upon available

indications of market value. The Trustees will decide what, if any, steps

should be taken if there is a difference of more than 0.5 of 1% between the

two values. The Trustees will take any steps they consider appropriate (such

as redemption in kind or shortening the average portfolio maturity) to

minimize any material dilution or other unfair results arising from

differences between the two methods of determining net asset value.



                               REDEMPTION IN KIND




The Fund is obligated to redeem shares solely in cash up to $250,000 or 1% of

the Fund's net asset value, whichever is less, for any one shareholder within

a 90-day period. Any redemption beyond this amount will also be in cash

unless the Trustees determine that further payments should be in kind. In

such cases, the Fund will pay all or a portion of the remainder of the

redemption in portfolio instruments valued in the same way as the Fund

determines net asset value. The portfolio instruments will be selected in a

manner that the Trustees deem fair and equitable. Redemption in kind is not

as liquid as a cash redemption. If redemption is made in kind, shareholders

who sell these securities could receive less than the redemption value and could
incur certain transaction costs.



                          MASSACHUSETTS PARTNERSHIP LAW




Under certain circumstances, shareholders may be held personally liable as

partners under Massachusetts law for obligations of the Trust. To protect its

shareholders, the Trust has filed legal documents with Massachusetts that

expressly disclaim the liability of its shareholders for acts or obligations

of the Trust. These documents require notice of this disclaimer to be given

in each agreement, obligation, or instrument the Trust or its Trustees enter

into or sign.



In the unlikely event a shareholder is held personally liable for the Trust's

obligations, the Trust is required by the Declaration of Trust to use its

property to protect or compensate the shareholder. On request, the Trust will

defend any claim made and pay any judgment against a shareholder for any act

or obligation of the Trust. Therefore, financial loss resulting from

liability as a shareholder will occur only if the Trust itself cannot meet

its obligations to indemnify shareholders and pay judgments against them.



                              THE FUND'S TAX STATUS




To qualify for the special tax treatment afforded to regulated investment

companies, the Fund must, among other requirements: derive at least 90% of

its gross income from dividends, interest, and gains from the sale of

securities; invest in securities within certain statutory limits; and

distribute to its shareholders at least 90% of its net income earned during

the year.



                             PERFORMANCE INFORMATION




Performance depends upon such variables as: portfolio quality; average

portfolio maturity; type of instruments in which the portfolio is invested;

changes in interest rates; changes in expenses; and the relative amount of

cash flow. To the extent that financial institutions and broker/dealers

charge fees in connection with services provided in conjunction with an

investment in shares of the Fund, the performance will be reduced for those

shareholders paying those fees.



YIELD

The yield is calculated based upon the seven days ending on the day of the

calculation, called the "base period." This yield is computed by: determining

the net change in the value of a hypothetical account with a balance of one

share at the beginning of the base period, with the net change excluding

capital changes but including the value of any additional shares purchased

with dividends earned from the original one share and all dividends declared

on the original and any purchased shares; dividing the net change in the

account's value by the value of the account at the beginning of the base

period to determine the base period return; and multiplying the base period

return by 365/7.



   



For the seven-day period ended July 31, 1998, the yield for Institutional

Shares, Institutional Service Shares, and Institutional Capital Shares was

5.44%, 5.19%, and 5.34%, respectively.



    

EFFECTIVE YIELD

   



The effective yield is calculated by compounding the unannualized base period

return by: adding 1 to the base period return; raising the sum to the 365/7th

power; and subtracting  1 from the result.



For the seven-day period ended July 31, 1998, the effective yield for

Institutional Shares, Institutional Service Shares, and Institutional

Capital Shares was 5.59%, 5.33%, and 5.48%, respectively.



    

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.



Prior to the creation of separate classes of shares, for the one-year and

five-year periods ended July 31, 1998 and for the period from December 12,

1989 (start of performance) to July 31, 1998, the average annual total

returns were 5.54%, 5.05%, and 5.24%, respectively for Institutional Shares.



For the one-year period ended July 31, 1998 and for the period from July 5,

1994 (date of initial public offering) through July 31, 1998, the average

annual total returns were 5.28% and 5.20%, respectively, for Institutional

Service Shares.



For the one-year period ended July 31, 1998, and the period from April 14,

1997 (date of initial public investment) through July 31, 1998, the average

annual returns were 5.43%, and 5.43%, respectively for Institutional Capital

Shares.



    

PERFORMANCE COMPARISONS

Investors may use financial publications and/or indices to obtain a more

complete view of the Fund's performance. When comparing performance,

investors should consider all relevant factors such as the composition of any

index used, prevailing market conditions, portfolio compositions of other

funds, and methods used to value portfolio securities and compute 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.



IBC/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. Advertising and other promotional literature may include charts,

graphs, and other illustrations using the Fund`s returns, or returns in

general, that demonstrate basic investment concepts such as tax-deferred

compounding, dollar-cost averaging and systematic investment. In addition,

the Fund can compare its performance, or performance for the types of

securities in which it invests, to a variety of other investments, such as

bank savings accounts, certificates of deposit, and Treasury bills.


ECONOMIC AND MARKET INFORMATION

Advertising and sales literature for the Fund may include discussions of

economic, financial and political developments and their effect on the

securities market. Such discussions may take the form of commentary on these

developments by portfolio managers and their views and analysis on how such

developments could affect the funds. In addition, advertising and sales

literature may quote statistics and give general information about the mutual

fund industry, including the growth of the industry, from sources such as the

Investment Company Institute.



                                          




                         ABOUT FEDERATED INVESTORS, INC.




Federated Investors, Inc. is dedicated to meeting investor needs which is

reflected in its investment decision making --structured, straightforward,

and consistent. This has resulted in a history of competitive performance

with a range of competitive investment products that have gained the

confidence of thousands of clients and their customers.



    



The company's disciplined security selection process is firmly rooted in

sound methodologies backed by fundamental and technical research. Investment

decisions are made and executed by teams of portfolio managers, analysts, and

traders dedicated to specific market sectors. These traders handle trillions

of dollars in annual trading volume.



   



In the money market sector, Federated Investors, Inc. gained prominence in

the mutual fund industry in 1974 with the creation of the first

institutional money market fund. Simultaneously, the company pioneered the

use of the amortized cost method of accounting for valuing shares of money

market funds, a principal means used by money managers today to value money

market fund shares. Other innovations include the first institutional tax-

free money market fund. As of December 31, 1997, Federated managed more

than $63.1 billion in assets across 51 money market funds, including 18

government, 11 prime, and 22 municipal with assets approximating $35

billion, $17.1 billion, and $10.9 billion, respectively.



The Chief Investment Officers responsible for oversight of the various

investment sectors within Federated Investors, Inc. are: U.S. equity and high

yield--J. Thomas Madden; U.S. fixed income--William D. Dawson, III; and global

equities and fixed income--Henry A. Frantzen. The Chief Investment Officers

are Executive Vice Presidents of the Federated advisory companies.



    

MUTUAL FUND MARKET

   



Thirty-seven percent of American households are pursuing their financial

goals through mutual funds. These investors, as well as businesses and

institutions, have entrusted over $4.4 trillion to the more than 6,700 funds

available.*



Federated Investors, Inc., through its subsidiaries, distributes mutual

funds for a variety of investment applications. Specific markets include:



    

INSTITUTIONAL CLIENTS

   



Federated Investors, Inc. meets the needs of approximately 900 institutional

clients nationwide by managing and servicing separate accounts and mutual

funds for a variety of applications, including defined benefit and defined

contribution programs, cash management, and asset/liability management.

Institutional clients include corporations, pension funds, tax-exempt

entities, foundations/endowments, insurance companies, and investment and

financial advisors. The marketing effort to these institutional clients is

headed by John B. Fisher, President, Institutional Sales Division.



    

BANK MARKETING

Other institutional clients include close relationships with more than 1,600

banks and trust organizations. Virtually all of the trust divisions of the

top 100 bank holding companies use Federated funds in their clients'

portfolios. The marketing effort to trust clients is headed by Timothy C.

Pillion, Senior Vice President, Bank Marketing & Sales.



BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES

Federated funds are available to consumers through major brokerage firms

nationwide--we have over 2,200 broker/dealer and bank broker/dealer

relationships across the country--supported by more wholesalers than any

other mutual fund distributor. Federated's service to financial

professionals and institutions has earned it high ratings in several surveys

performed by DALBAR, Inc. DALBAR is recognized as the industry benchmark for

service quality measurement. The marketing effort to these firms is headed by

James F. Getz, President, Federated Securities Corp.



 * Source: Investment Company Institute







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 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
Fund's investment strategy is intended to enable the Fund to provide
shareholders with dividends that are exempt from state and local income taxation
to the extent permissible by federal and state law. Unless otherwise exempt,
shareholders are required to pay federal income tax on any dividends.

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 September
30, 1998, with the Securities and Exchange Commission ("SEC"). The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information or a paper copy of this prospectus, if you have received
your prospectus electronically, free of charge by calling 1-800-341-7400. To
obtain other information, or make inquiries about the Fund, contact the Fund at
the address listed in the back of this prospectus. The Statement of Additional
Information, material incorporated by reference into this document, and other
information regarding the Fund is maintained electronically with the SEC at
Internet Web site (http://www.sec.gov).

    

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

   

PROSPECTUS DATED SEPTEMBER 30, 1998

    

TABLE OF CONTENTS
   
Summary of Fund Expenses   1

Financial Highlights-Institutional Shares   2

General Information   3

Year 2000 Statement   3

Investment Information   3

Investment Objective   3

Investment Policies   3

Investment Limitations   4

Fund Information   4

Management of the Fund   4

Distribution of Institutional Shares    5

Administration of the Fund   5

Net Asset Value   6

How to Purchase Shares   6

Purchasing Shares by Wire   6

Purchasing Shares by Check   6

Invest-by-Phone   6

How to Redeem Shares   6

Redeeming Shares by Telephone   6

Redeeming Shares by Mail   7

Account and Share Information   7

Dividends   7

Capital Gains   7

Account Activity   7

Accounts with Low Balances   7

Voting Rights   7

Tax Information   8

Federal Income Tax   8

State and Local Taxes   8

Other Classes of Shares   8

Performance Information   8

Last Meeting of Shareholders   9

Financial Highlights-Institutional Service Shares   10

Financial Statements   11

Report of Independent Public Accountants   18
    
SUMMARY OF FUND EXPENSES
   
<TABLE>
<CAPTION>

INSTITUTIONAL SHARES
SHAREHOLDER TRANSACTION EXPENSES
<S> <C> Maximum Sales Charge Imposed on Purchases (as a percentage of offering
price) None Maximum Sales Charge Imposed on Reinvested Dividends (as a
percentage of offering price) None Contingent Deferred Sales Charge (as a
percentage of original purchase price or redemption proceeds, as applicable)
None Redemption Fee (as a percentage of amount redeemed, if applicable) None
Exchange Fee None <CAPTION> ANNUAL OPERATING EXPENSES (As a percentage of
average net assets) <S> <C> <C> Management Fee (after waiver)(1) 0.08% 12b-1 Fee
None Total Other Expenses 0.12% Shareholder Services Fee (after waiver)(2) 0.00%
Total Operating Expenses(3) 0.20%

</TABLE>
    

(1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.20%.

 (2) The shareholder services fee has been reduced to reflect the voluntary
waiver of the shareholder services fee. The shareholder service provider can
terminate this voluntary waiver at any time at its sole discretion.
The maximum shareholder services fee is 0.25%.

 (3) The total operating expenses would have been 0.57% absent the voluntary
waivers of a portion of the management fee and the shareholder services fee.

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

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

</TABLE>
    


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


FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES

GOVERNMENT OBLIGATIONS TAX-MANAGED FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
   

Reference is made to the Report of Independent Public Accountants on page 18.

<TABLE>
<CAPTION>

                                                   YEAR ENDED JULY 31,
                                           1998       1997      1996    1995(A)
<S>                                     <C>       <C>       <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD      $ 1.00    $ 1.00    $ 1.00    $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                       0.05      0.05      0.05      0.01
LESS DISTRIBUTIONS
Distributions from net investment income   (0.05)    (0.05)    (0.05)    (0.01)
NET ASSET VALUE, END OF PERIOD            $ 1.00    $ 1.00    $ 1.00    $ 1.00
TOTAL RETURN(B)                             5.49%     5.35%     5.50%     0.94%
RATIOS TO AVERAGE NET ASSETS
Expenses                                    0.20%     0.20%     0.17%     0.20%*
Net investment income                       5.35%     5.26%     5.28%     5.78%*
Expense waiver/reimbursement(c)             0.37%     0.38%     0.44%     0.65%*
SUPPLEMENTAL DATA
Net assets, end of period (000 omitted) $953,268  $510,683  $199,243    $3,070

</TABLE>


 * Computed on an annualized basis.

 (a) Reflects operations for the period from June 2, 1995 (date of initial
public investment) to July 31, 1995.

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)
    

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 Board of
Trustees (the "Trustees") has 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
entities holding shares in an agency or fiduciary capacity, financial
institutions, financial intermediaries, and institutional investors as a
convenient means of accumulating an interest in a professionally managed
portfolio investing only in short-term U.S. government securities. A minimum
initial investment of $1,000,000 is required.

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

   

YEAR 2000 STATEMENT

Like other mutual funds and business organizations worldwide, the Fund's service
providers (among them, the adviser, distributor, administrator and transfer
agent) must ensure that their computer systems are adjusted to properly process
and calculate date-related information from and after January 1, 2000. Many
software programs and, to a lesser extent, the computer hardware in use today
cannot distinguish the year 2000 from the year 1900. Such a design flaw could
have a negative impact in the handling of securities trades, pricing and
accounting services. The Fund and its service providers are actively working on
necessary changes to computer systems to deal with the year 2000 issue and
believe that systems will be year 2000 compliant when required. Analysis
continues regarding the financial impact of instituting a year 2000 compliant
program on the Fund's operations.

    


INVESTMENT INFORMATION

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide 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 complying with
the diversification and other requirements of Rule 2a-7 under the Investment
Company Act of 1940 which regulates money market mutual funds and by following
the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing only in a portfolio of
U.S. government securities maturing in 13 months or less. The average maturity
of the securities in the Fund's portfolio, computed on a dollar-weighted basis,
will be 90 days or less. Unless indicated otherwise, the investment policies may
be changed by the Trustees without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.

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;

* notes, bonds, and discount notes issued or guaranteed by U.S. government
agencies and instrumentalities supported by the full faith and credit of
the United States;

* notes, bonds, and discount notes of U.S. government agencies or instrumen
talities which receive or have access to federal funding; and

* notes, bonds, and discount notes of other U.S. government instrumentalities
supported only by the credit of the instrumentalities.

     Some obligations issued or guaranteed by agencies or instrumentalities of
the U.S. government 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 obliga
tions 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.

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 directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of its cash value with an agreement to buy it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow up to
one-third of the value of its total assets and pledge assets to secure such
borrowings.

The above investment limitations 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.



FUND INFORMATION

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES

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

INVESTMENT ADVISER

Investment decisions for the Fund are made by Federated 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 0.20% of the
Fund's average daily net assets. The adviser may voluntarily choose to waive a
portion of its fee or reimburse other expenses of the Fund, but reserves the
right to terminate such waiver or reimbursement at any time at its sole
discretion.

ADVISER'S BACKGROUND

   

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

Federated Administrative Services and other subsidiaries of Federated Inves
tors, Inc. serve as investment advisers to a number of investment companies and
private accounts. Certain other subsidiaries also provide administrative
services to a number of investment companies. With over $120 billion invested
across more than 300 funds under management and/or administration by its sub
sidiaries, as of December 31, 1997, Federated Investors, Inc. is one of the
largest mutual fund investment managers in the United States. With more than
2,000 employees, Federated continues to be led by the management who founded the
company in 1955. Federated funds are presently at work in and through
approximately 4,000 financial institutions nationwide.

    

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interests. Among other things, the codes: require preclearance
and periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SHARES

   

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

    

SHAREHOLDER SERVICES

   

The Fund has entered into a Shareholder Services Agreement with Federated
Shareholder Services, a subsidiary of Federated Investors, Inc., under which the
Fund may make payments up to 0.25% of the average daily net asset value of its
shares, computed at an annual rate, to obtain certain personal services for
shareholders and to maintain shareholder accounts. From time to time and for
such periods as deemed appropriate, the amount stated above may be reduced
voluntarily. Under the Shareholder Services Agreement, Federated Shareholder
Services will either perform shareholder services directly or will select
financial institutions to perform shareholder services. Financial institutions
will receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.

    

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS

In addition to payments made pursuant to the Shareholder Services Agreement,
Federated Securities Corp. and Federated Shareholder Services, from their own
assets, may pay financial institutions supplemental fees for the performance of
substantial sales services, distribution-related support services, or
shareholder services. The support may include sponsoring sales, educational and
training seminars for their employees, providing sales literature, and
engineering computer software programs that emphasize the attributes of the
Fund. Such assistance will be predicated upon the amount of shares the financial
institution sells or may sell, and/or upon the type and nature of sales or
marketing support furnished by the financial institution.


Any payments made by the distributor may be reimbursed by the Fund's investment
adviser or its affiliates.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES

   

Federated Services Company, a subsidiary of Federated Investors, Inc., provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Fund at an annual rate which
relates to the average aggregate daily net assets of all funds advised by
affiliates of Federated Investors, Inc. specified below:
    


  MAXIMUM            AVERAGE AGGREGATE
   FEE                DAILY NET ASSETS
  0.150%           on the first $250million
  0.125%            on the next $250million
  0.100%            on the next $250million
  0.075%      on assets in excess of $750million



The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Services Company may choose voluntarily to waive a portion of its fee.

NET ASSET VALUE

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

   

The net asset value is determined at 1:00 p.m. (Eastern time), and as of the
close of trading (normally 4:00 p.m., Eastern time) on the New York Stock
Exchange, Monday through Friday, except on New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, and Christmas Day.

    


HOW TO PURCHASE SHARES


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

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone. The
minimum initial investment is $1,000,000. However, an account may be opened with
a smaller amount as long as the minimum is reached within one year of opening
the account. Financial institutions may impose different minimum investment
requirements on their customers.

PURCHASING SHARES BY WIRE

   

Shares may be purchased by Federal Reserve wire by calling the Fund before 2:00
p.m. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 2:00 p.m. (Eastern
time) in order to begin earning dividends that same day. Federal funds should be
wired as follows: Federated Shareholder Services Company, c/o State Street Bank
and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit to: 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. Shares
cannot be purchased by wire on holidays when wire transfers are restricted.
Questions on wire purchases should be directed to your shareholder services
representative at the telephone number listed on your account statement.

    

PURCHASING SHARES BY CHECK

   

Shares may be purchased by sending a check to Federated Shareholder Services
Company, P.O. Box 8600, Boston, MA 02266-8600. The check should be made payable
to: Government Obligations Tax-Managed Fund -- Institutional Shares. Please
include an account number on the check. Orders by mail are considered received
when payment by check is converted into federal funds (normally the business day
after the check is received), and shares begin earning dividends the next day.

    

INVEST-BY-PHONE

Once an account has been opened, a shareholder may use Invest-by-Phone for
investments if an authorization form has been filed with Federated Shareholder
Services Company, the transfer agent for shares of the Fund. Approximately two
weeks after sending the form to Federated Shareholder Services Company, the
shareholder may call Federated Shareholder Services Company to purchase shares.
Federated Shareholder Services Company will send a request for monies to the
shareholder's commercial bank, savings bank, or credit union ("bank") via the
Automated Clearing House. The shareholder's bank, which must be an Automated
Clearing House member, will then forward the monies to Federated Shareholder
Services Company. The purchase is normally entered the next business day after
the initial phone request. For further information and an application, call the
Fund.


HOW TO REDEEM SHARES

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

REDEEMING SHARES BY TELEPHONE

Redemptions in any amount may be made by calling the Fund provided the Fund has
a properly completed authorization form. These forms can be obtained from
Federated Securities Corp. Proceeds from redemption requests received before
2:00 p.m. (Eastern time) will be wired the same day to the shareholder's account
at a domestic commercial bank which is a member of the Federal Reserve System,
but will not include that day's dividend. Proceeds from redemption requests
received after that time include that day's dividend but will be wired the
following business day. Under limited circumstances, arrangements may be made
with the distributor for same-day payment of proceeds, without that day's
dividend, for redemption requests received before 2:00 p.m. (Eastern time).
Proceeds from redemption requests on holidays when wire transfers are restricted
will be wired the following business day. Questions about telephone redemptions
on days when wire transfers are restricted should be directed to your
shareholder services representative at the telephone number listed on your
account statement.

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

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

REDEEMING SHARES BY MAIL

Shares may be redeemed in any amount by mailing a written request to: Federated
Shareholder Services Company, P.O. Box 8600, Boston, MA 02266- 8600. If share
certificates have been issued, they should be sent unendorsed with the written
request by registered or certified mail to the address noted above.

The written request should state: the Fund name and the class designation; the
account name as registered with the Fund; the account number; and the number of
shares to be redeemed or the dollar amount requested. All owners of the account
must sign the request exactly as the shares are registered. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the receipt of a proper written redemption request. Dividends
are paid up to and including the day that a redemption request is processed.

Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Fund or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a commercial
or savings bank, trust company or savings association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm of a domestic stock exchange; or any other "eligible
guarantor institution," as defined in the Securities Exchange Act of 1934. The
Fund does not accept signatures guaranteed by a notary public.


ACCOUNT AND SHARE INFORMATION

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund. Shares purchased by wire before
2:00 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 capital gains at least once every 12 months.

ACCOUNT ACTIVITY

Shareholders will receive periodic statements reporting all account activity,
including dividends paid. The Fund will not issue share certificates.

    

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account, except accounts maintained by retirement plans,
and pay the proceeds to the shareholder if the account balance falls below a
required minimum value of $1,000,000 due to shareholder redemptions. Before
shares are redeemed to close an account, the shareholder is notified in writing
and allowed 30 days to purchase additional shares to meet the minimum
requirement.

VOTING RIGHTS

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

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


TAX INFORMATION

FEDERAL INCOME TAX

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

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.

STATE AND LOCAL TAXES

<R
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 another class of shares. Institutional Service Shares are
sold at net asset value primarily to financial institutions, financial
intermediaries, and institutional investors and are subject to a minimum initial
investment of $1,000,000.

Both classes are subject to certain of the same expenses.

    

Institutional Service Shares are distributed with no 12b-1 Plan but are subject
to shareholder services fees.

Expense differences between classes may affect the performance of each class.

To obtain more information and a prospectus for any other class, investors may
call 1-800-341-7400.


PERFORMANCE INFORMATION

   

From time to time, the Fund advertises its yield, effective yield, and total
return. The performance figures will be calculated separately for each class of
shares.

    

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

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

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


   

LAST MEETING OF SHAREHOLDERS

A Special Meeting of Trust shareholders was held on April 23, 1998. On February
24, 1998, the record date for shareholders voting at the meeting, there were
28,912,813,604 total outstanding shares. The following items were considered by
shareholders and the results of their voting were as follows:

AGENDA ITEM 1: To elect Trustees.*
<TABLE>
<CAPTION>

                                  SHARES VOTED FOR         SHARES WITHHELD AUTHORITY
<S>                                 <C>                           <C>
Thomas G Bigley                     17,186,131,753                91,735,736
John T. Conroy, Jr.                 17,186,450,467                91,417,022
Peter E. Madden                     17,187,792,175                90,075,314
John E. Murray, Jr., J.D., S.J.D.   17,187,671,030                90,196,459

</TABLE>

 * The following Trustees of the Trust continued their terms as Trustees of
the Trust: John F. Donahue, William J. Copeland, J. Christopher Donahue,
James E. Dowd, Esq., Lawrence D. Ellis, M.D., Edward L. Flaherty, Jr.,
Esq., Wesley W. Posvar, and Marjorie P. Smuts.

    

FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES

GOVERNMENT OBLIGATIONS TAX-MANAGED FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
   

Reference is made to the Report of Independent Public Accountants on page 18.
<TABLE>
<CAPTION>

                                                     YEAR ENDED JULY 31,
                                             1998      1997      1996     1995(A)
<S>                                      <C>       <C>       <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD       $ 1.00    $ 1.00    $ 1.00    $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                        0.05      0.05      0.05      0.01
LESS DISTRIBUTIONS
Distributions from net investment income    (0.05)    (0.05)    (0.05)    (0.01)
NET ASSET VALUE, END OF PERIOD             $ 1.00    $ 1.00    $ 1.00    $ 1.00
TOTAL RETURN(B)                              5.23%     5.09%     5.23%     0.95%
RATIOS TO AVERAGE NET ASSETS
Expenses                                     0.45%     0.45%     0.42%     0.45%*
Net investment income                        5.11%     4.97%     5.00%     5.55%*
Expense waiver/reimbursement(c)              0.12%     0.13%     0.19%     0.40%*
SUPPLEMENTAL DATA
Net assets, end of period (000 omitted)  $830,652  $421,095  $322,698   $76,165

</TABLE>
    


 * Computed on an annualized basis.

 (a) Reflects operations for the period from May 30, 1995 (date of initial
public investment) to July 31, 1995.

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)



PORTFOLIO OF INVESTMENTS

GOVERNMENT OBLIGATIONS TAX-MANAGED FUND

   
JULY 31, 1998
<TABLE>
<CAPTION>

PRINCIPAL
 VALUE                                                                                                       VALUE
GOVERNMENT AGENCIES--100.4%
<C>          <S>                                                                                     <C>
$ 21,000,000 Federal Farm Credit Bank, 5.500% - 5.700%, 9/2/1998 - 4/1/1999                          $   20,988,033
 203,822,000 (a)Federal Farm Credit Bank, Discount Notes, 5.170% - 5.240%,
  8/3/1998 - 12/11/1998 202,828,754 83,000,000 (b)Federal Farm Credit Bank,
  Floating Rate Notes, 5.381% - 5.456%, 12/1/1998 - 6/1/1999 82,954,210
  51,750,000 Federal Home Loan Bank, 5.540% - 5.705%, 10/2/1998 - 7/15/1999
  51,733,101
 836,317,000 (a)Federal Home Loan Bank, Discount Notes, 5.340% - 5.570%,
 8/3/1998 - 1/13/1999 829,949,026 251,000,000 (b)Federal Home Loan Bank,
 Floating Rate Notes, 5.401% - 5.590%, 8/18/1998 - 6/3/1999 250,920,341
  45,500,000 Student Loan Marketing Association, 5.400% - 5.830%, 10/29/1998 - 8/11/1999                 45,493,357
  39,000,000 (a)Student Loan Marketing Association, Discount Notes, 5.540%, 8/3/1998                     38,987,997
  48,000,000 (b)Student Loan Marketing Association, Floating Rate Notes, 5.303% - 5.553%,
             10/28/1998 11/25/1998                                                                       47,995,807
  59,700,000 (b)Student Loan Marketing Association, Master Notes, 5.353%, 10/7/1998                      59,700,000
 160,000,000 (a)Tennessee Valley Authority Discount Notes, 5.380% - 5.411%, 8/14/1998 - 10/16/1998      159,010,310
             TOTAL GOVERNMENT AGENCIES                                                                1,790,560,936
             TOTAL INVESTMENTS (AT AMORTIZED COST)(C)                                                $1,790,560,936

</TABLE>

 (a) The issue shows the rate of discount rate at time of purchase.

 (b) Current rate and next reset date shown.

 (c) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
($1,783,919,582) at July 31, 1998.
    

(See Notes which are an integral part of the Financial Statements)


STATEMENT OF ASSETS AND LIABILITIES

GOVERNMENT OBLIGATIONS TAX-MANAGED FUND

   

JULY 31, 1998
<TABLE>

<S>                                                                 <C>        <C>
ASSETS:
Total investments in securities, at amortized cost and value                   $1,790,560,936
Cash                                                                                2,521,946
Income receivable                                                                   4,750,317
Receivable for shares sold                                                          1,046,727
Deferred organizational costs                                                          14,478
Other assets                                                                           61,985
Total assets                                                                    1,798,956,389
LIABILITIES:
Payable for investments purchased $8,996,400 Payable for shares redeemed 797,553
Income distribution payable 4,828,435 Accrued expenses 414,419 Total liabilities
15,036,807 NET ASSETS for 1,783,919,582 shares outstanding $1,783,919,582 NET
ASSET VALUE, OFFERING PRICE, AND REDEMPTION PROCEEDS PER SHARE:
INSTITUTIONAL SHARES:
$953,268,062 / 953,268,062 shares outstanding                                           $1.00
INSTITUTIONAL SERVICE SHARES:
$830,651,520 / 830,651,520 shares outstanding                                           $1.00

</TABLE>
    


(See Notes which are an integral part of the Financial Statements)


STATEMENT OF OPERATIONS

GOVERNMENT OBLIGATIONS TAX-MANAGED FUND
   

YEAR ENDED JULY 31, 1998
<TABLE>

<S>                                                      <C>           <C>          <C>
INVESTMENT INCOME:
Interest                                                                            $79,753,751
EXPENSES:
Investment advisory fee $ 2,869,299 Administrative personnel and services fee
1,082,093 Custodian fees 86,642 Transfer and dividend disbursing agent fees and
expenses 92,183 Directors'/Trustees' fees 7,394 Auditing fees 12,652 Legal fees
4,428 Portfolio accounting fees 184,172 Shareholder services fee--Institutional
Shares 1,877,773 Shareholder services fee--Institutional Service Shares
1,708,850 Share registration costs 281,374 Printing and postage 17,566 Insurance
premiums 8,211 Miscellaneous 11,630 Total expenses 8,244,267 Waivers-- Waiver of
investment advisory fee $ (1,725,248) Waiver of shareholder services
fee--Institutional Shares (1,877,773) Total waivers (3,603,021) Net expenses
4,641,246 Net investment income $75,112,505

</TABLE>
    

(See Notes which are an integral part of the Financial Statements)

STATEMENT OF CHANGES IN NET ASSETS

GOVERNMENT OBLIGATIONS TAX-MANAGED FUND
   
<TABLE>
<CAPTION>

                                                                                             YEAR  ENDED  JULY 31,
                                                                                            1998              1997
<S>                                                                                   <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS--
Net investment income                                                                 $    75,112,505  $    36,996,272
DISTRIBUTIONS TO SHAREHOLDERS--
Distributions from net investment income
Institutional Shares                                                                      (40,176,975)     (15,718,201)
Institutional Service Shares                                                              (34,935,530)     (21,278,071)
Change in net assets resulting from distributions to shareholders                         (75,112,505)     (36,996,272)
SHARE TRANSACTIONS--
Proceeds from sale of shares                                                            6,514,205,911    3,043,939,190
Net asset value of shares issued to shareholders in payment of distributions declared      25,262,402        9,152,302
Cost of shares redeemed                                                                (5,687,326,375)  (2,653,254,346)
Change in net assets resulting from share transactions                                    852,141,938      399,837,146
Change in net assets                                                                      852,141,938      399,837,146
NET ASSETS:
Beginning of period                                                                       931,777,644      531,940,498
End of period                                                                         $ 1,783,919,582  $   931,777,644

</TABLE>
    

(See Notes which are an integral part of the Financial Statements)

NOTES TO FINANCIAL STATEMENTS

GOVERNMENT OBLIGATIONS TAX-MANAGED FUND
   
JULY 31, 1998
    
ORGANIZATION

Money Market Obligations Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act") as an open-end, management
investment company. The Trust consists of six portfolios. The financial
statements included herein are only those of Government Obligations Tax-Managed
Fund (the "Fund"). The financial statements of the other portfolios are
presented separately. The assets of each portfolio are segregated and a
shareholder's interest is limited to the portfolio in which shares are held. The
investment objective of the Fund is to provide current income consistent with
stability of principal and liquidity. The Fund offers two classes of shares:
Institutional Shares and Institutional Service Shares.

SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.

INVESTMENT VALUATIONS

The Fund uses the amortized cost method to value its portfolio securities in
accordance with Rule 2a-7 under the Act.

INVESTMENT INCOME, EXPENSES, AND DISTRIBUTIONS

Interest income and expenses are accrued daily. Bond premium and discount, if
applicable, are amortized as required by the Internal Revenue Code, as amended
(the "Code"). Distributions to shareholders are recorded on the ex- dividend
date.

FEDERAL TAXES

It is the Fund's policy to comply with the provisions of the Code applicable to
regulated investment companies and to distribute to shareholders each year
substantially all of its income. Accordingly, no provisions for federal tax are
necessary.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The Fund may engage in when-issued or delayed delivery transactions. The Fund
records when-issued securities on the trade date and maintains security
positions such that sufficient liquid assets will be available to make payment
for the securities purchased. Securities purchased on a when-issued or delayed
delivery basis are marked to market daily and begin earning interest on the
settlement date.

DEFERRED EXPENSES

The costs incurred by the Fund with respect to registration of its shares in its
first fiscal year, excluding the initial expense of registering its shares, have
been deferred and are being amortized using the straight-line method over a
period of five years from the Fund's commencement date.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts of assets, liabilities, expenses, and revenues reported in
the financial statements. Actual results could differ from those estimated.

OTHER

Investment transactions are accounted for on the trade date.

SHARES OF BENEFICIAL INTEREST
   
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At July 31, 1998, capital paid-in aggregated $1,783,919,582.
Transactions in shares were as follows:

<TABLE>
<CAPTION>

                                                                          YEAR ENDED JULY 31,
<S>                                                                 <C>             <C>
INSTITUTIONAL SHARES                                                     1998             1997
Shares sold                                                          2,745,127,545   1,062,116,399
Shares issued to shareholders in payment of distributions declared      17,109,018       5,995,666
Shares redeemed                                                     (2,319,651,358)   (756,672,059)
Net change resulting from Institutional Share transactions             442,585,205     311,440,006
<CAPTION>
                                                                          YEAR ENDED JULY 31,
<S>                                                                 <C>             <C>
INSTITUTIONAL SERVICE SHARES                                             1998             1997
Shares sold                                                          3,769,078,366   1,981,822,791
Shares issued to shareholders in payment of distributions declared       8,153,384       3,156,636
Shares redeemed                                                     (3,367,675,017) (1,896,582,287)
Net change resulting from Institutional Service Share transactions     409,556,733      88,397,140
Net change resulting from share transactions                           852,141,938     399,837,146

</TABLE>
    


INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE

Federated Administrative Services, the Fund's investment adviser (the
"Adviser"), receives for its services an annual investment advisory fee equal to
0.20% of the Fund's average daily net assets. The Adviser may voluntarily choose
to waive any portion of its fee. The Adviser can modify or terminate this
voluntary waiver at any time at its sole discretion.

ADMINISTRATIVE FEE
   
Federated Services Company ("FServ"), under the Administrative Services
Agreement, provides the Fund with administrative personnel and services. The fee
paid to FServ is based on the level of average aggregate daily net assets of all
funds advised by subsidiaries of Federated Investors, Inc. for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

SHAREHOLDER SERVICES FEE

Under the terms of a Shareholder Services Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to 0.25% of average daily net assets
of the Fund for the period. The fee paid to FSS is used to finance certain
services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive any portion of its fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion.
    
TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES

FServ, through its subsidiary, Federated Shareholder Services Company ("FSSC")
serves as transfer and dividend disbursing agent for the Fund. The fee paid to
FSSC is based on the size, type, and number of accounts and transactions made by
shareholders.

PORTFOLIO ACCOUNTING FEES

FServ maintains the Fund's accounting records for which it receives a fee. The
fee is based on the level of the Fund's average daily net assets for the period,
plus out-of-pocket expenses.

ORGANIZATIONAL EXPENSES
   
Organizational expenses of $26,061 were borne initially by the Adviser. The Fund
has agreed to reimburse the Adviser for their expenses. These expenses have been
deferred and are being amortized over the five-year period following the Fund's
effective date. For the year ended July 31, 1998, the Fund expensed $5,212 of
organizational expenses.      GENERAL

Certain of the Officers and Trustees of the Trust are Officers and Directors or
Trustees of the above companies.
   
YEAR 2000 (UNAUDITED)

Similar to other financial organizations, the Fund could be adversely affected
if the computer systems used by the Fund's service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. The Fund's Adviser and Administrator are taking measures that they
believe are reasonably designed to address the Year 2000 issue with respect to
computer systems that they use and to obtain reasonable assurances that
comparable steps are being taken by each of the Fund's other service providers.
At this time, however, there can be no assurance that these steps will be
sufficient to avoid any adverse impact to the Fund.
    

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of MONEY MARKET OBLIGATIONS TRUST
(Government Obligations Tax-Managed Fund):
   
We have audited the accompanying statement of assets and liabilities of
Government Obligations Tax-Managed Fund (an investment portfolio of Money Market
Obligations Trust, a Massachusetts business trust), including the schedule of
portfolio investments, as of July 31, 1998, the related statement of operations
for the year then ended, the statement of changes in net assets for each of the
two years in the period then ended, and the financial highlights for the periods
presented. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of July
31, 1998, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Government Obligations Tax-Managed Fund (an investment portfolio of Money Market
Obligations Trust) as of July 31, 1998, the results of its operations for the
year then ended, the changes in its net assets for each of the two years in the
period then ended, and its financial highlights for the periods presented, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
September 25, 1998
    

(graphic)
GOVERNMENT OBLIGATIONS
TAX-MANAGED FUND

   

(A Portfolio of Money Market Obligations Trust)

    

Institutional Shares

   

PROSPECTUS
SEPTEMBER 30, 1998

    

An Open-End Management Investment Company

GOVERNMENT OBLIGATIONS
TAX-MANAGED FUND
INSTITUTIONAL SHARES

   

Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

    

DISTRIBUTOR

   

Federated Securities Corp.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

    

INVESTMENT ADVISER

   

Federated Administrative Services
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

    

CUSTODIAN

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

TRANSFER AGENT
AND DIVIDEND
DISBURSING AGENT

Federated Shareholder
Services Company
P.O. Box 8600
Boston, MA 02266-8600

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP
2100 One PPG Place
Pittsburgh, PA 15222

(graphic)
Federated Securities Corp., Distributor
1-800-341-7400
www.federatedinvestors.com

   
Cusip 60934N856
G01140-01-IS (9/98)
    

(graphic)





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 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 Fund's investment strategy is intended to enable the Fund to
provide shareholders with dividends that are exempt from state and local income
taxation to the extent permissible by federal and state law. Unless otherwise
exempt, shareholders are required to pay federal income tax on any dividends.

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 September
30, 1998, with the Securities and Exchange Commission ("SEC"). The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information or a paper copy of this prospectus, if you have received
your prospectus electronically, free of charge by calling 1-800-341-7400. To
obtain other information, or make inquiries about the Fund, contact the Fund at
the address listed in the back of this prospectus. The Statement of Additional
Information, material incorporated by reference into this document, and other
information regarding the Fund is maintained electronically with the SEC at
Internet Web site (http://www.sec.gov).

    

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

   

PROSPECTUS DATED SEPTEMBER 30, 1998

    

TABLE OF CONTENTS
   
Summary of Fund Expenses   1

Financial Highlights-Institutional Service Shares   2

General Information   3

Year 2000 Statement   3

Investment Information   3

Investment Objective   3

Investment Policies   3

Investment Limitations   4

Fund Information   4

Management of the Fund   4

Distribution of Institutional Service Shares    5

Administration of the Fund   5

Net Asset Value   5

How to Purchase Shares   6

Purchasing Shares by Wire   6

Purchasing Shares by Check   6

Invest-by-Phone   6

How to Redeem Shares   6

Redeeming Shares by Telephone   6

Redeeming Shares by Mail   7

Account and Share Information   7

Dividends   7

Capital Gains   7

Account Activity   7

Accounts with Low Balances   7

Voting Rights   7

Tax Information   8

Federal Income Tax   8

State and Local Taxes   8

Other Classes of Shares   8

Performance Information   8

Last Meeting of Shareholders   9

Financial Highlights-Institutional Shares   10

Financial Statements   11

Report of Independent Public Accountants   18

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

<CAPTION>

ANNUAL OPERATING EXPENSES
(As a percentage of average net  assets)
<S>                                                                                 <C>  <C>
Management Fee (after waiver)(1)                                                         0.08%
12b-1 Fee                                                                                None
Total Other Expenses                                                                     0.37%
Shareholder Services Fee                                                            0.25%
Total Operating Expenses(2)                                                              0.45%

</TABLE>

 (1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.20%.

 (2) The total operating expenses would have been 0.57% absent the voluntary
waiver of a portion of the management fee.
    


The purpose of this table is to assist an investor in understanding the various
costs and expenses that a shareholder of Institutional Service Shares of the
Fund will bear, either directly or indirectly. For more complete descriptions of
the various costs and expenses, see "Trust Information" and "How to Purchase
Shares." Wire-transferred redemptions of less than $5,000 may be subject to
additional fees. <TABLE> <CAPTION>     EXAMPLE You would pay the following
expenses on a $1,000 investment assuming (1) 5% annual return and (2) redemption
at the end of each time period. <S> <C> 1 Year $ 5 3 Years $14 5 Years $25 10
Years $57

</TABLE>
    


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


FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES

GOVERNMENT OBLIGATIONS TAX-MANAGED FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
   
Reference is made to the Report of Independent Public Accountants on page 18.
<TABLE>
<CAPTION>

                                                     YEAR ENDED JULY 31,
                                            1998       1997      1996    1995(A)
<S>                                      <C>       <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD       $ 1.00    $ 1.00    $ 1.00    $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                        0.05      0.05      0.05      0.01
LESS DISTRIBUTIONS
Distributions from net investment income    (0.05)    (0.05)    (0.05)    (0.01)
NET ASSET VALUE, END OF PERIOD             $ 1.00    $ 1.00    $ 1.00    $ 1.00
TOTAL RETURN(B)                              5.23%     5.09%     5.23%     0.95%
RATIOS TO AVERAGE NET ASSETS
Expenses                                     0.45%     0.45%     0.42%     0.45%*
Net investment income                        5.11%     4.97%     5.00%     5.55%*
Expense waiver/reimbursement(c)              0.12%     0.13%     0.19%     0.40%*
SUPPLEMENTAL DATA
Net assets, end of period (000 omitted)  $830,652  $421,095  $322,698   $76,165

</TABLE>



 * Computed on an annualized basis.

 (a) Reflects operations for the period from May 30, 1995 (date of initial
public investment) to July 31, 1995.

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

 (c) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.
    
(See Notes which are an integral part of the Financial Statements)

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 Board of
Trustees (the "Trustees") has 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, financial intermediares, and institutional investors
as a convenient means of accumulating an interest in a professionally managed
portfolio investing only in short-term U.S. government securities. A minimum
initial investment of $1,000,000 is required.

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

   

YEAR 2000 STATEMENT

Like other mutual funds and business organizations worldwide, the Fund's service
providers (among them, the adviser, distributor, administrator and transfer
agent) must ensure that their computer systems are adjusted to properly process
and calculate date-related information from and after January 1, 2000. Many
software programs and, to a lesser extent, the computer hardware in use today
cannot distinguish the year 2000 from the year 1900. Such a design flaw could
have a negative impact in the handling of securities trades, pricing and
accounting services. The Fund and its service providers are actively working on
necessary changes to computer systems to deal with the year 2000 issue and
believe that systems will be year 2000 compliant when required. Analysis
continues regarding the financial impact of instituting a year 2000 compliant
program on the Fund's operations.

    


INVESTMENT INFORMATION

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide 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 complying with
the diversification and other requirements of Rule 2a-7 under the Investment
Company Act of 1940 which regulates money market mutual funds and by following
the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing only in a portfolio of
U.S. government securities maturing in 13 months or less. The average maturity
of the securities in the Fund's portfolio, computed on a dollar-weighted basis,
will be 90 days or less. Unless indicated otherwise, the investment policies may
be changed by the Trustees without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.

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;

* notes, bonds, and discount notes issued or guaranteed by U.S. government
agencies and instrumentalities supported by the full faith and credit of
the United States;

* notes, bonds, and discount notes of U.S. government agencies or instrumen-
talities which receive orhave access to federal funding; and

* notes, bonds, and discount notes of other U.S. government instrumentalities
supported only by the credit of the instrumentalities.

Some obligations issued or guaranteed by agencies or instrumentalities of the
U.S. government 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 obliga-
tions 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.

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 directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of its cash value with an agreement to buy it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow up to
one-third of the value of its total assets and pledge assets to secure such
borrowings.

The above investment limitations 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.


FUND INFORMATION

MANAGEMENT OF THE FUND

BOARD OF TRUSTEES

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

INVESTMENT ADVISER

Investment decisions for the Fund are made by Federated 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 0.20% of the
Fund's average daily net assets. The adviser may voluntarily choose to waive a
portion of its fee or reimburse other expenses of the Fund, but reserves the
right to terminate such waiver or reimbursement at any time at its sole
discretion.

ADVISER'S BACKGROUND

   

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


Federated Administrative Services and other subsidiaries of Federated Inves
tors, Inc. serve as investment advisers to a number of investment companies and
private accounts. Certain other subsidiaries also provide administrative
services to a number of investment companies. With over $120 billion invested
across more than 300 funds under management and/or administration by its
subsidiaries, as of December 31, 1997, Federated Investors, Inc. is one of the
largest mutual fund investment managers in the United States. With more than
2,000 employees, Federated continues to be led by the management who founded the
company in 1955. Federated funds are presently at work in and through
approximately 4,000 financial institutions nationwide.

    

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interests. Among other things, the codes: require preclearance
and periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES

   

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

    

SHAREHOLDER SERVICES

   

The Fund has entered into a Shareholder Services Agreement with Federated
Shareholder Services, a subsidiary of Federated Investors, Inc., under which the
Fund may make payments up to 0.25% of the average daily net asset value of its
shares, computed at an annual rate, to obtain certain personal services for
shareholders and to maintain shareholder accounts. From time to time and for
such periods as deemed appropriate, the amount stated above may be reduced
voluntarily. Under the Shareholder Services Agreement, Federated Shareholder
Services will either perform shareholder services directly or will select
financial institutions to perform shareholder services. Financial institutions
will receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.

    

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS

In addition to payments made pursuant to the Shareholder Services Agreement,
Federated Securities Corp. and Federated Shareholder Services, from their own
assets, may pay financial institutions supplemental fees for the performance of
substantial sales services, distribution-related support services, or
shareholder services. The support may include sponsoring sales, educational and
training seminars for their employees, providing sales literature, and
engineering computer software programs that emphasize the attributes of the
Fund. Such assistance will be predicated upon the amount of shares the financial
institution sells or may sell, and/or upon the type and nature of sales or
marketing support furnished by the financial institution. Any payments made by
the distributor may be reimbursed by the Fund's investment adviser or its
affiliates.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES

   

Federated Services Company, a subsidiary of Federated Investors, Inc., provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Fund at an annual rate which
relates to the average aggregate daily net assets of all funds advised by
affiliates of Federated Investors, Inc. specified below:
    


MAXIMUM          AVERAGE AGGREGATE
 FEE              DAILY NET ASSETS
0.150%        on the first $250 million
0.125%         on the next $250 million
0.100%         on the next $250 million
0.075%   on assets in excess of $750 million


The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Services Company may choose voluntarily to waive a portion of its fee.


NET ASSET VALUE

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

   

The net asset value is determined at 1:00 p.m. (Eastern time), and as of the
close of trading (normally 4:00 p.m., Eastern time) on the New York Stock
Exchange, Monday through Friday, except on New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, and Christmas Day.

    


HOW TO PURCHASE SHARES

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

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone. The
minimum initial investment is $1,000,000. However, an account may be opened with
a smaller amount as long as the minimum is reached within one year of opening
the account. Financial institutions may impose different minimum investment
requirements on their customers.

PURCHASING SHARES BY WIRE

   

Shares may be purchased by Federal Reserve wire by calling the Fund before 2:00
p.m. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 2:00 p.m. (Eastern
time) in order to begin earning dividends that same day. Federal funds should be
wired as follows: Federated Shareholder Services Company, c/o State Street Bank
and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit to: 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.
Shares cannot be purchased by wire on holidays when wire transfers are
restricted. Questions on wire purchases should be directed to your shareholder
services representative at the telephone number listed on your account
statement.

    

PURCHASING SHARES BY CHECK

   

Shares may be purchased by sending a check to Federated Shareholder Services
Company, P.O. Box 8600, Boston, MA 02266-8600. The check should be made payable
to: Government Obligations Tax-Managed Fund -- Institutional Service Shares.
Please include an account number on the check. Orders by mail are considered
received when payment by check is converted into federal funds (normally the
business day after the check is received), and shares begin earning dividends
the next day.

    

INVEST-BY-PHONE

Once an account has been opened, a shareholder may use invest-by-phone for
investments if an authorization form has been filed with Federated Shareholder
Services Company, the transfer agent for shares of the Fund. Approximately two
weeks after sending the form to Federated Shareholder Services Company, the
shareholder may call Federated Shareholder Services Company to purchase shares.
Federated Shareholder Services Company will send a request for monies to the
shareholder's commercial bank, savings bank, or credit union ("bank") via the
Automated Clearing House. The shareholder's bank, which must be an Automated
Clearing House member, will then forward the monies to Federated Shareholder
Services Company. The purchase is normally entered the next business day after
the initial phone request. For further information and an application, call the
Fund.


HOW TO REDEEM SHARES

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

REDEEMING SHARES BY TELEPHONE

   

Redemptions in any amount may be made by calling the Fund provided the Fund has
a properly completed authorization form. These forms can be obtained from
Federated Securities Corp. Proceeds from redemption requests received before
2:00 p.m. (Eastern time) will be wired the same day to the shareholder's account
at a domestic commercial bank which is a member of the Federal Reserve System,
but will not include that day's dividend. Proceeds from redemption requests
received after that time include that day's dividend but will be wired the
following business day. Under limited circumstances, arrangements may be made
with the distributor for same-day payment of proceeds, without that day's
dividend, for redemption requests received before 2:00 p.m. (Eastern time).
Proceeds from redemption requests on holidays when wire transfers are restricted
will be wired the following business day. Questions about telephone redemptions
on days when wire transfers are restricted should be directed to your
shareholder services representative at the telephone number listed on your
account statement.

    

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

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

REDEEMING SHARES BY MAIL

Shares may be redeemed in any amount by mailing a written request to: Federated
Shareholder Services Company, P.O. Box 8600, Boston, MA 02266- 8600. If share
certificates have been issued, they should be sent unendorsed with the written
request by registered or certified mail to the address noted above.

The written request should state: the Fund name and the class designation; the
account name as registered with the Fund; the account number; and the number of
shares to be redeemed or the dollar amount requested. All owners of the account
must sign the request exactly as the shares are registered. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the receipt of a proper written redemption request. Dividends
are paid up to and including the day that a redemption request is processed.

Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Fund or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a commercial
or savings bank, trust company or savings association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm of a domestic stock exchange; or any other "eligible
guarantor institution," as defined in the Securities Exchange Act of 1934. The
Fund does not accept signatures guaranteed by a notary public.


ACCOUNT AND SHARE INFORMATION

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund. Shares purchased by wire before
2:00 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 capital gains at least once every 12 months.

<R
ACCOUNT ACTIVITY

Shareholders will receive periodic statements reporting all account activity,
including dividends paid. The Fund will not issue share certificates.



ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account, except accounts maintained by retirement plans,
and pay the proceeds to the shareholder if the account balance falls below a
required minimum value of $1,000,000 due to shareholder redemptions. Before
shares are redeemed to close an account, the shareholder is notified in writing
and allowed 30 days to purchase additional shares to meet the minimum
requirement.

VOTING RIGHTS

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

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


TAX INFORMATION

FEDERAL INCOME TAX

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

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.

STATE AND LOCAL TAXES

<R
The Fund will limit its investments to those which, if owned directly, pay
interest exempt from state personal income tax. However, under 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 another class of shares. Institutional Shares are sold at
net asset value primarily to financial institutions, financial intermediares,
and institutional investors, and are subject to a minimum initial investment of
$1,000,000.

    

All classes are subject to certain of the same expenses.

Institutional Shares are distributed with no 12b-1 Plan but are subject to
shareholder services fees.

Expense differences between classes may affect the performance of each class.

To obtain more information and a prospectus for any other class, investors may
call 1-800-341-7400.


PERFORMANCE INFORMATION

From time to time, the Fund advertises its yield, effective yield, and total
return. The performance figures will be calculated separately for each class of
shares.

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

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

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


   

LAST MEETING OF SHAREHOLDERS

A Special Meeting of Trust shareholders was held on April 23, 1998. On February
24, 1998, the record date for shareholders voting at the meeting, there were
28,912,813,604 total outstanding shares. The following items were considered by
shareholders and the results of their voting were as follows:

AGENDA ITEM 1: To elect Trustees.*
<TABLE>
<CAPTION>

                                  SHARES VOTED FOR        SHARES WITHHELD AUTHORITY
<S>                                 <C>                           <C>
Thomas G Bigley                     17,186,131,753                91,735,736
John T. Conroy, Jr.                 17,186,450,467                91,417,022
Peter E. Madden                     17,187,792,175                90,075,314
John E. Murray, Jr., J.D., S.J.D.   17,187,671,030                90,196,459

</TABLE>

 * The following Trustees of the Trust continued their terms as Trustees of
the Trust: John F. Donahue, William J. Copeland, J. Christopher Donahue,
James E. Dowd, Esq., Lawrence D. Ellis, M.D., Edward L. Flaherty, Jr.,
Esq., Wesley W. Posvar, and Marjorie P. Smuts.

    

FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES

GOVERNMENT OBLIGATIONS TAX-MANAGED FUND

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
   

Reference is made to the Report of Independent Public Accountants on page 18.
<TABLE>
<CAPTION>

                                                   YEAR ENDED JULY 31,
                                            1998      1997      1996    1995(A)
<S>                                     <C>       <C>       <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD      $ 1.00    $ 1.00    $ 1.00   $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                       0.05      0.05      0.05     0.01
LESS DISTRIBUTIONS
Distributions from net investment income   (0.05)    (0.05)    (0.05)   (0.01)
NET ASSET VALUE, END OF PERIOD            $ 1.00    $ 1.00    $ 1.00   $ 1.00
TOTAL RETURN(B)                             5.49%     5.35%     5.50%    0.94%
RATIOS TO AVERAGE NET ASSETS
Expenses                                    0.20%     0.20%     0.17%     0.20%*
Net investment income                       5.35%     5.26%     5.28%     5.78%*
Expense waiver/reimbursement(c)             0.37%     0.38%     0.44%     0.65%*
SUPPLEMENTAL DATA
Net assets, end of period (000 omitted) $953,268  $510,683  $199,243    $3,070

</TABLE>


 * Computed on an annualized basis.

 (a) Reflects operations for the period from June 2, 1995 (date of initial
public investment) to July 31, 1995.

 (b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

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

(See Notes which are an integral part of the Financial Statements)


PORTFOLIO OF INVESTMENTS

GOVERNMENT OBLIGATIONS TAX-MANAGED FUND
   

JULY 31, 1998

<TABLE>
<CAPTION>

PRINCIPAL
 VALUE                                                                                                    VALUE
<C>          <S>                                                                                     <C>
GOVERNMENT AGENCIES--100.4%
$ 21,000,000 Federal Farm Credit Bank, 5.500% - 5.700%, 9/2/1998 - 4/1/1999                          $   20,988,033
 203,822,000 (a)Federal Farm Credit Bank, Discount Notes, 5.170% - 5.240%, 8/3/1998 - 12/11/1998        202,828,754
  83,000,000 (b)Federal Farm Credit Bank, Floating Rate Notes, 5.381% - 5.456%, 12/1/1998 - 6/1/1999     82,954,210
  51,750,000 Federal Home Loan Bank, 5.540% - 5.705%, 10/2/1998 - 7/15/1999                              51,733,101
 836,317,000 (a)Federal Home Loan Bank, Discount Notes, 5.340% - 5.570%,
 8/3/1998 - 1/13/1999 829,949,026 251,000,000 (b)Federal Home Loan Bank,
 Floating Rate Notes, 5.401% - 5.590%, 8/18/1998 - 6/3/1999 250,920,341
  45,500,000 Student Loan Marketing Association, 5.400% - 5.830%, 10/29/1998 - 8/11/1999                 45,493,357
  39,000,000 (a)Student Loan Marketing Association, Discount Notes, 5.540%, 8/3/1998                     38,987,997
  48,000,000 (b)Student Loan Marketing Association, Floating Rate Notes, 5.303% - 5.553%,
             10/28/199811/25/1998                                                                        47,995,807
  59,700,000 (b)Student Loan Marketing Association, Master Notes, 5.353%, 10/7/1998                      59,700,000
 160,000,000 (a)Tennessee Valley Authority Discount Notes, 5.380% - 5.411%, 8/14/1998 - 10/16/1998      159,010,310
             TOTAL GOVERNMENT AGENCIES                                                                1,790,560,936
             TOTAL INVESTMENTS (AT AMORTIZED COST)(C)                                                $1,790,560,936

</TABLE>


 (a) The issue shows the rate of discount rate at time of purchase.

 (b) Current rate and next reset date shown.

 (c) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
($1,783,919,582) at July 31, 1998.

    

(See Notes which are an integral part of the Financial Statements)


STATEMENT OF ASSETS AND LIABILITIES

GOVERNMENT OBLIGATIONS TAX-MANAGED FUND

   
JULY 31, 1998
<TABLE>
<S>                                                                 <C>        <C>
ASSETS:
Total investments in securities, at amortized cost and value                   $1,790,560,936
Cash                                                                                2,521,946
Income receivable                                                                   4,750,317
Receivable for shares sold                                                          1,046,727
Deferred organizational costs                                                          14,478
Other assets                                                                           61,985
Total assets                                                                    1,798,956,389
LIABILITIES:
Payable for investments purchased $8,996,400 Payable for shares redeemed 797,553
Income distribution payable 4,828,435 Accrued expenses 414,419 Total liabilities
15,036,807 NET ASSETS for 1,783,919,582 shares outstanding $1,783,919,582 NET
ASSET VALUE, OFFERING PRICE, AND REDEMPTION PROCEEDS PER SHARE:
INSTITUTIONAL SHARES:
$953,268,062 / 953,268,062 shares outstanding                                           $1.00
INSTITUTIONAL SERVICE SHARES:
$830,651,520 / 830,651,520 shares outstanding                                           $1.00

</TABLE>
    


(See Notes which are an integral part of the Financial Statements)


STATEMENT OF OPERATIONS

GOVERNMENT OBLIGATIONS TAX-MANAGED FUND
   

YEAR ENDED JULY 31, 1998
<TABLE>

<S>                                                      <C>           <C>          <C>
INVESTMENT INCOME:
Interest                                                                            $79,753,751
EXPENSES:
Investment advisory fee $ 2,869,299 Administrative personnel and services fee
1,082,093 Custodian fees 86,642 Transfer and dividend disbursing agent fees and
expenses 92,183 Directors'/Trustees' fees 7,394 Auditing fees 12,652 Legal fees
4,428 Portfolio accounting fees 184,172 Shareholder services fee--Institutional
Shares 1,877,773 Shareholder services fee--Institutional Service Shares
1,708,850 Share registration costs 281,374 Printing and postage 17,566 Insurance
premiums 8,211 Miscellaneous 11,630 Total expenses 8,244,267 Waivers-- Waiver of
investment advisory fee $ (1,725,248) Waiver of shareholder services
fee--Institutional Shares (1,877,773) Total waivers (3,603,021) Net expenses
4,641,246 Net investment income $75,112,505

</TABLE>
    


(See Notes which are an integral part of the Financial Statements)


STATEMENT OF CHANGES IN NET ASSETS

GOVERNMENT OBLIGATIONS TAX-MANAGED FUND
   
<TABLE>
<CAPTION>

                                                                                             YEAR  ENDED  JULY 31,
                                                                                             1998             1997
<S>                                                                                   <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS--
Net investment income                                                                 $    75,112,505  $    36,996,272
DISTRIBUTIONS TO SHAREHOLDERS--
Distributions from net investment income
Institutional Shares                                                                      (40,176,975)     (15,718,201)
Institutional Service Shares                                                              (34,935,530)     (21,278,071)
Change in net assets resulting from distributions to shareholders                         (75,112,505)     (36,996,272)
SHARE TRANSACTIONS--
Proceeds from sale of shares                                                            6,514,205,911    3,043,939,190
Net asset value of shares issued to shareholders in payment of distributions declared      25,262,402        9,152,302
Cost of shares redeemed                                                                (5,687,326,375)  (2,653,254,346)
Change in net assets resulting from share transactions                                    852,141,938      399,837,146
Change in net assets                                                                      852,141,938      399,837,146
NET ASSETS:
Beginning of period                                                                       931,777,644      531,940,498
End of period                                                                         $ 1,783,919,582  $   931,777,644

</TABLE>
    


(See Notes which are an integral part of the Financial Statements)


NOTES TO FINANCIAL STATEMENTS

GOVERNMENT OBLIGATIONS TAX-MANAGED FUND
   
JULY 31, 1998
    
ORGANIZATION

Money Market Obligations Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act") as an open-end, management
investment company. The Trust consists of six portfolios. The financial
statements included herein are only those of Government Obligations Tax-Managed
Fund (the "Fund"). The financial statements of the other portfolios are
presented separately. The assets of each portfolio are segregated and a
shareholder's interest is limited to the portfolio in which shares are held. The
investment objective of the Fund is to provide current income consistent with
stability of principal and liquidity. The Fund offers two classes of shares:
Institutional Shares and Institutional Service Shares.

SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.

INVESTMENT VALUATIONS

The Fund uses the amortized cost method to value its portfolio securities in
accordance with Rule 2a-7 under the Act.

INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS

Interest income and expenses are accrued daily. Bond premium and discount, if
applicable, are amortized as required by the Internal Revenue Code, as amended
(the "Code"). Distributions to shareholders are recorded on the ex- dividend
date.

FEDERAL TAXES

It is the Fund's policy to comply with the provisions of the Code applicable to
regulated investment companies and to distribute to shareholders each year
substantially all of its income. Accordingly, no provisions for federal tax are
necessary.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The Fund may engage in when-issued or delayed delivery transactions. The Fund
records when-issued securities on the trade date and maintains security
positions such that sufficient liquid assets will be available to make payment
for the securities purchased. Securities purchased on a when-issued or delayed
delivery basis are marked to market daily and begin earning interest on the
settlement date.

DEFERRED EXPENSES

The costs incurred by the Fund with respect to registration of its shares in its
first fiscal year, excluding the initial expense of registering its shares, have
been deferred and are being amortized using the straight-line method over a
period of five years from the Fund's commencement date.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts of assets, liabilities, expenses and revenues reported in the
financial statements. Actual results could differ from those estimated.

OTHER

Investment transactions are accounted for on the trade date.

SHARES OF BENEFICIAL INTEREST
   
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. At July 31, 1998, capital paid-in aggregated $1,783,919,582.
Transactions in shares were as follows:

<TABLE>
<CAPTION>

                                                                          YEAR ENDED JULY 31,
<S>                                                                 <C>             <C>
INSTITUTIONAL SHARES                                                     1998             1997
Shares sold                                                          2,745,127,545   1,062,116,399
Shares issued to shareholders in payment of distributions declared      17,109,018       5,995,666
Shares redeemed                                                     (2,319,651,358)   (756,672,059)
Net change resulting from Institutional Share transactions             442,585,205     311,440,006

<CAPTION>

                                                                          YEAR ENDED JULY 31,
<S>                                                                 <C>             <C>
INSTITUTIONAL SERVICE SHARES                                             1998             1997
Shares sold                                                          3,769,078,366   1,981,822,791
Shares issued to shareholders in payment of distributions declared       8,153,384       3,156,636
Shares redeemed                                                     (3,367,675,017) (1,896,582,287)
Net change resulting from Institutional Service Share transactions     409,556,733      88,397,140
Net change resulting from share transactions                           852,141,938     399,837,146

</TABLE>
    


INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE

Federated Administrative Services, the Fund's investment adviser (the
"Adviser"), receives for its services an annual investment advisory fee equal to
0.20% of the Fund's average daily net assets. The Adviser may voluntarily choose
to waive any portion of its fee. The Adviser can modify or terminate this
voluntary waiver at any time at its sole discretion.

ADMINISTRATIVE FEE

Federated Services Company ("FServ"), under the Administrative Services
Agreement, provides the Fund with administrative personnel and services. The fee
paid to FServ is based on the level of average aggregate daily net assets of all
funds advised by subsidiaries of Federated Investors, Inc. for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

SHAREHOLDER SERVICES FEE

Under the terms of a Shareholder Services Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to 0.25% of average daily net assets
of the Fund for the period. The fee paid to FSS is used to finance certain
services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive any portion of its fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion.

TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES

FServ, through its subsidiary, Federated Shareholder Services Company ("FSSC")
serves as transfer and dividend disbursing agent for the Fund. The fee paid to
FSSC is based on the size, type, and number of accounts and transactions made by
shareholders.

PORTFOLIO ACCOUNTING FEES

FServ maintains the Fund's accounting records for which it receives a fee. The
fee is based on the level of the Fund's average daily net assets for the period,
plus out-of-pocket expenses.

ORGANIZATIONAL EXPENSES

Organizational expenses of $26,061 were borne initially by the Adviser. The Fund
has agreed to reimburse the Adviser for their expenses. These expenses have been
deferred and are being amortized over the five-year period following the Fund's
effective date. For the year ended July 31, 1998, the Fund expensed $5,212 of
organizational expenses.

GENERAL

Certain of the Officers and Trustees of the Trust are Officers and Directors or
Trustees of the above companies.

YEAR 2000 (UNAUDITED)

Similar to other financial organizations, the Fund could be adversely affected
if the computer systems used by the Fund's service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. The Fund's Adviser and Administrator are taking measures that they
believe are reasonably designed to address the Year 2000 issue with respect to
computer systems that they use and to obtain reasonable assurances that
comparable steps are being taken by each of the Fund's other service providers.
At this time, however, there can be no assurance that these steps will be
sufficient to avoid any adverse impact to the Fund.


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of MONEY MARKET OBLIGATIONS TRUST
(Government Obligations Tax-Managed Fund):
   
We have audited the accompanying statement of assets and liabilities of
Government Obligations Tax-Managed Fund (an investment portfolio of Money Market
Obligations Trust, a Massachusetts business trust), including the schedule of
portfolio investments, as of July 31, 1998, the related statement of operations
for the year then ended, the statement of changes in net assets for each of the
two years in the period then ended, and the financial highlights for the periods
presented. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of July
31, 1998, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Government Obligations Tax-Managed Fund (an investment portfolio of Money Market
Obligations Trust) as of July 31, 1998, the results of its operations for the
year then ended, the changes in its net assets for each of the two years in the
period then ended, and its financial highlights for the periods presented, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
September 25, 1998
    
Government Obligations
Tax-Managed Fund

   

(A Portfolio of Money Market Obligations Trust)
Institutional Service Shares

PROSPECTUS
SEPTEMBER 30, 1998

    

An Open-End Management Investment Company

GOVERNMENT OBLIGATIONS
TAX-MANAGED FUND
INSTITUTIONAL
SERVICE SHARES

   

Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

    

DISTRIBUTOR

   
Federated Securities Corp.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

    

INVESTMENT ADVISER

   
Federated Administrative Services
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

    

CUSTODIAN

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

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Federated Shareholder Services Company
P.O. Box 8600
Boston, MA 02266-8600

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP
2100 One PPG Place
Pittsburgh, PA 15222

(graphic)

Federated Securities Corp., Distributor
1-800-341-7400
www.federatedinvestors.com

   
Cusip 60934N849
G01140-02 (9/98)
    

(graphic)




GOVERNMENT OBLIGATIONS TAX-MANAGED FUND

(A PORTFOLIO OF MONEY MARKET OBLIGATIONS TRUST)
INSTITUTIONAL SERVICE SHARES
INSTITUTIONAL SHARES

STATEMENT OF ADDITIONAL INFORMATION
   

This Statement of Additional Information should be read with the prospectuses of
Government Obligations Tax-Managed Fund (the "Fund"), a portfolio of Money
Market Obligations Trust (the "Trust") dated September 30, 1998. This Statement
is not a prospectus. You may request a copy of a prospectus or a paper copy of
this Statement, if you have received it electronically, free of charge by
calling 1-800-341-7400.

GOVERNMENT OBLIGATIONS TAX-MANAGED FUND
FEDERATED INVESTORS FUNDS
5800 CORPORATE DRIVE
PITTSBURGH, PA 15237-7000

Statement dated September 30, 1998

    

(graphic)

Federated Securities Corp., Distributor
Federated Investors, Inc.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
1-800-341-7400
www.federatedinvestors.com

   

Cusip 60934N856
Cusip 60934N849
G01140-03 (9/98)

(graphic)

    

TABLE OF CONTENTS

   
INVESTMENT POLICIES  1
  Acceptable Investments  1
  When-Issued and Delayed Delivery Transactions  1
  Reverse Repurchase Agreements  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  2
  Underwriting  2
  Concentration of Investments  2
  Diversification of Investments  2
  Investing in Securities of Other   Investment Companies  2
  Investing in Restricted and Illiquid Securities  2
  Investing for Control  2
  Investing in Options  2
  Regulatory Compliance  2
MONEY MARKET OBLIGATIONS TRUST MANAGEMENT  3
  Share Ownership  6
  Trustee Compensation  7
  Trustee Liability  7
INVESTMENT ADVISORY SERVICES  7
  Investment Adviser  7
  Advisory Fees  8
  BROKERAGE TRANSACTIONS   8
  OTHER SERVICES  8
  Fund Administration  8
  Custodian and Portfolio Accountant  8
  Transfer Agent  8
  Independent Public Accountants  8
  Shareholder Services  9
DETERMINING NET ASSET VALUE  9
REDEMPTION IN KIND  9
MASSACHUSETTS PARTNERSHIP LAW   9
THE FUND'S TAX STATUS  10
PERFORMANCE INFORMATION  10
  Yield  10
  Effective Yield  10
  Total Return  10
  Performance Comparisons  11
  Economic and Market Information  11
ABOUT FEDERATED INVESTORS, INC.  11
  Mutual Fund Market  12
  Institutional Clients  12
  Bank Marketing  12
  Broker/Dealers and Bank Broker/Dealer Subsidiaries  12

INVESTMENT POLICIES



Unless indicated otherwise, the policies described below may be changed by the
Board of Trustees without shareholder approval. Shareholders will be notified
before any material change in these policies becomes effective.

    

ACCEPTABLE INVESTMENTS

   

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 in a
dollar amount sufficient to make payment for the securities to be purchased are:
segregated on the Fund's records at the trade date; marked to market daily; and
maintained until the transaction is settled. 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.

REVERSE REPURCHASE AGREEMENTS

   

The Fund may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement, the Fund transfers possession of a portfolio instrument in return for
a percentage of the instrument's market value in cash and agrees that on a
stipulated date in the future the Fund will repurchase the portfolio instrument
by remitting the original consideration plus interest at an agreed upon rate.
The use of reverse repurchase agreements may enable the Fund to avoid selling
portfolio instruments at a time when a sale may be deemed to be disadvantageous,
but does not ensure this result. However, liquid assets of the Fund, in a dollar
amount sufficient to make payment for the securities to be purchased, are:
segregated on the Fund's records at the trade date; marked to market daily; and
maintained until the transaction is settled.

    

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
directly or through reverse repurchase agreements in amounts up to one-third of
the value of its total assets, including the amounts borrowed.

The Fund will not borrow money or engage in reverse repurchase agreements for
investment leverage, but rather as a temporary, extraordinary, or emergency
measure or to facilitate management of the portfolio by enabling the Fund to
meet redemption requests when the liquidation of portfolio securities is deemed
to be inconvenient or disadvantageous. The Fund will not purchase any securities
while borrowings in excess of 5% of the value of its total assets are
outstanding.

PLEDGING ASSETS

The Fund will not mortgage, pledge, or hypothecate any assets except as
necessary to secure permitted borrowings.

LENDING CASH OR SECURITIES

   

The Fund will not lend any of its assets, except that it may purchase or hold
portfolio securities permitted by its investment objective, policies, and
limitations or the Trust's Declaration of Trust.

    

INVESTING IN COMMODITIES

The Fund will not purchase or sell commodities, commodity contracts, or
commodity futures contracts.

INVESTING IN REAL ESTATE

The Fund will not purchase or sell real estate

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. However, the Fund may invest 25% or more of the value of its total
assets in cash, cash items, or securities issued or guaranteed by the government
of the United States, or its agencies, or instrumentalities and repurchase
agreements collateralized by such U.S. government securities. The 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; 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; and securities of other investment
companies) 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 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 SECURITIES OF OTHER INVESTMENT COMPANIES



The Fund will not acquire more than 3% of the total outstanding securities of
other investment companies, except as part of a merger, consolidation, or other
acquisition.

   

INVESTING IN RESTRICTED AND ILLIQUID SECURITIES

The Fund will not invest more than 10% of the value of its net assets in
illiquid securities.

    

INVESTING FOR CONTROL

The Fund will not invest in securities of a company for the purpose of
exercising control or management.

INVESTING IN OPTIONS

The Fund will not invest in puts, calls, straddles, spreads, or any combination
of them.

For purposes of the above limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings association having capital, surplus, and undivided profits in excess
of $100,000,000 at the time of investment to be "cash items." Except with
respect to borrowing money, if a percentage limitation is adhered to at the time
of investment, a later increase or decrease in percentage resulting from any
change in value or net assets will not result in a violation of such limitation.

The Fund did not borrow money or pledge securities in excess of 5% of the value
of its net assets during the last fiscal year and has no present intent to do so
during the coming fiscal year.

REGULATORY COMPLIANCE

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

MONEY MARKET OBLIGATIONS TRUST MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates, present
positions with Money Market Obligations Trust, and principal occupations.
   

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

Thomas G. Bigley
15 Old Timber Trail
Pittsburgh, PA
Birthdate: February 3, 1934
Trustee
Director or Trustee of the Funds; Director, Member of Executive Committee,
Children's Hospital of Pittsburgh; formerly, Senior Partner, Ernst & Young LLP;
Director, MED 3000 Group, Inc.; Director, Member of Executive Committee,
University of Pittsburgh.

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

William J. Copeland
One PNC Plaza--23rd Floor
Pittsburgh, PA
Birthdate: July 4, 1918
Trustee
Director or Trustee of the Funds; Director and Member of the
Executive Committee, Michael Baker, Inc.; formerly, Vice
Chairman and Director, PNC Bank, N.A. and PNC Bank Corp.;
Director, Ryan Homes, Inc.; Director, United Refinery;
Chairman, Pittsburgh Foundation; Director, Forbes Fund;
Chairman, Pittsburgh Civic Light Opera.

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

James E. Dowd, Esq.
571 Hayward Mill Road
Concord, MA
Birthdate: May 18, 1922
Trustee
Director or Trustee of the Funds; Attorney-at-law; Director,
The Emerging Germany Fund, Inc.; formerly, President, Boston
Stock Exchange, Inc.; Regional Administrator, United States
Securities and Exchange Commission.

Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932
Trustee
Director or Trustee of the Funds; Professor of Medicine, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center--Downtown;
Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals;
formerly, Member, National Board of Trustees, Leukemia Society of America.

Edward L. Flaherty, Jr., Esq.@
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate: June 18, 1924
Trustee
Director or Trustee of the Funds; Attorney, Of Counsel, Miller, Ament, Henny &
Kochuba; Director, Eat'N Park Restaurants, Inc.; formerly, Counsel, Horizon
Financial, F.A., Western Region; Partner, Meyer and Flaherty.

Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
Birthdate: March 16, 1942
Trustee
Director or Trustee of the Funds; formerly, Representative, Commonwealth of
Massachusetts General Court; President, State Street Bank and Trust Company and
State Street Corporation; Director, VISA USA and VISA International; Chairman
and Director, Massachusetts Banker Association; Director, Depository Trust
Corporation.

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

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925
Trustee
Director or Trustee of the Funds; President, World Society for Ekistics, Athens;
Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., National Defense University, and U.S. Space Foundation; President
Emeritus, University of Pittsburgh; Founding Chairman, National Advisory Council
for Environmental Policy and Technology, Federal Emergency Management Advisory
Board, and Czech Management Center, Prague; formerly, Professor, United States
Military Academy; Professor, United States Air Force Academy.

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate: June 21, 1935
Trustee
Director or Trustee of the Funds; Public Relations/ Marketing/Conference
Planning; formerly, National Spokesperson, Aluminum Company of America; business
owner.

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

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

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

    

   

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

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

    

As referred to in the list of Trustees and Officers, "Funds" includes the
following investment companies:

   
Automated Government Money Trust; Blanchard Funds; Blanchard Precious Metals
Fund, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; CCB Funds; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated
Adjustable Rate U.S. Government Fund, Inc.; Federated American Leaders Fund,
Inc.; Federated ARMs Fund; Federated Core Trust; Federated Equity Funds;
Federated Equity Income Fund, Inc.; Federated Fund for U.S. Government
Securities, Inc.; Federated GNMA Trust; Federated Government Income Securities,
Inc.; Federated Government Trust; Federated High Income Bond Fund, Inc.;
Federated High Yield Trust; Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Institutional Trust; Federated Insurance
Series; Federated Investment Portfolios; Federated Investment Trust; Federated
Master Trust; Federated Municipal Opportunities Fund, Inc.; Federated Municipal
Securities Fund, Inc.; Federated Municipal Trust; Federated Short-Term Municipal
Trust; Federated Short-Term U.S. Government Trust; Federated Stock and Bond
Fund, Inc.; Federated Stock Trust; Federated Tax-Free Trust; Federated Total
Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10 Years;
Federated Utility Fund, Inc.; Fixed Income Securities, Inc.; High Yield Cash
Trust; Intermediate Municipal Trust; International Series, Inc.; Investment
Series Funds, Inc.; Investment Series Trust; Liberty Term Trust, Inc.--1999;
Liberty U.S. Government Money Market Trust; Liquid Cash Trust; Managed Series
Trust; Money Market Management, Inc.; Money Market Obligations Trust; Money
Market Obligations Trust II; Money Market Trust; Municipal Securities Income
Trust; Newpoint Funds; Regions Funds; RIGGS Funds; Targeted Duration Trust;
Tax-Free Instruments Trust; The Planters Funds; The Virtus Funds; Trust for
Financial Institutions; Trust for Government Cash Reserves; Trust for Short-Term
U.S. Government Securities; Trust for U.S.
Treasury Obligations; WesMark Funds; WCT Funds; and World Investment Series,
Inc.

    

SHARE OWNERSHIP

Officers and Trustees as a group own less than 1% of the Fund.

   

As of September 3, 1998, the following shareholders of record owned 5% or more
of the outstanding Institutional Shares of the Fund: Shaup & Co., Boston,
Massachusetts, owned approximately 131,354,314 shares (14.45%); Frost National
Bank, San Antonio, Texas, owned approximately 121,787,960 shares (13.40%);
Panabco, Newark, Ohio, owned approximately 92,547,020 shares (10.18%); BDG &
Co., Boston, Massachusetts, owned approximately 70,240,875 shares (7.73%); and
Santa Monica Bank, Santa Monica, California, owned approximately 63,358,349
shares (6.97%).

As of September 3, 1998, the following shareholders of record owned 5% or more
of the outstanding Institutional Service Shares of the Fund: Citizens Bank of
Rhode Island, Providence, Rhode Island, owned approximately 127,746,944 shares
(14.16%); Perry Baker & Co., Westerly, Rhode Island, owned approximately
71,977,227 shares (7.98%); Currier & Co., Salem, Massachusetts, owned
approximately 59,638,722 shares (6.61%); and Bowling Green Bank & Trust Co.,
Bowling Green, Kentucky, owned approximately 53,246,617 shares (5.90%).

    

TRUSTEE COMPENSATION
   
<TABLE>
<CAPTION>

NAME,                           AGGREGATE
POSITION WITH                  COMPENSATION     TOTAL COMPENSATION PAID
TRUST                           FROM TRUST*     FROM FUND COMPLEX+
<S>                            <C>             <C>
John F. Donahue                        $0      $0 for the Trust and
Chairman and Trustee                           56 other investment
                                               companies in the Fund Complex
Thomas G. Bigley                  $18,351      $111,222 for the Trust Trustee
                                               and 56 other investment
                                               companies in the Fund Complex
John T. Conroy, Jr.               $20,189      $122,362 for the Trust Trustee
                                               and 56 other investment
                                               companies in the Fund Complex
William J. Copeland               $20,189      $122,362 for the Trust Trustee
                                               and 56 other investment
                                               companies in the Fund Complex
J. Christopher Donahue                 $0      $0 for the Trust and
President and Trustee                          18 other investment
                                               companies in the Fund Complex
James E. Dowd, Esq.               $20,189      $122,362 for the Trust
Trustee                                        and 56 other investment
                                               companies in the Fund Complex
Lawrence D. Ellis, M.D.           $18,351      $111,222 for the Trust Trustee
                                               and 56 other investment
                                               companies in the Fund Complex
Edward L. Flaherty, Jr., Esq.     $20,189      $122,362 for the Trust
Trustee                                        and 56 other investment
                                               companies in the Fund Complex
Peter E. Madden                   $18,351      $111,222 for the Trust
Trustee                                        and 56 other investment
                                               companies in the Fund Complex
John E. Murray, Jr., J.D., S.J.D. $18,351      $111,222 for the Trust
Trustee                                        and 56 other investment
                                               companies in the Fund Complex
Wesley W. Posvar                  $18,351      $111,222 for the Trust
Trustee                                        and 56 other investment
                                               companies in the Fund Complex
Marjorie P. Smuts                 $18,351      $111,222 for the Trust
Trustee                                        and 56 other investment
                                               companies in the Fund Complex

</TABLE>
    

* Information is furnished for the fiscal year ended July 31, 1998.



# The aggregate compensation is provided for the Trust which is comprised of
six portfolios.

+ The information is provided for the last calendar year.

TRUSTEE LIABILITY

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

INVESTMENT ADVISORY SERVICES

INVESTMENT ADVISER

   

     The Fund's investment adviser is Federated Administrative Services. It is a
subsidiary of Federated Investors, Inc. All the voting securities of Federated
Investors, Inc. are owned by a trust, the trustees of which are John F. Donahue,
his wife, and his son, J. Christopher Donahue.

The adviser shall not be liable to the Government Obligations Tax-Managed Fund,
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 Government Obligations Tax-Managed Fund.

    

ADVISORY FEES

   

For its advisory services, Federated Administrative Services receives an
annual investment advisory fee as described in the prospectus. For the fiscal
years ended July 31, 1998, 1997, and 1996, the adviser earned $2,869,299,
$1,452,990, and $692,278, respectively, of which $1,725,248, $923,964, and
$664,948, respectively, were waived.

    

BROKERAGE TRANSACTIONS

   

When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the adviser looks for prompt execution of the order at a
favorable price. In working with dealers, the adviser will generally use those
who are recognized dealers in specific portfolio instruments, except when a
better price and execution of the order can be obtained elsewhere. The adviser
makes decisions on portfolio transactions and selects brokers and dealers
subject to guidelines established by the Trustees. The adviser may select
brokers and dealers who offer brokerage and research services. These services
may be furnished directly to the Fund or to the adviser and may include: advice
as to the advisability of investing in securities; security analysis and
reports; economic studies; industry studies; receipt of quotations for portfolio
evaluations; and similar services. Research services provided by brokers and
dealers may be used by the adviser or its affiliates in advising the Fund and
other accounts. To the extent that receipt of these services may supplant
services for which the adviser or its affiliates might otherwise have paid, it
would tend to reduce their expenses. The adviser and its affiliates exercise
reasonable business judgment in selecting brokers who offer brokerage and
research services to execute securities transactions. They determine in good
faith that commissions charged by such persons are reasonable in relationship to
the value of the brokerage and research services provided. During the fiscal
years ended July 31, 1998, 1997, and 1996, the Fund paid no brokerage
commissions.

    

Although investment decisions for the Fund are made independently from those of
the other accounts managed by the adviser, investments of the type the Fund may
make may also be made by those other accounts. When the Fund and one or more
other accounts managed by the adviser are prepared to invest in, or desire to
dispose of, the same security, available investments or opportunities for sales
will be allocated in a manner believed by the adviser to be equitable to each.
In some cases, this procedure may adversely affect the price paid or received by
the Fund or the size of the position obtained or disposed of by the Fund. In
other cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Fund.

OTHER SERVICES

FUND ADMINISTRATION

   

Federated Services Company, a subsidiary of Federated Investors, Inc., provides
administrative personnel and services to the Fund for a fee as
described in the prospectus. From March 1, 1994 to March 1, 1996, Federated
Administrative Services, a subsidiary of Federated Investors, Inc., served as
the Fund's Administrator. For purposes of this Statement of Additional
Information, Federated Services Company and Federated Administrative Services
may hereinafter collectively be referred to as the "Administrators." For the
fiscal years ended July 31, 1998, 1997, and 1996, the Administrators earned
$1,082,093, $548,677, and $261,681, respectively.

    

CUSTODIAN AND PORTFOLIO ACCOUNTANT

   

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. The fee paid for this service is based upon the
level of the Fund's average net assets for the period plus out-of-pocket
expenses.

    

TRANSFER AGENT

   

Federated Services Company, through its registered transfer agent, Federated
Shareholder Services Company, maintains all necessary shareholder records. For
its services, the transfer agent receives a fee based on the size, type, and
number of accounts and transactions made by shareholders.

    

INDEPENDENT PUBLIC ACCOUNTANTS

   

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

    

SHAREHOLDER SERVICES

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

By adopting the Shareholder Services Agreement, the Trustees expect that the
Fund will benefit by: (1) providing personal services to shareholders; (2)
investing shareholder assets with a minimum of delay and administrative detail;
(3) enhancing shareholder recordkeeping systems; and (4) responding promptly to
shareholders' requests and inquiries concerning their accounts.

   

For the fiscal year ended July 31, 1998, the Fund earned shareholder service
fees on behalf of Institutional Shares and Institutional Service Shares in the
amounts of $1,877,773 and $1,708,850, respectively, $0 and $1,708,850 of which,
respectively, was paid to financial institutions.

    

DETERMINING NET ASSET VALUE

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

The Fund's use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission under the Investment
Company Act of 1940. Under the Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value per share, as computed for
purposes of distribution and redemption, at $1.00 per share, taking into account
current market conditions and the Fund's investment objective. The procedures
include monitoring the relationship between the amortized cost value per share
and the net asset value per share based upon available indications of market
value. The Trustees will decide what, if any, steps should be taken if there is
a difference of more than 0.5 of 1% between the two values. The Trustees will
take any steps they consider appropriate (such as redemption in kind or
shortening the average portfolio maturity) to minimize any material dilution or
other unfair results arising from differences between the two methods of
determining net asset value.

REDEMPTION IN KIND

The Fund is obligated to redeem shares solely in cash up to $250,000 or 1% of
the Fund's net asset value, whichever is less, for any one shareholder within a
90-day period. Any redemption beyond this amount will also be in cash unless the
Trustees determine that further payments should be in kind. In such cases, the
Fund will pay all or a portion of the remainder of the redemption in portfolio
instruments valued in the same way as the Fund determines net asset value. The
portfolio instruments will be selected in a manner that the Trustees deem fair
and equitable. Redemption in kind is not as liquid as a cash redemption. If
redemption is made in kind, shareholders who sell these securities could receive
less than the redemption value and could incur certain transaction costs.

MASSACHUSETTS PARTNERSHIP LAW

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

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

THE FUND'S TAX STATUS

   

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

    

PERFORMANCE INFORMATION

Performance depends upon such variables as: portfolio quality; average
portfolio maturity; type of instruments in which the portfolio is invested;
changes in interest rates; changes in expenses; and the relative amount of cash
flow. To the extent that financial institutions and broker/dealers charge fees
in connection with services provided in conjunction with an investment in shares
of the Fund, the performance will be reduced for those shareholders paying those
fees.

YIELD

The yield is calculated based upon the seven days ending on the day of the
calculation, called the "base period." This yield is computed by: determining
the net change in the value of a hypothetical account with a balance of one
share at the beginning of the base period, with the net change excluding capital
changes but including the value of any additional shares purchased with
dividends earned from the original one share and all dividends declared on the
original and any purchased shares; dividing the net change in the account's
value by the value of the account at the beginning of the base period to
determine the base period return; and multiplying the base period return by
365/7.

   

For the seven-day period ended July 31, 1998, the yields for Institutional
Shares and Institutional Service Shares were 5.33% and 5.08%, respectively.

    

EFFECTIVE YIELD

The effective yield is calculated by compounding the unannualized base period
return by: adding 1 to the base period return; raising the sum to the 365/7th
power; and subtracting 1 from the result.

   

For the seven-day period ended July 31, 1998, the effective yields for
Institutional Shares and Institutional Service Shares were 5.47% and 5.20%,
respectively.

    

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.

   

For the one-year period ended July 31, 1998, and for the period from June 2,
1995 (date of initial public investment) through July 31, 1998, the average
annual total returns were 5.49% and 5.47%, respectively, for Institutional
Shares.

For the one-year period ended July 31, 1998, and for the period from May 30,
1995 (date of initial public investment) through July 31, 1998, the average
annual total returns were 5.23% and 5.21%, respectively, for Institutional
Service Shares.

    

PERFORMANCE COMPARISONS

Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance,
investors should consider all relevant factors such as the composition of any
index used, prevailing market conditions, portfolio compositions of other funds,
and methods used to value portfolio securities and compute 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.

IBC/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.

Advertising and other promotional literature may include charts, graphs, and
other illustrations using the Fund's returns, or returns in general, that
demonstrate basic investment concepts such as tax-deferred compounding,
dollar-cost averaging and systematic investment. In addition, the Fund can
compare its performance, or performance for the types of securities in which it
invests, to a variety of other investments, such as bank savings accounts,
certificates of deposit, and Treasury bills.

ECONOMIC AND MARKET INFORMATION

Advertising and sales literature for the Fund may include discussions of
economic, financial, and political developments and their effect on the
securities market. Such discussions may take the form of commentary on these
developments by portfolio managers and their views and analysis on how such
developments could affect the funds. In addition, advertising and sales
literature may quote statistics and give general information about the mutual
fund industry, including the growth of the industry, from sources such as the
Investment Company Institute.

   

ABOUT FEDERATED INVESTORS, INC.

Federated Investors, Inc. is dedicated to meeting investor needs which is
reflected in its investment decision making --structured, straightforward, and
consistent. This has resulted in a history of competitive performance with a
range of competitive investment products that have gained the confidence of
thousands of clients and their customers.

    

The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research. Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors. These traders handle trillions of
dollars in annual trading volume.

   

In the money market sector, Federated Investors, Inc. gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional money
market fund. Simultaneously, the company pioneered the use of the amortized cost
method of accounting for valuing shares of money market funds, a principal means
used by money managers today to value money market fund shares. Other
innovations include the first institutional tax-free money market fund. As of
December 31, 1997, Federated managed more than $63.1 billion in assets across 51
money market funds, including 18 government, 11 prime, and 22 municipal with
assets approximating $35 billion, $17.1 billion, and $10.9 billion,
respectively.

     The Chief Investment Officers responsible for oversight of the various
investment sectors within Federated Investors, Inc. are: U.S. equity and high
yield--J. Thomas Madden; U.S. fixed income--William D. Dawson, III; and global
equities and fixed income--Henry A. Frantzen. The Chief Investment Officers are
Executive Vice Presidents of the Federated advisory companies.

    

MUTUAL FUND MARKET

   

Thirty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $4.4 trillion to the more than 6,700 funds available.*

Federated Investors, Inc., through its subsidiaries, distributes mutual funds
for a variety of investment applications. Specific markets include:

    

INSTITUTIONAL CLIENTS

   

Federated Investors, Inc. meets the needs of approximately 900 institutional
clients nationwide by managing and servicing separate accounts and mutual funds
for a variety of applications, including defined benefit and defined
contribution programs, cash management, and asset/liability management.
Institutional clients include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial
advisors. The marketing effort to these institutional clients is headed by John
B. Fisher, President, Institutional Sales Division.

    

BANK MARKETING

Other institutional clients include close relationships with more than 1,600
banks and trust organizations. Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios. The
marketing effort to trust clients is headed by Timothy C. Pillion, Senior Vice
President, Bank Marketing & Sales.

BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES

     Federated funds are available to consumers through major brokerage firms
nationwide--we have over 2,200 broker/dealer and bank broker/dealer
relationships across the country--supported by more wholesalers than any other
mutual fund distributor. Federated's service to financial professionals and
institutions has earned it high ratings in several surveys performed by DALBAR,
Inc. DALBAR is recognized as the industry benchmark for service quality
measurement. The marketing effort to these firms is headed by James F. Getz,
President, Federated Securities Corp.

 *Source: Investment Company Institute





PART C.    OTHER INFORMATION.
Item 24.    FINANCIAL STATEMENTS AND EXHIBITS:
            (a)   Financial Statements : Filed in Part A.
            (b)   Exhibits:
                   (1)  (i)    Conformed copy of Declaration of Trust of the
                               Registrant; (12)
                        (ii)   Conformed copy of Amendment to the Declaration
                               of Trust of the Registrant;; (12)
                        (iii)  Conformed copy of Amendment No. 2 to Declaration
                               of Trust of the Registrant; +
                        (iv)   Conformed copy of Amendment No. 3 to Declaration
                               of Trust of the Registrant; +
                        (v)    Conformed copy of Amendment No. 4 to Declaration
                               of Trust of the Registrant; +
                        (vi)   Conformed copy of Amendment No. 5 to Declaration
                               of Trust of the Registrant; +
                        (vii)  Conformed copy of Amendment No. 6 to Declaration
                               of Trust of the Registrant; +
                        (viii) Conformed copy of Amendment No. 8 to Declaration
                               of Trust of the Registrant; (10)
                        (ix)   Conformed copy of Amendment No. 9 to Declaration
                               of Trust of the Registrant; (15)
                        (x)    Conformed copy of Amendment No. 10 to Declaration
                               of Trust of the Registrant; (16)
                   (2)  (i)    Copy of By-Laws of the Registrant; (12)
                        (ii)   Copy of Amendment No. 1 to By-Laws of the
                               Registrant; +
                        (iii)  Copy of Amendment No. 2 to By-Laws of the
                               Registrant; +
                        (iv)   Copy of Amendment No. 3 to By-Laws of the
                               Registrant; +
                        (v)    Copy of Amendment No. 4 to By-Laws of the
                               Registrant; +
                   (3)         Not applicable;

                   (4)  (i)    Copy of Specimen Certificate for Shares of
                               Beneficial Interest of the Registrant; (8)
                        (ii)   Copies of Specimen Certificates for Shares of
                               Beneficial Interest of Automated Cash Management
                               Trust-Cash II Shares and Institutional Service
                               Shares and Treasury Obligations Fund-
                               Institutional Capital Shares; (16)


- -------------------
   +  All exhibits are being filed electronically

8.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 8 on Form N-1A filed June 1, 1994. (File Nos. 33-31602 and
     811-5950)

10.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 12 filed February 21, 1995. (File Nos. 33-31602 and 811-5950)

12.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 16 filed September 29, 1995. (File Nos. 33-31602 and
     811-5950)

15.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 20 filed September 23, 1996. (File Nos. 33-31602 and
     811-5950)

16.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 22 filed September 23, 1997. (File Nos. 33-31602 and
     811-5950)









                   (5)  (i)    Conformed copy of Investment Advisory
                               Contract of the Registrant; (12)
                        (ii) Conformed copies of Exhibits A through G to
                             Investment Advisory Contract of the Registrant;(12)
                        (iii) Conformed copy of Investment Advisory Contract of
                        the Registrant (Government Obligations Tax Managed Fund
                        only); (11) (iv) Conformed copy of Exhibit A to
                        Investment Advisory Contract of the
                        Registrant(Government Obligations Tax Managed Fund
                        only); (11)
                   (6)  (i)    Conformed copy of Distributor's Contract of the
                               Registrant; (7)
                        (ii)   Conformed copy of Exhibit B to the Distributor's
                               Contract; (15)
                        (iii)  Conformed copy of Exhibit D to the Distributor's
                               Contract of the Registrant; (15)
                        (iv)   Conformed copy of Exhibit E to the Distributor's
                               Contract of the Registrant; (16)
                        (v)    Conformed copy of Exhibit F to the Distributor's
                               Contract of the Registrant; (16)
                        (v)    The Registrant hereby incorporates the conformed
                               copy of the specimen Mutual Funds Sales and
                               Service Agreement; Mutual Funds Service
                               Agreement; and Plan Trustee/ Mutual Funds Service
                               Agreement from Item 24(b)(6) of the Cash Trust
                               Series II Registration Statement filed with the
                               Commission on July 24, 1995. (File Nos. 33-38550
                               and 811-6269).
                   (7)  Not applicable;

- -------------------

7.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 7 on Form N-1A filed May 6, 1994. (File Nos. 33-31602 and
     811-5950)

11.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 13 filed May 7, 1995. (File Nos. 33-31602 and 811-5950)

12.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 16 filed September 29, 1995. (File Nos. 33-31602 and
     811-5950)

15.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 20 filed September 23, 1996. (File Nos. 33-31602 and
     811-5950)

16.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 22 filed September 23, 1997. (File Nos. 33-31602 and
     811-5950)


<PAGE>



                   (8)  (i)   Conformed copy of Custodian Agreement of  the
                              Registrant; (8)
                        (ii)  Conformed copy of Custodian Fee Schedule; +
                   (9)  (i)    Conformed copy of Amended and Restated Agreement
                               for Fund Accounting Services, Administrative
                               Services, Transfer Agency
                               Services and Custody Services Procurement;+
                        (ii) The responses described in Item 24(b)(vi) are
                        hereby incorporated by reference. (iii) Conformed copy
                        of Amended and Restated Shareholder Services Agreement
                        of the Registrant; + (iv) The Registrant hereby
                        incorporates by reference the conformed copy of the
                        Shareholder Services Sub-Contract between
                               Fidelity and Federated Shareholder Services from
                               Item 24(b)(9)(iii) of the Federated GNMA Trust
                               Registration Statement on Form N-1A, filed with
                               the Commission on March 25, 1996 (File Nos.
                               2-75670 and 811-3375).
                  (10)  Conformed copy of Opinion and Consent of Counsel as to
                        legality of shares being registered; (12)
                  (11)  Conformed copy of Consent of Independent Public
                        Accountants;+
                  (12)  Not applicable;
                  (13)  Conformed copy of Initial Capital Understanding; (12)
                  (14)  Not applicable;
                  (15)  (i)    Conformed copy of Distribution Plan of the
                               Registrant; (16)
                        (ii) Conformed copy of Exhibit A to the Distribution
                        Plan of the Registrant; (16) (iii) The responses
                        described in Item 24(b)(vi) are hereby incorporated by
                        reference.
                  (16)  Copy of Schedule for Computation of Fund Performance
                        Data; (14)
                  (17)  Copies of Financial Data Schedules;+
                  (18)  The Registrant hereby incorporates the conformed copy of
                        the specimen Multiple Class Plan from Item 24(b)(18) of
                        the World Investment Series, Inc. Registration Statement
                        on Form N-1A, filed with the Commission on January 26,
                        1996. (File Nos.
                        33-52149 and 811-07141).
                  (19)  Conformed copy of Power of Attorney;+

  +   All exhibits are being filed electronically

8.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 8 on Form N-1A filed June 1, 1994. (File Nos. 33-31602 and
     811-5950)

12.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 16 filed September 29, 1995. (File Nos. 33-31602 and
     811-5950)

14.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 19 filed September 19, 1996. (File Nos. 33-31602 and
     811-5950)

16.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 22 filed September 23, 1997. (File Nos. 33-31602 and
     811-5950)


<PAGE>


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 SEPTEMBER 3, 1998
         --------------                          -----------------------

         Shares of Beneficial Interest

         Government Obligations Fund
           Institutional Shares                             946
           Institutional Service Shares                   3,662
         Prime Obligations Fund
           Institutional Shares                           1,887
           Institutional Service Shares                   3,515
         Tax-Free Obligations Fund
           Institutional Shares                             439
           Institutional Service Shares                     607
         Treasury Obligations Fund
           Institutional Shares                           1,495
           Institutional Service Shares                   1,913
           Institutional Capital Shares                      54
         Automated Cash Management Trust
           Institutional Service Shares                  11,588
           Cash II Shares                                46,598
         Government Obligations Tax-Managed Fund
           Institutional Shares                              84
           Institutional Service Shares                     570

Item 27. INDEMNIFICATION:  (1)

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:

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

         The remaining Officers of the investment adviser are:

         Executive Vice Presidents:          William D. Dawson, III
                                             Henry A. Frantzen
                                             J. Thomas Madden

         Senior Vice Presidents:             Joseph M. Balestrino
                                             Drew J. Collins
                                             Jonathan C. Conley
                                             Deborah A. Cunningham
                                             Mark E. Durbiano
                                             Sandra L. McInerney
                                             J. Alan Minteer
                                             Susan M. Nason
                                             Mary Jo Ochson
                                             Robert J. Ostrowski

         Vice Presidents:                    Todd A. Abraham
                                             J. Scott Albrecht
                                             Arthur J. Barry
                                             Randall S. Bauer
                                             David A. Briggs
                                             Micheal W. Casey
                                             Kenneth J. Cody
                                             Alexandre de Bethmann
                                             Michael P. Donnelly
                                             Linda A. Duessel
                                             Donald T. Ellenberger
                                             Kathleen M. Foody-Malus
                                             Thomas M. Franks
                                             Edward C. Gonzales
                                             James E. Grefenstette
                                             Susan R. Hill
                                             Stephen A. Keen
                                             Robert K. Kinsey
                                             Robert M. Kowit
                                             Jeff A. Kozemchak
                                             Richard J. Lazarchic
                                             Steven Lehman
                                             Marian R. Marinack
                                             Charles A. Ritter
                                             Keith J. Sabol
                                             Scott B. Schermerhorn
                                             Frank Semack
                                             Aash M. Shah
                                             Christopher Smith
                                             Tracy P. Stouffer
                                             Gregg S. Tenser
                                             Edward J. Tiedge
                                             Paige M. Wilhelm
                                             Jolanta M. Wysocka

         Assistant Vice Presidents:          Nancy J. Belz
                                             Robert E. Cauley
                                             Lee R. Cunningham, II
                                             B. Anthony Delserone, Jr.
                                             Paul S. Drotch
                                             Salvatore A. Esposito
                                             Donna M. Fabiano
                                             John T. Gentry
                                             William R. Jamison
                                             Constantine Kartsonsas
                                             John C. Kerber
                                             Grant K. McKay
                                             Natalie F. Metz
                                             Joseph M. Natoli
                                             John Sheehy
                                             Michael W. Sirianni
                                             Gregg S. Tenser
                                             Leonardo A. Vila
                                             Lori A. Wolff

         Secretary:                          Stephen A. Keen

         Treasurer:                          Thomas R. Donahue

         Assistant Secretaries:              Thomas R. Donahue
                                             Richard B. Fisher
                                             Christine I. McGonigle

         Assistant Treasurer:                Richard B. Fisher

         The business address of each of the Officers of the investment adviser
         is Federated Investors Tower, 1001 Liberty Avenue, 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.

         For a description of the other business of Federated Administrative
         Services, the investment adviser for Government Obligations Tax-Managed
         Fund, see the section entitled "Fund Information - Management of the
         Fund" in Part A. The affiliations with the Registrant of two of the
         Trustees of Federated Administrative Services are included in Part B of
         this Registration Statement under "Money Market Obligations Trust
         Management." The remaining Trustees of Federated Administrative
         Services, their principal occupations and business addresses are: Mark
         D. Olson (Partner, Wilson, Halbrook & Bayard), 107 W. Market Street,
         Georgetown, Delaware 19947, and Arthur L. Cherry (President, Chief
         Executive Officer, and Trustee, Federated Services Company; Director,
         Edgewood Services, Inc.; Trustee, Advanced Information Systems;
         President and Director, Federated Administrative Services, Inc.;
         President, Federated Administrative Services; Trustee, Federated Bank
         and Trust; President and Trustee, Federated Shareholder Services
         Company; President and Director, FS Holdings, Inc.; Chairman and
         Trustee, Retirement Plan Service Company of America), Federated
         Investors Tower, Pittsburgh, Pennsylvania, 15222-3779. From 1994 to
         January 27, 1997, Mr. Cherry was Managing Partner, AT&T Solutions.

         The remaining Officers of Federated Administrative Services are:

         President:                          Arthur L. Cherry

         Senior Vice Presidents:             S. Elliott Cohan
                                             Emily H. Emigh
                                             Ronald M. Petnuch
                                             Thomas J. Ward

         Vice Presidents:                    Debbie Adams-Marshall
                                             C. Grant Anderson
                                             Keith A. Antle
                                             Gail Cagney
                                             Charles L. Davis, Jr.
                                             Michael L. Guzzi
                                             Matthew S. Hardin
                                             J. Crilley Kelly
                                             Dennis M. Laffey
                                             Joseph S. Machi
                                             Diane M. Marzula
                                             Jay S. Neuman
                                             Kenneth W. Pegher
                                             J. David Richter
                                             Melinda Schmidt
                                             Thomas P. Sholes
                                             Victor R. Siclari
                                             Jeffrey W. Sterling
                                             Richard J. Thomas
                                             C. Christine Thomson


<PAGE>


         Assistant Vice Presidents:          Anthony R. Bosch
                                             Karen M. Brownlee
                                             Mark Crowley
                                             Gerald P. DiMarco
                                             C. Todd Gibson
                                             Timothy S. Johnson
                                             Deborah M. Molini
                                             Donna J. Padezan
                                             Leslie C. Petrone
                                             James R. Risbon

         Secretary:                          Thomas J. Ward

         Treasurer:                          Lawrence Caracciolo

         Assistant Secretary:                S. Elliott Cohan

         The business address of each of the Officers of Federated
         Administrative Services is Federated Investors Tower, 1001 Liberty
         Avenue, Pittsburgh, Pennsylvania 15222-3779.


Item 29.    PRINCIPAL UNDERWRITERS:

      (a)   Federated Securities Corp. the Distributor for shares of the
            Registrant, acts as principal underwriter for the following
            open-end investment companies, including the Registrant:

Automated Government Money Trust; Blanchard Funds; Blanchard Precious Metals
Fund, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; CCB Funds; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated
Adjustable Rate U.S. Government Fund, Inc.; Federated American Leaders Fund,
Inc.; Federated ARMs Fund; Federated Core Trust; Federated Equity Funds;
Federated Equity Income Fund, Inc.; Federated Fund for U.S. Government
Securities, Inc.; Federated GNMA Trust; Federated Government Income Securities,
Inc.; Federated Government Trust; Federated High Income Bond Fund, Inc.;
Federated High Yield Trust; Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Institutional Trust; Federated Insurance
Series; Federated Master Trust; Federated Municipal Opportunities Fund, Inc.;
Federated Municipal Securities Fund, Inc.; Federated Municipal Trust; Federated
Short-Term Municipal Trust; Federated Short-Term U.S. Government Trust;
Federated Stock and Bond Fund, Inc.; Federated Stock Trust; Federated Tax-Free
Trust; Federated Total Return Series, Inc.; Federated U.S. Government Bond Fund;
Federated U.S. Government Securities Fund: 1-3 Years; Federated U.S. Government
Securities Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10
Years; Federated Utility Fund, Inc.; Fixed Income Securities, Inc.; High Yield
Cash Trust; Independence One Mutual Funds; Intermediate Municipal Trust;
International Series, Inc.; Investment Series Funds, Inc.; Investment Series
Trust; Liberty U.S. Government Money Market Trust; Liquid Cash Trust; Managed
Series Trust; Marshall Funds, Inc.; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Obligations Trust II; Money Market Trust;
Municipal Securities Income Trust; Newpoint Funds; Peachtree Funds; Regions
Funds; RIGGS Funds; SouthTrust Funds; Star Funds; Targeted Duration Trust;
Tax-Free Instruments Trust; The Planters Funds; The Virtus Funds; The Wachovia
Funds; The Wachovia Municipal Funds; Tower Mutual 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 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.



         (1)                           (2)                        (3)
Name and Principal            Positions and Offices        Positions and Offices
 BUSINESS ADDRESS                WITH DISTRIBUTOR             WITH REGISTRANT


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

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

Thomas R. Donahue             Director, Assistant Secretary         --
Federated Investors Tower     and Assistant Treasurer
Pittsburgh, PA 15222-3779     Federated Securities Corp

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

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

David M. Taylor               Executive Vice President             --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

Laura M. Deger                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


         (1)                           (2)                        (3)
Name and Principal            Positions and Offices        Positions and Offices
 BUSINESS ADDRESS                WITH DISTRIBUTOR             WITH REGISTRANT

James M. Heaton               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

Ernest G. Anderson            Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Teresa M. Antoszyk            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

Byron F. Bowman               Vice President, Secretary,           --
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

David J. Callahan             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

R. Leonard Corton, 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


Name and Principal            Positions and Offices        Positions and Offices
 BUSINESS ADDRESS                WITH DISTRIBUTOR             WITH REGISTRANT

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

G. Michael Cullen             Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Marc C. Danile                Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

William C. Doyle              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

Mark D. Fisher                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

John K. Goettlicher           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

Raymond Hanley                Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Bruce E. Hastings             Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Beth A. Hetzel                Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

James E. Hickey               Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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


Name and Principal            Positions and Offices        Positions and Offices
 BUSINESS ADDRESS                WITH DISTRIBUTOR             WITH REGISTRANT

Michael W. Koenig             Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael R. Manning            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

Alec H. Neilly                Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas A. Peters III          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

Richard A. Recker             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

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

Brian S. Ronayne              Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas S. Schinabeck          Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Edward L. Smith               Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779



Name and Principal            Positions and Offices        Positions and Offices
 BUSINESS ADDRESS                WITH DISTRIBUTOR             WITH REGISTRANT

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

John A. Staley                Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Colin B. Starks               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

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

Miles J. Wallace              Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

John F. Wallin                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

Edward J. Wojnarowski         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

Edward R. Bozek               Assistant Vice President,            --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Terri E. Bush                 Assistant Vice President,            --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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



Name and Principal            Positions and Offices        Positions and Offices
 BUSINESS ADDRESS                WITH DISTRIBUTOR             WITH REGISTRANT

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


Robert M. Rossi               Assistant Vice President,            --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Leslie K. Platt               Assistant Secretary,                 --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Item 30.    LOCATION OF ACCOUNTS AND RECORDS:

All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:

Registrant                             Federated Investors Tower
                                       Pittsburgh, PA  15222-3779

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

Federated Services Company             Federated Investors Tower
("Administrator")                      Pittsburgh, PA  15222-3779

Federated Management                   Federated Investors Tower
Federated Administrative Services      Pittsburgh, PA  15222-3779
("Advisers")

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

Item 31.    MANAGEMENT SERVICES:  Not applicable.

Item 32.    UNDERTAKINGS:

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





<PAGE>


                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, MONEY MARKET OBLIGATIONS TRUST,
certifies that it meets all of the requirements for effectiveness of this
Amendment to its Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and 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
28th day of September, 1998.

                         MONEY MARKET OBLIGATIONS TRUST

                  BY: /s/ Anthony R. Bosch
                  Anthony R. Bosch, Assistant Secretary
                  Attorney in Fact for John F. Donahue
                  September 28, 1998

    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/ Anthony R. Bosch
    Anthony R. Bosch                Attorney In Fact        September 28, 1998
    ASSISTANT SECRETARY             For the Persons
                                    Listed Below

    NAME                               TITLE

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

J. Christopher Donahue*               President and Trustee

John W. McGonigle*                    Treasurer and Executive Vice
                                      President
                                      (Principal Financial and
                                      Accounting Officer)

Thomas G. Bigley*                     Trustee

John T. Conroy, Jr.*                  Trustee

William J. Copeland*                  Trustee

James E. Dowd, Esq.*                  Trustee

Lawrence D. Ellis, M.D.*              Trustee

Edward L. Flaherty, Jr., Esq.*        Trustee

Peter E. Madden*                      Trustee

John E. Murray, Jr., J.D., S.J.D.*    Trustee

Wesley W. Posvar*                     Trustee

Marjorie P. Smuts*                    Trustee

* By Power of Attorney






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

                         MONEY MARKET OBLIGATIONS TRUST

                                 Amendment No. 2
                              DECLARATION OF TRUST
                              Dated October 3, 1988

      THIS Declaration of Trust is amended as follows:

      Delete the first paragraph of Section 5 in Article III 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 in Article XII, Section 8,
inter alia, to establish and designate any additional Series or Class or to
modify the rights and preferences of any existing Series or Class, the Series
and Classes have been established and designated as: Government Obligations
Fund, Prime Obligations Fund, Tax-Free Obligations Fund, and Treasury
Obligations Fund."

      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 Trustees of the Trust as of the
28th day of February, 1991.

      WITNESS the due execution hereof this 6th day of March, 1991.


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






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


                         MONEY MARKET OBLIGATIONS TRUST

                                 Amendment No. 3
                                       to
                              DECLARATION OF TRUST
                             Dated October 10, 1988



      THIS Declaration of Trust is amended as follows:

      Delete the first paragraph of Section 5 in Article III 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 in Article XII, Section
8, INTER ALIA, to establish and designate any additional Series or Class or to
modify the rights and preferences of any existing Series or Class, the Series
and Classes have been established and designated as:

                  Government Obligations Fund
                  Prime Obligations Fund
                  Tax-Free Obligations Fund
                  Treasury Obligations Cash Reserves
                  Treasury Obligations Fund"

      The undersigned Assistant Secretary of Money Market Obligations Trust
certifies that the above stated amendment is a true and correct Amendment to the
Declaration of Trust, as adopted by the Trustees of the Trust as of the 14th day
of November, 1991.

      WITNESS the due execution hereof this 14th day of November, 1991.



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








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

                         MONEY MARKET OBLIGATIONS TRUST

                                 Amendment No. 4
                                       to
                              DECLARATION OF TRUST
                              Dated October 3, 1988



      THIS Declaration of Trust is amended as follows:

      Delete the first paragraph of Section 5 in Article III 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 in Article XII, Section
8, INTER ALIA, to establish and designate any additional Series or Class or to
modify the rights and preferences of any existing Series or Class, the Series
and Classes have been established and designated as:

                  Government Obligations Fund
                  Prime Obligations Fund
                  Tax-Free Obligations Fund
                  Treasury Obligations Fund"

      The undersigned Assistant Secretary of Money Market Obligations Trust
certifies that the above-stated amendment is a true and correct Amendment to the
Declaration of Trust, as adopted by the Trustees of the Trust as of the 28th day
of August, 1992.

      WITNESS the due execution hereof this 28th day of August, 1992.



                                          /s/ Jeannette Fisher-Garber
                                          Jeannette Fisher-Garber
                                          Assistant Secreta





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


                         MONEY MARKET OBLIGATIONS TRUST

                                 Amendment No. 5
                              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
                    Prime Obligations Fund
                    Tax-Free Obligations Fund
                    Treasury Obligations Fund

     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.



<PAGE>


     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 24th day
of February, 1994.

     WITNESS the due execution hereof this 24th day of February, 1994.



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







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


                         MONEY MARKET OBLIGATIONS TRUST

                                 Amendment No. 6
                              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
                    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 20th day
of May, 1994.

     WITNESS the due execution hereof this 20th day of May, 1994.



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






                                                   Exhibit 2(ii) under Form N-1A
                                          Exhibit 3(ii) under Item 601/ Reg. S-K

                         Money Market Obligations Trust

                                 Amendment No. 1
                                 to the By-Laws

                           Effective November 18, 1997





Delete Article III, Section 7 and replace with the following:



Action by Consent of the Board of Trustees, Executive Committee or Other
Committee. Subject to Article V, Section 1 of these By-Laws, any action required
or permitted to be taken at any meeting of the Trustees, Executive Committee or
any other duly appointed Committee may be taken without a meeting if consents in
writing setting forth such action are signed by all members of the Board or such
committee and such consents are filed with the records of the Trust. In the
event of the death, removal, resignation or incapacity of any Board or committee
member prior to that Trustee signing such consent, the remaining Board or
committee members may re-constitute themselves as the entire Board or committee
until such time as the vacancy is filled in order to fulfill the requirement
that such consents be signed by all members of the Board of committee.






                                                  Exhibit 2(iii) under Form N-1A
                                          Exhibit 3(ii) under Item 601/ Reg. S-K

                         Money Market Obligations Trust

                                  Amendment #2
                                 to the By-Laws

                          (effective February 23, 1998)


Delete Sections 1, 2 and 3 of Article I, OFFICERS AND THEIR ELECTION, and
replace with:

      Section 1. Officers. The Officers of the Trust shall be a President, one
      or more Vice Presidents, a Treasurer, and a Secretary. The Board of
      Trustees, in its discretion, may also elect or appoint a Chairman of the
      Board of Trustees (who must be a Trustee) and other Officers or agents,
      including one or more Assistant Vice Presidents, one or more Assistant
      Secretaries, and one or more Assistant Treasurers. A Vice President, the
      Secretary or the Treasurer may appoint an Assistant Vice President, an
      Assistant Secretary or an Assistant Treasurer, respectively, to serve
      until the next election of Officers. Two or more offices may be held by a
      single person except the offices of President and Vice President may not
      be held by the same person concurrently. It shall not be necessary for any
      Trustee or any Officer to be a holder of shares in any Series or Class of
      the Trust.

      Section 2. Election of Officers. The Officers shall be elected annually by
      the Trustees. Each Officer shall hold office for one year and until the
      election and qualification of his successor, or until earlier resignation
      or removal. The Chairman of the Board of Trustees, if there is one, shall
      be elected annually by and from the Trustees, and serve until a successor
      is so elected and qualified, or until earlier resignation or removal.

      Section 3. Resignations and Removals and Vacancies. Any Officer of the
      Trust may resign at any time by filing a written resignation with the
      Board of Trustees (or Chairman of the Trustees, if there is one), with the
      President, or with the Secretary. Any such resignation shall take effect
      at the time specified therein or, if no time is specified, at the time of
      receipt. Unless otherwise specified therein, the acceptance of such
      resignation shall not be necessary to make it effective. Any Officer
      elected by the Board of Trustees or whose appointment has been ratified by
      the Board of Trustees may be removed with or without cause at any time by
      a majority vote of all of the Trustees. Any other employee of the Trust
      may be removed or dismissed at any time by the President. Any vacancy in
      any of the offices, whether by resignation, removal or otherwise, may be
      filled for the unexpired portion of the term by the President. A vacancy
      in the office of Assistant Vice President may be filled by a Vice
      President; in the office of Assistant Secretary by the Secretary; or in
      the office of Assistant Treasurer by the Treasurer. Any appointment to
      fill any vacancy shall serve subject to ratification by the Board of
      Trustees at its next regular meeting.





                                                   Exhibit 2(iv) under Form N-1A
                                          Exhibit 3(ii) under Item 601/ Reg. S-K


                         Money Market Obligations Trust

                                  Amendment #3
                                 to the By-Laws

                          (effective February 27, 1998)


Delete Section 5 Proxies of Article IV Shareholders' Meetings, and replace with
the following:


      Section 5. Proxies. Any shareholder entitled to vote at any meeting of
      shareholders may vote either in person, by telephone, by electronic means
      including facsimile, or by proxy, but no proxy which is dated more than
      six months before the meeting named therein shall be accepted unless
      otherwise provided in the proxy. Every proxy shall be in writing,
      subscribed by the shareholder or his duly authorized agent or be in such
      other form as may be permitted by law, including documents conveyed by
      electronic transmission. Every proxy shall be dated, but need not be
      sealed, witnessed or acknowledged. The placing of a shareholder's name on
      a proxy or authorizing another to act as the shareholder's agent, pursuant
      to telephone or electronically transmitted instructions obtained in
      accordance with procedures reasonably designed to verify that such
      instructions have been authorized by such shareholder, shall constitute
      execution of a proxy by or on behalf of such shareholder. Where Shares are
      held of record by more than one person, any co-owner or co-fiduciary may
      execute the proxy or give authority to an agent, unless the Secretary of
      the Trust is notified in writing by any co-owner or co-fiduciary that the
      joinder of more than one is to be required. All proxies shall be filed
      with and verified by the Secretary or an Assistant Secretary of the Trust,
      or the person acting as Secretary of the Meeting. Unless otherwise
      specifically limited by their term, all proxies shall entitle the holders
      thereof to vote at any adjournment of such meeting but shall not be valid
      after the final adjournment of such meeting.






                                                    Exhibit 2(v) under Form N-1A
                                          Exhibit 3(ii) under Item 601/ Reg. S-K





                         Money Market Obligations Trust

                                  Amendment #4
                                 to the By-Laws

                            (effective May 12, 1998)

Strike Section 3 - Place of Meeting of Article IV - Shareholders' Meetings and
replace it with the following:

      Section 3. Place of Meeting. Meetings of the shareholders of the Trust or
      a particular Series or Class shall be held at such place within or without
      The Commonwealth of Massachusetts as may be fixed from time to time by
      resolution of the Trustees.

Strike Section 6 - Place of Meeting of Article V - Trustees' Meetings and
replace it with the following:

      Section 6. Place of Meeting. Meetings of the Trustees shall be held at
      such place within or without The Commonwealth of Massachusetts as fixed
      from time to time by resolution of the Trustees, or as the person or
      persons requesting said meeting to be called may designate, but any
      meeting may adjourn to any other place.






                                                   Exhibit 8(ii) under Form N-1A
                                              Exhibit 10 under Item 601/Reg. S-K
                                  STATE STREET
                                DOMESTIC CUSTODY

                                  FEE SCHEDULE

                                 Federated Funds

I.    Custody Services

      Maintain custody of fund assets. Settle portfolio purchases and sales.
      Report buy and sell fails. Determine and collect portfolio income. Make
      cash disbursements and report cash transactions. Monitor corporate
      actions.

                                   ANNUAL FEES

      ASSET

     Per Fund                                                  .25 Basis Points

     Wire Fees                                                 $3.00 per wire

      Settlements:

     o   Each DTC Transaction                                        $5.00
     o   Each Federal Reserve Book Entry Transaction                 $3.75
     o   Each Repo Transaction (All Repo)                            $3.75
     o   Each Physical Transaction (NY/Boston, Private Placement)   $15.00
     o   Each Option Written/Exercised/Expired                      $18.75
         Each Book Entry Muni (Sub-custody) Transaction             $15.00
     o   Government Paydowns                                         $5.00
     o   Maturity Collections                                        $8.00
     o   PTC Transactions                                            $6.00


II.   Special Services

      Fees for activities of a non-recurring nature such as fund consolidation
      or reorganization, extraordinary security shipments and the preparation of
      special reports will be subject to negotiation.



III.  Balance Credit

      Municipal Funds
      A balance credit equal to 75% of the average demand deposit account
      balance in the custodian account for the month billed times the 30 day
      T-Bill Rate on the last Monday of the month billed, will be applied
      against the month's custodian bill.

      Transfer Agent
      A balance credit equal to 100% of the average balance in the transfer
      agent demand deposit accounts, less the reserve requirement and applicable
      related expenses, times 75% of the 30 average Fed Funds Rate.

IV.   Payment

     The above fees will be charged against the funds' custodian checking
account thirty (30) days after the invoice is mailed to the funds' offices.

V. Term of Contract

      The parties agree that this fee schedule shall become effective January 1,
1997.

FEDERATED SERVICES COMPANY                    STATE STREET

BY:    /s/ Douglas L. Hein                    BY:     /s/ Michael E. Hagerty

TITLE: Senior Vice President                  TITLE:  Vice President

DATE:  April 15, 1997                         DATE:   April 8, 1997






                                                    Exhibit 9(i) under Form N-1A
                                               Exhibit 10 under Item 60/Reg. S-K
                               AMENDED & RESTATED
                                    AGREEMENT
                                       for
                            FUND ACCOUNTING SERVICES,
                            ADMINISTRATIVE SERVICES,
                            TRANSFER AGENCY SERVICES
                                       and
                          CUSTODY SERVICES PROCUREMENT

   AGREEMENT made as of March 1, 1996, and amended and restated as of September
1, 1997, 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 "Investment
Company"), on behalf of the portfolios (individually referred to herein as a
"Fund" and collectively as "Funds") of the Investment Company, and FEDERATED
SERVICES COMPANY, a Pennsylvania corporation, having its principal office and
place of business at Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779 on behalf of itself and its subsidiaries (the "Company").

   WHEREAS, the Investment Company 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");

   WHEREAS, the Investment Company may desire to retain the Company as fund
accountant to provide fund accounting services (as herein defined) including
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 desires to accept such appointment;

   WHEREAS, the Investment Company may desire to appoint the Company as its
administrator to provide it with administrative services (as herein defined), if
so indicated on Exhibit, and the Company desires to accept such appointment;

   WHEREAS, the Investment Company may desire to appoint the Company as its
transfer agent and dividend disbursing agent to provide it with transfer agency
services (as herein defined) 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 Investment Company 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

   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 Investment Company 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 Investment Company's Board of
Trustees or Directors ("Board"), the Company will assist the Investment Company
with regard to fund accounting for the Investment Company, 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 realized 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 Investment Company, 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 Investment Company are the
        property of the Investment Company and further agrees to surrender
        promptly to the Investment Company such records upon the Investment
        Company's request;

   G.   At the request of the Investment Company, prepare various reports or
        other financial documents in accordance with generally accepted
        accounting principles as required by federal, state and other applicable
        laws and regulations; and

   H. Such other similar services as may be reasonably requested by the
Investment Company.

   The foregoing, along with any additional services that the Company shall
agree in writing to perform for the Investment Company under this Section One,
shall hereafter be referred to as "Fund Accounting Services."

Article 3.  Compensation and Allocation of Expenses.
   A.   The Funds will compensate the Company for Fund Accounting Services 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.
        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; 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 Investment Company; independent auditors
        expenses; legal and audit department expenses billed to the Company for
        work performed related to the Investment Company, the Funds, or the
        Classes; law firm expenses; organizational 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 attributable to the Fund
        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 Investment Company 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
        Fund Accounting Services. Such person or persons may be affiliates of
        the Company, third-party service providers, or they may be officers and
        employees who are employed by both the Company and the Investment
        Company; provided, however, that the Company shall be as fully
        responsible to each Fund for the acts and omissions of any such
        subcontractor as it is for its own acts and omissions. The compensation
        of such person or persons shall be paid by the Company and no obligation
        shall be incurred on behalf of the Investment Company, the Funds, or the
        Classes in such respect.

SECTION TWO:  ADMINISTRATIVE SERVICES.

Article 4.  Appointment.

   The Investment Company hereby appoints the Company as Administrator for the
period on the terms and conditions set forth in this Agreement. The Company
hereby accepts such appointment and agrees to furnish the services set forth in
Article 5 of this Agreement in return for the compensation set forth in Article
9 of this Agreement.

Article 5.  The Company's Duties.

   As Administrator, and subject to the supervision and control of the Board and
in accordance with Proper Instructions (as defined hereafter) from the
Investment Company, the Company will provide facilities, equipment, and
personnel to carry out the following administrative services for operation of
the business and affairs of the Investment Company and each of its portfolios:

   A.   prepare, file, and maintain the Investment Company's governing documents
        and any amendments thereto, including the Charter (which has already
        been prepared and filed), the By-laws and minutes of meetings of the
        Board and Shareholders;

   B.   prepare and file with the Securities and Exchange Commission and the
        appropriate state securities authorities the registration statements for
        the Investment Company and the Investment Company's shares and all
        amendments thereto, reports to regulatory authorities and shareholders,
        prospectuses, proxy statements, and such other documents all as may be
        necessary to enable the Investment Company to make a continuous offering
        of its shares;

   C.   prepare, negotiate, and administer contracts (if any) on behalf of the
        Investment Company with, among others, the Investment Company's
        investment advisers and distributors, subject to any applicable
        restrictions of the Board or the 1940 Act;

   D.   calculate performance data of the Investment Company for dissemination
        to information services covering the investment company industry;

   E.   prepare and file the Investment Company's tax returns;

   F.   coordinate the layout and printing of publicly disseminated
        prospectuses and reports;

   G. perform internal audit examinations in accordance with a charter to be
      adopted by the Company and the Investment Company;

   H.   assist with the design, development, and operation of the Investment
        Company and the Funds;

   I.   provide individuals reasonably acceptable to the Board for nomination,
        appointment, or election as officers of the Investment Company, who will
        be responsible for the management of certain of the Investment Company's
        affairs as determined by the Investment Company's Board; and

   J.   consult with the Investment Company and its Board on matters concerning
        the Investment Company and its affairs.

   The foregoing, along with any additional services that the Company shall
agree in writing to perform for the Investment Company under this Section Two,
shall hereafter be referred to as "Administrative Services."

Article 6.  Records.

   The Company shall create and maintain all necessary books and records in
accordance with all applicable laws, rules and regulations, including but not
limited to records required by Section 31(a) of the Investment Company act of
1940 and the rules thereunder, as the same may be amended from time to time,
pertaining to the Administrative Services performed by it and not otherwise
created and maintained by another party pursuant to contract with the Investment
Company. Where applicable, such records shall be maintained by the Company for
the periods and in the places required by Rule 31a-2 under the 1940 Act. The
books and records pertaining to the Investment Company which are in the
possession of the Company shall be the property of the Investment Company. The
Investment Company, or the Investment Company's authorized representatives,
shall have access to such books and records at all times during the Company's
normal business hours. Upon the reasonable request of the Investment Company,
copies of any such books and records shall be provided promptly by the Company
to the Investment Company or the Investment Company's authorized
representatives.

Article 7.  Duties of the Fund.

      The Fund assumes full responsibility for the preparation, contents and
distribution of its own offering document and for complying with all applicable
requirements the 1940 Act, the Internal Revenue Code, and any other laws, rules
and regulations of government authorities having jurisdiction.

Article 8.  Expenses.

   The Company shall be responsible for expenses incurred in providing office
space, equipment, and personnel as may be necessary or convenient to provide the
Administrative Services to the Investment Company, including the compensation of
the Company employees who serve as trustees or directors or officers of the
Investment Company. The Investment Company shall be responsible for all other
expenses incurred by the Company on behalf of the Investment Company, including
without limitation postage and courier expenses, printing expenses, travel
expenses, registration fees, filing fees, fees of outside counsel and
independent auditors, or other professional services, organizational expenses,
insurance premiums, fees payable to persons who are not the Company's employees,
trade association dues, and other expenses properly payable by the Funds and/or
the Classes.

Article 9.  Compensation.

   For the Administrative Services provided, the Investment Company hereby
agrees to pay and the Company hereby agrees to accept as full compensation for
its services rendered hereunder an administrative fee at an annual rate per
Fund, as specified below.

   The compensation and out of pocket expenses attributable to the Fund shall be
accrued by the Fund and 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 the
Fund.
            Max. Admin.           Average Daily Net Assets
                Fee                    of the Funds
               .150%               on the first $250 million
               .125%               on the next $250 million
               .100%               on the next $250 million
               .075%               on assets in excess of $750 million
       (Average Daily Net Asset break-points are on a complex-wide basis)

   However, in no event shall the administrative fee received during any year of
the Agreement be less than, or be paid at a rate less than would aggregate
$125,000 per Fund and $30,000 per Class. The minimum fee set forth above in this
Article 9 may increase annually upon each March 1 anniversary of this Agreement
over the minimum fee during the prior 12 months, as calculated under this
agreement, in an amount equal to the increase in Pennsylvania Consumer Price
Index (not to exceed 6% annually) as last reported by the U.S. Bureau of Labor
Statistics for the twelve months immediately preceding such anniversary.

Article 10.  Responsibility of Administrator.

     A.   The Company shall not be liable for any error of judgment or mistake
          of law or for any loss suffered by the Investment Company in
          connection with the matters to which this Agreement relates, except a
          loss resulting from willful misfeasance, bad faith or gross negligence
          on its part in the performance of its duties or from reckless
          disregard by it of its obligations and duties under this Agreement.
          The Company shall be entitled to rely on and may act upon advice of
          counsel (who may be counsel for the Investment Company) on all
          matters, and shall be without liability for any action reasonably
          taken or omitted pursuant to such advice. Any person, even though also
          an officer, director, trustee, partner, employee or agent of the
          Company, who may be or become an officer, director, trustee, partner,
          employee or agent of the Investment Company, shall be deemed, when
          rendering services to the Investment Company or acting on any business
          of the Investment Company (other than services or business in
          connection with the duties of the Company hereunder) to be rendering
          such services to or acting solely for the Investment Company and not
          as an officer, director, trustee, partner, employee or agent or one
          under the control or direction of the Company even though paid by the
          Company.

     B.   The Company shall be kept indemnified by the Investment Company and be
          without liability for any action taken or thing done by it in
          performing the Administrative Services in accordance with the above
          standards. In order that the indemnification provisions contained in
          this Article 10 shall apply, however, it is understood that if in any
          case the Investment Company may be asked to indemnify or hold the
          Company harmless, the Investment Company shall be fully and promptly
          advised of all pertinent facts concerning the situation in question,
          and it is further understood that the Company will use all reasonable
          care to identify and notify the Investment Company promptly concerning
          any situation which presents or appears likely to present the
          probability of such a claim for indemnification against the Investment
          Company. The Investment Company shall have the option to defend the
          Company against any claim which may be the subject of this
          indemnification. In the event that the Investment Company so elects,
          it will so notify the Company and thereupon the Investment Company
          shall take over complete defense of the claim, and the Company shall
          in such situation initiate no further legal or other expenses for
          which it shall seek indemnification under this Article. The Company
          shall in no case confess any claim or make any compromise in any case
          in which the Investment Company will be asked to indemnify the Company
          except with the Investment Company's written consent.

SECTION THREE: Transfer Agency Services.

Article 11.  Terms of Appointment.
   Subject to the terms and conditions set forth in this Agreement, the
Investment Company 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.

Article 12.  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 Investment Company 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)   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; and

        (2)   The Company shall maintain records of account for each Fund and
              Class and advise the Investment Company, 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
              Investment Company 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 check forms and facsimile signature imprinting
              devices, if any; and for the preparation or use, and for keeping
              account of, such forms and devices.

   The foregoing, along with any additional services that the Company shall
agree in writing to perform for the Investment Company under this Section Three,
shall hereafter be referred to as "Transfer Agency Services."



Article 13.  Duties of the Investment Company.
   A.   Compliance

        The Investment Company 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.

   Distributions

        The Fund shall promptly inform the Company of the declaration of any
dividend or distribution on account of any Fund's shares.

Article 14.  Compensation and Expenses.
   A.   Annual Fee

        For performance by the Company pursuant to Section Three of this
        Agreement, the Investment Company 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 Investment Company 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 Investment
        Company 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 Investment Company 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 Investment Company and/or the Funds and a duly authorized
        officer of the Company.

SECTION FOUR: Custody Services Procurement.

Article 15.  Appointment.
   The Investment Company 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 16.  The Company and Its Duties.
   Subject to the review, supervision and control of the Board, the Company
shall:

     A.   evaluate and obtain custody services from a financial institution that
          meets the criteria established in Section 17(f) of the 1940 Act and
          has been approved by the Board as being eligible for selection by the
          Company as an Eligible Custodian;

     B.   negotiate and enter into agreements with Eligible Custodians for the
          benefit of the Investment Company, with the Investment Company as a
          party to each such agreement. The Company may, as paying agent, be a
          party to any agreement with any such Eligible Custodian;

     C.   establish procedures to monitor the nature and the quality of the
          services provided by Eligible Custodians;

     D.   monitor and evaluate the nature and the quality of services provided
          by Eligible Custodians;

     E.   periodically provide to the Investment Company (I) written reports on
          the activities and services of Eligible Custodians; (ii) the nature
          and amount of disbursements made on account of the each Fund 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;

     F.   periodically provide recommendations to the Board to enhance Eligible
          Custodian's customer services capabilities and improve upon fees being
          charged to the Fund by Eligible Custodian; and

   The foregoing, along with any additional services that Company shall agree in
writing to perform for the Fund under this Section Four, shall hereafter be
referred to as "Custody Services Procurement."

Article 17.  Fees and Expenses.
   A.   Annual Fee

        For the performance of Custody Services Procurement by the Company
        pursuant to Section Four of this Agreement, the Investment Company
        and/or the Fund agree to compensate the Company in accordance with the
        fees agreed upon from time to time.

   B.   Reimbursements

        In addition to the fee paid under Section 11A above, the Investment
        Company 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 Investment Company 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 Investment Company and/or the Funds and a duly authorized
        officer of the Company.

Article 18.  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 Four of
this Agreement.

SECTION FIVE: General Provisions.

Article 19.  Proper Instructions.

   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 Investment
Company, or the Fund, and the Company promptly cause such oral instructions to
be confirmed in writing. Proper Instructions may include communications effected
directly between elector-mechanical or electronic devices provided that the
Investment Company, 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 20.  Assignment.
   Except as provided below, neither this Agreement nor any of the rights or
obligations under this Agreement 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.   With regard to Transfer Agency Services, the Company may without further
        consent on the part of the Investment Company subcontract for the
        performance of Transfer Agency Services with

        (1)   its subsidiary, Federated Shareholder Service Company, a Delaware
              business trust, 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

        (2)   such other provider of services duly registered as a transfer
              agent under Section 17A(c)(1) as Company shall select.

        The Company shall be as fully responsible to the Investment Company for
        the acts and omissions of any subcontractor as it is for its own acts
        and omissions.

   C.   With regard to Fund Accounting Services, Administrative Services and
        Custody Procurement Services, the Company may without further consent on
        the part of the Investment Company subcontract for the performance of
        such services with Federated Administrative Services, a wholly-owned
        subsidiary of the Company.

   D.   The Company shall upon instruction from the Investment Company
        subcontract for the performance of services under this Agreement with an
        Agent selected by the Investment Company, other than as described in B.
        and C. above; provided, however, that the Company shall in no way be
        responsible to the Investment Company for the acts and omissions of the
        Agent.

Article 21.  Documents.
   A.   In connection with the appointment of the Company under this Agreement,
        the Investment Company shall file with the Company the following
        documents:

        (1)   A copy of the Charter and by-laws of the Investment Company and
              all amendments thereto;

        (2)   A copy of the resolution of the Board of the Investment Company
              authorizing this Agreement;

        (3)   Printed documentation from the recordkeeping system representing
              outstanding Share certificates of the Investment Company or the
              Funds;

        (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 Investment Company 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 Investment Company;

     (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)  Such other certifications, documents or opinions which the Company
          may, in its discretion, deem necessary or appropriate in the proper
          performance of its duties; and

     (6)  Revisions to the Prospectus of each Fund.

Article 22.  Representations and Warranties.
   A.   Representations and Warranties of the Company

        The Company represents and warrants to the Fund that:

     (1)  it is a corporation duly organized and existing and in good standing
          under the laws of the Commonwealth of Pennsylvania;

     (2)  It is duly qualified to carry on its business in each jurisdiction
          where the nature of its business requires such qualification, and in
          the Commonwealth of Pennsylvania;

     (3)  it is empowered under applicable laws and by its Articles of
          Incorporation 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 an administrator and fund accountant; and

   B.   Representations and Warranties of the Investment Company

        The Investment Company 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 Investment Company 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 23.  Standard of Care and Indemnification.
   A.   Standard of Care

        With regard to Sections One, Three and Four, 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 Investment Company) 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 Investment Company

        The Company shall not be responsible for and the Investment Company 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 Investment Company
              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 Investment Company 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
                    Investment Company.

        (3)   The reliance on, or the carrying out by the Company or its agents
              or subcontractors of Proper Instructions of the Investment
              Company 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 23.B. from liability for any act or omission resulting
              from the Company's willful misfeasance, bad faith, negligence or
              reckless disregard of its duties or failure to meet the standard
              of care set forth in 23.A. above.

   C.   Reliance

        At any time the Company may apply to any officer of the Investment
        Company 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 Investment Company 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 Investment Company
        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
        23 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 24.  Term and Termination of Agreement.
   This Agreement shall be effective from September 1, 1997, and shall continue
until February 28, 2003 (`Term"). Thereafter, the Agreement will continue for 18
month terms. The Agreement can be terminated by either party upon 18 months
notice to be effective as of the end of such 18 month period. In the event,
however, of willful misfeasance, bad faith, negligence or reckless disregard of
its duties by the Company, the Investment Company has the right to terminate the
Agreement upon 60 days written notice, if Company has not cured such willful
misfeasance, bad faith, negligence or reckless disregard of its duties within 60
days. The termination date for all original or after-added Investment companies
which are, or become, a party to this Agreement. shall be coterminous.
Investment Companies that merge or dissolve during the Term, shall cease to be a
party on the effective date of such merger or dissolution.
   Should the Investment Company exercise its rights to terminate, all
out-of-pocket expenses associated with the movement of records and materials
will be borne by the Investment Company or the appropriate Fund. Additionally,
the Company reserves the right to charge for any other reasonable expenses
associated with such termination. The provisions of Articles 10 and 23 shall
survive the termination of this Agreement.

Article 25.  Amendment.
   This Agreement may be amended or modified by a written agreement executed by
both parties.

Article 26.  Interpretive and Additional Provisions.
   In connection with the operation of this Agreement, the Company and the
Investment Company 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 27.  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 28.  Notices.
   Except as otherwise specifically provided herein, Notices and other writings
delivered or mailed postage prepaid to the Investment Company 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 Investment Company or the Company may hereafter specify,
shall be deemed to have been properly delivered or given hereunder to the
respective address.

Article 29.  Counterparts.
      This Agreement may be executed simultaneously in two or more counterparts,
 each of which shall be deemed an original. Article 30. 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 appropriate property of the Fund,
or Class, as provided in the Declaration of Trust.

Article 31.  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 32.  Successor Agent.
   If a successor agent for the Investment Company shall be appointed by the
Investment Company, the Company shall upon termination of this Agreement deliver
to such successor agent at the office of the Company all properties of the
Investment Company 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 33.  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 34.  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 all of
or a substantial portion of its business to a successor, or to a party
controlling, controlled by, or under common control with such party. Nothing in
this Article 34 shall prevent the Company from delegating its responsibilities
to another entity to the extent provided herein.

Article 35.  Severability.
   In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.

Article 36. Limitations of Liability of Trustees and Shareholders of the
Investment Company.
   The execution and delivery of this Agreement have been authorized by the
Trustees of the Investment Company and signed by an authorized officer of the
Investment 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 Investment Company, but bind only the
property of the Fund, or Class, as provided in the Declaration of Trust.



   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.



                                          INVESTMENT COMPANIES (listed on
                                          Exhibit 1)


                                          By:  /s/ S. Elliott Cohan
                                          Name:  S. Elliott Cohan
                                          Title:  Assistant Secretary

                                          FEDERATED SERVICES COMPANY

                                          By: /s/ Thomas J. Ward
                                          Name:  Thomas J. Ward
                                          Title:  Secretary

<PAGE>


                                          Exhibit 1
Money Market obligations Trust
      Government Obligations 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

      Automated Cash Management Trust-
            Institutional Service Shares
            Cash II Shares

      Government Obligations Tax-Managed Fund
            Institutional Shares
            Institutional Service Shares





                                                  Exhibit 9(iii) under form N-1A

                                              Exhibit 10 under Item 601/Reg. S-K

                              Amended and Restated
                         SHAREHOLDER SERVICES AGREEMENT


     THIS AGREEMENT, amended and restated as of the first day of September,
1995, (originally made and entered into as of the first day of March, 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 and who have approved this
form of Agreement (individually referred to herein as a "Fund" and collectively
as "Funds") and Federated Shareholder Services, a Delaware business trust,
having its principal office and place of business at Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779 ("FSS").

1.    The Funds hereby appoint FSS to render or cause to be rendered personal
      services to shareholders of the Funds and/or the maintenance of accounts
      of shareholders of the Funds ("Services"). In addition to providing
      Services directly to shareholders of the Funds, FSS is hereby appointed
      the Funds' agent to select, negotiate and subcontract for the performance
      of Services. FSS hereby accepts such appointments. FSS agrees to provide
      or cause to be provided Services which, in its best judgment (subject to
      supervision and control of the Funds' Boards of Trustees or Directors, as
      applicable), are necessary or desirable for shareholders of the Funds. FSS
      further agrees to provide the Funds, upon request, a written description
      of the Services which FSS is providing hereunder.

2.    During the term of this Agreement, each Fund will pay FSS and FSS agrees
      to accept as full compensation for its services rendered hereunder a fee
      at an annual rate, calculated daily and payable monthly, up to 0.25% of 1%
      of average net assets of each Fund.

      For the payment period in which this Agreement becomes effective or
      terminates with respect to any Fund, there shall be an appropriate
      proration of the monthly fee on the basis of the number of days that this
      Agreement is in effect with respect to such Fund during the month.

3.    This Agreement shall continue in effect for one year from the date of its
      execution, and thereafter for successive periods of one year only if the
      form of this Agreement is approved at least annually by the Board of each
      Fund, including a majority of the members of the Board of the Fund who are
      not interested persons of the Fund ("Independent Board Members") cast in
      person at a meeting called for that purpose.

4. Notwithstanding paragraph 3, this Agreement may be terminated as follows:

      (a)  at any time, without the payment of any penalty, by the vote of a
           majority of the Independent Board Members of any Fund or by a vote of
           a majority of the outstanding voting securities of any Fund as
           defined in the Investment Company Act of 1940 on sixty (60) days'
           written notice to the parties to this Agreement;

      (b) automatically in the event of the Agreement's assignment as defined in
          the Investment Company Act of 1940; and

      (c)  by any party to the Agreement without cause by giving the other
           party at least sixty (60) days' written notice of its intention to
           terminate.

5.    FSS agrees to obtain any taxpayer identification number certification from
      each shareholder of the Funds to which it provides Services that is
      required under Section 3406 of the Internal Revenue Code, and any
      applicable Treasury regulations, and to provide each Fund or its designee
      with timely written notice of any failure to obtain such taxpayer
      identification number certification in order to enable the implementation
      of any required backup withholding.

6.   FSS shall not be liable for any error of judgment or mistake of law or for
     any loss suffered by any Fund in connection with the matters to which this
     Agreement relates, except a loss resulting from willful misfeasance, bad
     faith or gross negligence on its part in the performance of its duties or
     from reckless disregard by it of its obligations and duties under this
     Agreement. FSS shall be entitled to rely on and may act upon advice of
     counsel (who may be counsel for such Fund) on all matters, and shall be
     without liability for any action reasonably taken or omitted pursuant to
     such advice. Any person, even though also an officer, trustee, partner,
     employee or agent of FSS, who may be or become a member of such Fund's
     Board, officer, employee or agent of any Fund, shall be deemed, when
     rendering services to such Fund or acting on any business of such Fund
     (other than services or business in connection with the duties of FSS
     hereunder) to be rendering such services to or acting solely for such Fund
     and not as an officer, trustee, partner, employee or agent or one under the
     control or direction of FSS even though paid by FSS.

      This Section 6 shall survive termination of this Agreement.

7.    No provision of this Agreement may be changed, waived, discharged or
      terminated orally, but only by an instrument in writing signed by the
      party against which an enforcement of the change, waiver, discharge or
      termination is sought.

8.    FSS is expressly put on notice of the limitation of liability as set forth
      in the Declaration of Trust of each Fund that is a Massachusetts business
      trust and agrees that the obligations assumed by each such Fund pursuant
      to this Agreement shall be limited in any case to such Fund and its assets
      and that FSS shall not seek satisfaction of any such obligations from the
      shareholders of such Fund, the Trustees, Officers, Employees or Agents of
      such Fund, or any of them.

9.    The execution and delivery of this Agreement have been authorized by the
      Trustees of FSS and signed by an authorized officer of FSS, 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 FSS, but bind only the trust property of FSS
      as provided in the Declaration of Trust of FSS.

10.   Notices of any kind to be given hereunder shall be in writing (including
      facsimile communication) and shall be duly given if delivered to any Fund
      and to such Fund at the following address: Federated Investors Tower,
      Pittsburgh, PA 15222-3779, Attention: President and if delivered to FSS at
      Federated Investors Tower, Pittsburgh, PA 15222-3779, Attention:
      President.

11.   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. If any provision of this Agreement shall be held
      or made invalid by a court or regulatory agency decision, statute, rule or
      otherwise, the remainder of this Agreement shall not be affected thereby.
      Subject to the provisions of Sections 3 and 4, hereof, this Agreement
      shall be binding upon and shall inure to the benefit of the parties hereto
      and their respective successors and shall be governed by Pennsylvania law;
      provided, however, that nothing herein shall be construed in a manner
      inconsistent with the Investment Company Act of 1940 or any rule or
      regulation promulgated by the Securities and Exchange Commission
      thereunder.

12.   This Agreement may be executed by different parties on separate
      counterparts, each of which, when so executed and delivered, shall be an
      original, and all such counterparts shall together constitute one and the
      same instrument.

13.   This Agreement shall not be assigned by any party without the prior
      written consent of FSS in the case of assignment by any Fund, or of the
      Funds in the case of assignment by FSS, except that any party may assign
      to a successor all of or a substantial portion of its business to a party
      controlling, controlled by, or under common control with such party.
      Nothing in this Section 14 shall prevent FSS from delegating its
      responsibilities to another entity to the extent provided herein.

      IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below 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 Shareholder Services


/s/ Joseph M. Huber                 By: /s/ John W. McGonigle
      Joseph M. Huber                     John W. McGonigle
      Secretary                           President





<PAGE>



                                    Exhibit 1


Money Market obligations Trust
      Government Obligations 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

      Automated Cash Management Trust-
            Institutional Service Shares
            Cash II Shares

      Government Obligations Tax-Managed Fund
            Institutional Shares
            Institutional Service Shares







                                          Exhibit 11 under N-1A
                                          Exhibit 23 under Item 601/Reg SK



                               ARTHUR ANDERSEN LLP






                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the use in
Post-Effective Amendment No. 24 to Form N-1A Registration Statement of the Money
Market Obligations Trust of our report dated September 25, 1998, on the
financial statements of Government Obligations Fund, Prime Obligations Fund,
Treasury Obligations Fund, Tax-Free Obligations Fund, Government Obligations
Tax-Managed Fund, and Automated Cash Management Trust as of July 31, 1998,
included in or made part of this registrations statement.



By: /s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP


Pittsburgh, Pennsylvania,
September 25, 1998






                                                      Exhibit 19 under 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 Secretaries of MONEY MARKET OBLIGATIONS TRUST 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 Securities and Exchange Commission's electronic disclosure system
known as 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 attorneys-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 attorneys-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                 September 1, 1998
John F. Donahue                       (Chief Executive Officer)



/s/J. Christopher Donahue           President                September 1, 1998
J. Christopher Donahue



/s/John W. McGonigle                Treasurer, Executive     September 1, 1998
John W. McGonigle                   Vice President and Secretary
                                    (Principal Financial and
                                        Accounting Officer)



/s/Thomas G. Bigley                 Trustee                  September 1, 1998
Thomas G. Bigley



/s/John T. Conroy, Jr.              Trustee                  September 1, 1998
John T. Conroy, Jr.



<PAGE>


SIGNATURES                          TITLE                                 DATE



/s/William J. Copeland              Trustee                  September 1, 1998
William J. Copeland



/s/James E. Dowd                    Trustee                  September 1, 1998
James E. Dowd



/s/Lawrece D. Ellis, M.D.           Trustee                  September 1, 1998
Lawrence D. Ellis, M.D.



/s/Edward L. Flaherty, Jr.          Trustee                  September 1, 1998
Edward L. Flaherty, Jr.



/s/Peter E. Madden                  Trustee                  September 1, 1998
Peter E. Madden



/s/Gregor F. Meyer                  Trustee                  September 1, 1998
Gregor F. Meyer



/s/John E. Murray, Jr.              Trustee                  September 1, 1998
John E. Murray, Jr.



/s/Wesley W. Posvar                 Trustee                  September 1, 1998
Wesley W. Posvar



/s/Marjorie P. Smuts                Trustee                  September 1, 1998
Marjorie P. Smuts




Sworn to and subscribed before me this 25th day of September         , 1998




/s/ Cheri S. Good
Notarial Seal
Cheri S. Good, Notary Public
Pittsburgh, Allegheny County
My Commission Expires Nov. 19, 2001
Member, Pennsylvania Association of Notaries


WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                        6
<CIK>                            0000856517
<NAME>                           Money Market Obligation Trust
<SERIES>
     <NUMBER>                    052
     <NAME>                      Automated Cash Management Trust - Class CII
       
<S>                              <C>
<PERIOD-TYPE>                    12-MOS
<FISCAL-YEAR-END>                JULY-31-1998
<PERIOD-END>                     JULY-31-1998
<INVESTMENTS-AT-COST>            2,423,951,832
<INVESTMENTS-AT-VALUE>           2,423,951,832
<RECEIVABLES>                    18,768,802
<ASSETS-OTHER>                   483,871
<OTHER-ITEMS-ASSETS>             0
<TOTAL-ASSETS>                   2,443,204,505
<PAYABLE-FOR-SECURITIES>         0
<SENIOR-LONG-TERM-DEBT>          0
<OTHER-ITEMS-LIABILITIES>        5,388,456
<TOTAL-LIABILITIES>              5,388,456
<SENIOR-EQUITY>                  0
<PAID-IN-CAPITAL-COMMON>         2,437,816,049
<SHARES-COMMON-STOCK>            703,754,945
<SHARES-COMMON-PRIOR>            725,266,929
<ACCUMULATED-NII-CURRENT>        0
<OVERDISTRIBUTION-NII>           0
<ACCUMULATED-NET-GAINS>          0
<OVERDISTRIBUTION-GAINS>         0
<ACCUM-APPREC-OR-DEPREC>         0
<NET-ASSETS>                     703,754,945
<DIVIDEND-INCOME>                0
<INTEREST-INCOME>                131,156,654
<OTHER-INCOME>                   0
<EXPENSES-NET>                   (14,895,269)
<NET-INVESTMENT-INCOME>          116,261,385
<REALIZED-GAINS-CURRENT>         0
<APPREC-INCREASE-CURRENT>        0
<NET-CHANGE-FROM-OPS>            116,261,385
<EQUALIZATION>                   0
<DISTRIBUTIONS-OF-INCOME>        (36,795,071)
<DISTRIBUTIONS-OF-GAINS>         0
<DISTRIBUTIONS-OTHER>            0
<NUMBER-OF-SHARES-SOLD>          4,407,143,553
<NUMBER-OF-SHARES-REDEEMED>      (4,463,406,741)
<SHARES-REINVESTED>              34,751,204
<NET-CHANGE-IN-ASSETS>           333,567,168
<ACCUMULATED-NII-PRIOR>          0
<ACCUMULATED-GAINS-PRIOR>        0
<OVERDISTRIB-NII-PRIOR>          0
<OVERDIST-NET-GAINS-PRIOR>       0
<GROSS-ADVISORY-FEES>            11,464,630
<INTEREST-EXPENSE>               0
<GROSS-EXPENSE>                  22,458,873
<AVERAGE-NET-ASSETS>             744,883,485
<PER-SHARE-NAV-BEGIN>            1.000
<PER-SHARE-NII>                  0.050
<PER-SHARE-GAIN-APPREC>          0.000
<PER-SHARE-DIVIDEND>             0.000
<PER-SHARE-DISTRIBUTIONS>        (0.050)
<RETURNS-OF-CAPITAL>             0.000
<PER-SHARE-NAV-END>              1.000
<EXPENSE-RATIO>                  0.76
<AVG-DEBT-OUTSTANDING>           0
<AVG-DEBT-PER-SHARE>             0.000
        







</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                        6
<CIK>                            0000856517
<NAME>                           Money Market Obligation Trust
<SERIES>
     <NUMBER>                    051
     <NAME>                      Automated Cash Management Trust - Class SS
       
<S>                              <C>
<PERIOD-TYPE>                    12-MOS
<FISCAL-YEAR-END>                JULY-31-1998
<PERIOD-END>                     JULY-31-1998
<INVESTMENTS-AT-COST>            2,423,951,832
<INVESTMENTS-AT-VALUE>           2,423,951,832
<RECEIVABLES>                    18,768,802
<ASSETS-OTHER>                   483,871
<OTHER-ITEMS-ASSETS>             0
<TOTAL-ASSETS>                   2,443,204,505
<PAYABLE-FOR-SECURITIES>         0
<SENIOR-LONG-TERM-DEBT>          0
<OTHER-ITEMS-LIABILITIES>        5,388,456
<TOTAL-LIABILITIES>              5,388,456
<SENIOR-EQUITY>                  0
<PAID-IN-CAPITAL-COMMON>         2,437,816,049
<SHARES-COMMON-STOCK>            1,734,061,104
<SHARES-COMMON-PRIOR>            1,378,981,952
<ACCUMULATED-NII-CURRENT>        0
<OVERDISTRIBUTION-NII>           0
<ACCUMULATED-NET-GAINS>          0
<OVERDISTRIBUTION-GAINS>         0
<ACCUM-APPREC-OR-DEPREC>         0
<NET-ASSETS>                     1,734,061,104
<DIVIDEND-INCOME>                0
<INTEREST-INCOME>                131,156,654
<OTHER-INCOME>                   0
<EXPENSES-NET>                   (14,895,269)
<NET-INVESTMENT-INCOME>          116,261,385
<REALIZED-GAINS-CURRENT>         0
<APPREC-INCREASE-CURRENT>        0
<NET-CHANGE-FROM-OPS>            116,261,385
<EQUALIZATION>                   0
<DISTRIBUTIONS-OF-INCOME>        (79,466,314)
<DISTRIBUTIONS-OF-GAINS>         0
<DISTRIBUTIONS-OTHER>            0
<NUMBER-OF-SHARES-SOLD>          7,692,911,743
<NUMBER-OF-SHARES-REDEEMED>      (7,386,286,934)
<SHARES-REINVESTED>              48,454,343
<NET-CHANGE-IN-ASSETS>           333,567,168
<ACCUMULATED-NII-PRIOR>          0
<ACCUMULATED-GAINS-PRIOR>        0
<OVERDISTRIB-NII-PRIOR>          0
<OVERDIST-NET-GAINS-PRIOR>       0
<GROSS-ADVISORY-FEES>            11,464,630
<INTEREST-EXPENSE>               0
<GROSS-EXPENSE>                  22,458,873
<AVERAGE-NET-ASSETS>             1,548,042,596
<PER-SHARE-NAV-BEGIN>            1.000
<PER-SHARE-NII>                  0.050
<PER-SHARE-GAIN-APPREC>          0.000
<PER-SHARE-DIVIDEND>             0.000
<PER-SHARE-DISTRIBUTIONS>        (0.050)
<RETURNS-OF-CAPITAL>             0.000
<PER-SHARE-NAV-END>              1.000
<EXPENSE-RATIO>                  0.59
<AVG-DEBT-OUTSTANDING>           0
<AVG-DEBT-PER-SHARE>             0.000
        







</TABLE>

<TABLE> <S> <C>


<ARTICLE>                        6
<CIK>                            0000856517
<NAME>                           MONEY MARKET OBLIGATIONS TRUST
<SERIES>
     <NUMBER>                    011
     <NAME>                      GOVERNMENT OBLIGATIONS FUND-IS
       
<S>                              <C>
<PERIOD-TYPE>                    12-MOS
<FISCAL-YEAR-END>                JUL-31-1998
<PERIOD-END>                     JUL-31-1998
<INVESTMENTS-AT-COST>            5,402,830,194
<INVESTMENTS-AT-VALUE>           5,402,830,194
<RECEIVABLES>                    24,059,051
<ASSETS-OTHER>                   0
<OTHER-ITEMS-ASSETS>             1,090,234
<TOTAL-ASSETS>                   5,427,979,479
<PAYABLE-FOR-SECURITIES>         26,943,280
<SENIOR-LONG-TERM-DEBT>          0
<OTHER-ITEMS-LIABILITIES>        21,513,158
<TOTAL-LIABILITIES>              48,456,438
<SENIOR-EQUITY>                  0
<PAID-IN-CAPITAL-COMMON>         5,379,523,041
<SHARES-COMMON-STOCK>            3,707,105,575
<SHARES-COMMON-PRIOR>            3,293,391,600
<ACCUMULATED-NII-CURRENT>        0
<OVERDISTRIBUTION-NII>           0
<ACCUMULATED-NET-GAINS>          0
<OVERDISTRIBUTION-GAINS>         0
<ACCUM-APPREC-OR-DEPREC>         0
<NET-ASSETS>                     3,707,105,575
<DIVIDEND-INCOME>                0
<INTEREST-INCOME>                265,042,316
<OTHER-INCOME>                   0
<EXPENSES-NET>                   (12,773,017)
<NET-INVESTMENT-INCOME>          252,269,299
<REALIZED-GAINS-CURRENT>         0
<APPREC-INCREASE-CURRENT>        0
<NET-CHANGE-FROM-OPS>            252,269,299
<EQUALIZATION>                   0
<DISTRIBUTIONS-OF-INCOME>        (185,207,877)
<DISTRIBUTIONS-OF-GAINS>         0
<DISTRIBUTIONS-OTHER>            0
<NUMBER-OF-SHARES-SOLD>          24,848,661,392
<NUMBER-OF-SHARES-REDEEMED>      (24,484,254,216)
<SHARES-REINVESTED>              49,306,799
<NET-CHANGE-IN-ASSETS>           1,149,262,668
<ACCUMULATED-NII-PRIOR>          0
<ACCUMULATED-GAINS-PRIOR>        0
<OVERDISTRIB-NII-PRIOR>          0
<OVERDIST-NET-GAINS-PRIOR>       0
<GROSS-ADVISORY-FEES>            9,364,290
<INTEREST-EXPENSE>               0
<GROSS-EXPENSE>                  26,053,951
<AVERAGE-NET-ASSETS>             3,401,059,430
<PER-SHARE-NAV-BEGIN>            1.000
<PER-SHARE-NII>                  0.050
<PER-SHARE-GAIN-APPREC>          0.000
<PER-SHARE-DIVIDEND>             (0.050)
<PER-SHARE-DISTRIBUTIONS>        0.000
<RETURNS-OF-CAPITAL>             0.000
<PER-SHARE-NAV-END>              1.000
<EXPENSE-RATIO>                  0.20
<AVG-DEBT-OUTSTANDING>           0
<AVG-DEBT-PER-SHARE>             0.000
        







</TABLE>

<TABLE> <S> <C>


<ARTICLE>                        6
<CIK>                            0000856517
<NAME>                           MONEY MARKET OBLIGATIONS TRUST
<SERIES>
     <NUMBER>                    012
     <NAME>                      GOVERNMENT OBLIGATIONS FUND-SS
       
<S>                              <C>
<PERIOD-TYPE>                    12-MOS
<FISCAL-YEAR-END>                JUL-31-1998
<PERIOD-END>                     JUL-31-1998
<INVESTMENTS-AT-COST>            5,402,830,194
<INVESTMENTS-AT-VALUE>           5,402,830,194
<RECEIVABLES>                    24,059,051
<ASSETS-OTHER>                   0
<OTHER-ITEMS-ASSETS>             1,090,234
<TOTAL-ASSETS>                   5,427,979,479
<PAYABLE-FOR-SECURITIES>         26,943,280
<SENIOR-LONG-TERM-DEBT>          0
<OTHER-ITEMS-LIABILITIES>        21,513,158
<TOTAL-LIABILITIES>              48,456,438
<SENIOR-EQUITY>                  0
<PAID-IN-CAPITAL-COMMON>         5,379,523,041
<SHARES-COMMON-STOCK>            1,672,417,466
<SHARES-COMMON-PRIOR>            936,868,773
<ACCUMULATED-NII-CURRENT>        0
<OVERDISTRIBUTION-NII>           0
<ACCUMULATED-NET-GAINS>          0
<OVERDISTRIBUTION-GAINS>         0
<ACCUM-APPREC-OR-DEPREC>         0
<NET-ASSETS>                     1,672,417,466
<DIVIDEND-INCOME>                0
<INTEREST-INCOME>                265,042,316
<OTHER-INCOME>                   0
<EXPENSES-NET>                   (12,773,017)
<NET-INVESTMENT-INCOME>          252,269,299
<REALIZED-GAINS-CURRENT>         0
<APPREC-INCREASE-CURRENT>        0
<NET-CHANGE-FROM-OPS>            252,269,299
<EQUALIZATION>                   0
<DISTRIBUTIONS-OF-INCOME>        (67,061,422)
<DISTRIBUTIONS-OF-GAINS>         0
<DISTRIBUTIONS-OTHER>            0
<NUMBER-OF-SHARES-SOLD>          10,493,984,585
<NUMBER-OF-SHARES-REDEEMED>      (9,785,781,009)
<SHARES-REINVESTED>              27,345,117
<NET-CHANGE-IN-ASSETS>           1,149,262,668
<ACCUMULATED-NII-PRIOR>          0
<ACCUMULATED-GAINS-PRIOR>        0
<OVERDISTRIB-NII-PRIOR>          0
<OVERDIST-NET-GAINS-PRIOR>       0
<GROSS-ADVISORY-FEES>            9,364,290
<INTEREST-EXPENSE>               0
<GROSS-EXPENSE>                  26,053,951
<AVERAGE-NET-ASSETS>             1,281,085,314
<PER-SHARE-NAV-BEGIN>            1.000
<PER-SHARE-NII>                  0.050
<PER-SHARE-GAIN-APPREC>          0.000
<PER-SHARE-DIVIDEND>             (0.050)
<PER-SHARE-DISTRIBUTIONS>        0.000
<RETURNS-OF-CAPITAL>             0.000
<PER-SHARE-NAV-END>              1.000
<EXPENSE-RATIO>                  0.45
<AVG-DEBT-OUTSTANDING>           0
<AVG-DEBT-PER-SHARE>             0.000
        







</TABLE>

<TABLE> <S> <C>


<ARTICLE>                        6
<CIK>                            0000856517
<NAME>                           Money Market Obligations Trust
<SERIES>
     <NUMBER>                    061
     <NAME>                      Government Obligations Tax-Managed Fund -
                                 Institutional Shares
       
<S>                              <C>
<PERIOD-TYPE>                    12-MOS
<FISCAL-YEAR-END>                JUL-31-1998
<PERIOD-END>                     JUL-31-1998
<INVESTMENTS-AT-COST>            1,790,560,936
<INVESTMENTS-AT-VALUE>           1,790,560,936
<RECEIVABLES>                    5,797,044
<ASSETS-OTHER>                   2,521,946
<OTHER-ITEMS-ASSETS>             76,463
<TOTAL-ASSETS>                   1,798,956,389
<PAYABLE-FOR-SECURITIES>         8,996,400
<SENIOR-LONG-TERM-DEBT>          0
<OTHER-ITEMS-LIABILITIES>        6,040,407
<TOTAL-LIABILITIES>              15,036,807
<SENIOR-EQUITY>                  0
<PAID-IN-CAPITAL-COMMON>         1,783,919,582
<SHARES-COMMON-STOCK>            953,268,062
<SHARES-COMMON-PRIOR>            510,682,857
<ACCUMULATED-NII-CURRENT>        0
<OVERDISTRIBUTION-NII>           0
<ACCUMULATED-NET-GAINS>          0
<OVERDISTRIBUTION-GAINS>         0
<ACCUM-APPREC-OR-DEPREC>         0
<NET-ASSETS>                     953,268,062
<DIVIDEND-INCOME>                0
<INTEREST-INCOME>                79,753,751
<OTHER-INCOME>                   0
<EXPENSES-NET>                   (4,641,246)
<NET-INVESTMENT-INCOME>          75,112,505
<REALIZED-GAINS-CURRENT>         0
<APPREC-INCREASE-CURRENT>        0
<NET-CHANGE-FROM-OPS>            75,112,505
<EQUALIZATION>                   0
<DISTRIBUTIONS-OF-INCOME>        (40,176,975)
<DISTRIBUTIONS-OF-GAINS>         0
<DISTRIBUTIONS-OTHER>            0
<NUMBER-OF-SHARES-SOLD>          2,745,127,545
<NUMBER-OF-SHARES-REDEEMED>      (2,319,651,358)
<SHARES-REINVESTED>              17,109,018
<NET-CHANGE-IN-ASSETS>           852,141,938
<ACCUMULATED-NII-PRIOR>          0
<ACCUMULATED-GAINS-PRIOR>        0
<OVERDISTRIB-NII-PRIOR>          0
<OVERDIST-NET-GAINS-PRIOR>       0
<GROSS-ADVISORY-FEES>            2,869,299
<INTEREST-EXPENSE>               0
<GROSS-EXPENSE>                  8,244,267
<AVERAGE-NET-ASSETS>             751,109,210
<PER-SHARE-NAV-BEGIN>            1.000
<PER-SHARE-NII>                  0.050
<PER-SHARE-GAIN-APPREC>          0.000
<PER-SHARE-DIVIDEND>             (0.050)
<PER-SHARE-DISTRIBUTIONS>        0.000
<RETURNS-OF-CAPITAL>             0.000
<PER-SHARE-NAV-END>              1.000
<EXPENSE-RATIO>                  0.20
<AVG-DEBT-OUTSTANDING>           0
<AVG-DEBT-PER-SHARE>             0.000
        









</TABLE>

<TABLE> <S> <C>


<ARTICLE>                        6
<CIK>                            0000856517
<NAME>                           Money Market Obligations Trust
<SERIES>
     <NUMBER>                    062
     <NAME>                      Government Obligations Tax-Managed Fund -
                                 Institutional Service Shares
       
<S>                              <C>
<PERIOD-TYPE>                    12-MOS
<FISCAL-YEAR-END>                JUL-31-1998
<PERIOD-END>                     JUL-31-1998
<INVESTMENTS-AT-COST>            1,790,560,936
<INVESTMENTS-AT-VALUE>           1,790,560,936
<RECEIVABLES>                    5,797,044
<ASSETS-OTHER>                   2,521,946
<OTHER-ITEMS-ASSETS>             76,463
<TOTAL-ASSETS>                   1,798,956,389
<PAYABLE-FOR-SECURITIES>         8,996,400
<SENIOR-LONG-TERM-DEBT>          0
<OTHER-ITEMS-LIABILITIES>        6,040,407
<TOTAL-LIABILITIES>              15,036,807
<SENIOR-EQUITY>                  0
<PAID-IN-CAPITAL-COMMON>         1,783,919,582
<SHARES-COMMON-STOCK>            830,651,520
<SHARES-COMMON-PRIOR>            421,094,787
<ACCUMULATED-NII-CURRENT>        0
<OVERDISTRIBUTION-NII>           0
<ACCUMULATED-NET-GAINS>          0
<OVERDISTRIBUTION-GAINS>         0
<ACCUM-APPREC-OR-DEPREC>         0
<NET-ASSETS>                     830,651,520
<DIVIDEND-INCOME>                0
<INTEREST-INCOME>                79,753,751
<OTHER-INCOME>                   0
<EXPENSES-NET>                   (4,641,246)
<NET-INVESTMENT-INCOME>          75,112,505
<REALIZED-GAINS-CURRENT>         0
<APPREC-INCREASE-CURRENT>        0
<NET-CHANGE-FROM-OPS>            75,112,505
<EQUALIZATION>                   0
<DISTRIBUTIONS-OF-INCOME>        (34,935,530)
<DISTRIBUTIONS-OF-GAINS>         0
<DISTRIBUTIONS-OTHER>            0
<NUMBER-OF-SHARES-SOLD>          3,769,078,366
<NUMBER-OF-SHARES-REDEEMED>      (3,367,675,017)
<SHARES-REINVESTED>              8,153,384
<NET-CHANGE-IN-ASSETS>           852,141,938
<ACCUMULATED-NII-PRIOR>          0
<ACCUMULATED-GAINS-PRIOR>        0
<OVERDISTRIB-NII-PRIOR>          0
<OVERDIST-NET-GAINS-PRIOR>       0
<GROSS-ADVISORY-FEES>            2,869,299
<INTEREST-EXPENSE>               0
<GROSS-EXPENSE>                  8,244,267
<AVERAGE-NET-ASSETS>             683,539,966
<PER-SHARE-NAV-BEGIN>            1.000
<PER-SHARE-NII>                  0.050
<PER-SHARE-GAIN-APPREC>          0.000
<PER-SHARE-DIVIDEND>             (0.050)
<PER-SHARE-DISTRIBUTIONS>        0.000
<RETURNS-OF-CAPITAL>             0.000
<PER-SHARE-NAV-END>              1.000
<EXPENSE-RATIO>                  0.45
<AVG-DEBT-OUTSTANDING>           0
<AVG-DEBT-PER-SHARE>             0.000
        









</TABLE>

<TABLE> <S> <C>


<ARTICLE>                        6
<CIK>                            0000856517
<NAME>                           Money Market Obligations Trust
<SERIES>
     <NUMBER>                    021
     <NAME>                      Prime Obligations Fund-CLASS IS
       
<S>                              <C>
<PERIOD-TYPE>                    12-MOS
<FISCAL-YEAR-END>                JUL-31-1998
<PERIOD-END>                     JUL-31-1998
<INVESTMENTS-AT-COST>            7,437,974,500
<INVESTMENTS-AT-VALUE>           7,437,974,500
<RECEIVABLES>                    34,772,378
<ASSETS-OTHER>                   0
<OTHER-ITEMS-ASSETS>             1,937,656
<TOTAL-ASSETS>                   7,474,684,534
<PAYABLE-FOR-SECURITIES>         0
<SENIOR-LONG-TERM-DEBT>          0
<OTHER-ITEMS-LIABILITIES>        26,123,107
<TOTAL-LIABILITIES>              26,123,107
<SENIOR-EQUITY>                  0
<PAID-IN-CAPITAL-COMMON>         7,448,561,427
<SHARES-COMMON-STOCK>            3,980,339,187
<SHARES-COMMON-PRIOR>            3,588,082,310
<ACCUMULATED-NII-CURRENT>        0
<OVERDISTRIBUTION-NII>           0
<ACCUMULATED-NET-GAINS>          0
<OVERDISTRIBUTION-GAINS>         0
<ACCUM-APPREC-OR-DEPREC>         0
<NET-ASSETS>                     3,980,339,187
<DIVIDEND-INCOME>                0
<INTEREST-INCOME>                408,069,509
<OTHER-INCOME>                   0
<EXPENSES-NET>                   (22,554,750)
<NET-INVESTMENT-INCOME>          385,514,759
<REALIZED-GAINS-CURRENT>         0
<APPREC-INCREASE-CURRENT>        0
<NET-CHANGE-FROM-OPS>            385,514,759
<EQUALIZATION>                   0
<DISTRIBUTIONS-OF-INCOME>        (219,104,923)
<DISTRIBUTIONS-OF-GAINS>         0
<DISTRIBUTIONS-OTHER>            0
<NUMBER-OF-SHARES-SOLD>          55,022,265,485
<NUMBER-OF-SHARES-REDEEMED>      (54,699,283,688)
<SHARES-REINVESTED>              69,275,080
<NET-CHANGE-IN-ASSETS>           1,623,482,048
<ACCUMULATED-NII-PRIOR>          0
<ACCUMULATED-GAINS-PRIOR>        0
<OVERDISTRIB-NII-PRIOR>          0
<OVERDIST-NET-GAINS-PRIOR>       0
<GROSS-ADVISORY-FEES>            14,305,445
<INTEREST-EXPENSE>               0
<GROSS-EXPENSE>                  39,592,735
<AVERAGE-NET-ASSETS>             3,978,888,780
<PER-SHARE-NAV-BEGIN>            1.000
<PER-SHARE-NII>                  0.050
<PER-SHARE-GAIN-APPREC>          0.000
<PER-SHARE-DIVIDEND>             (0.050)
<PER-SHARE-DISTRIBUTIONS>        0.000
<RETURNS-OF-CAPITAL>             0.000
<PER-SHARE-NAV-END>              1.000
<EXPENSE-RATIO>                  0.20
<AVG-DEBT-OUTSTANDING>           0
<AVG-DEBT-PER-SHARE>             0.000
        









</TABLE>

<TABLE> <S> <C>


<ARTICLE>                        6
<CIK>                            0000856517
<NAME>                           Money Market Obligations Trust
<SERIES>
     <NUMBER>                    022
     <NAME>                      Prime Obligations Fund-CLASS SS
       
<S>                              <C>
<PERIOD-TYPE>                    12-MOS
<FISCAL-YEAR-END>                JUL-31-1998
<PERIOD-END>                     JUL-31-1998
<INVESTMENTS-AT-COST>            7,437,974,500
<INVESTMENTS-AT-VALUE>           7,437,974,500
<RECEIVABLES>                    34,772,378
<ASSETS-OTHER>                   0
<OTHER-ITEMS-ASSETS>             1,937,656
<TOTAL-ASSETS>                   7,474,684,534
<PAYABLE-FOR-SECURITIES>         0
<SENIOR-LONG-TERM-DEBT>          0
<OTHER-ITEMS-LIABILITIES>        26,123,107
<TOTAL-LIABILITIES>              26,123,107
<SENIOR-EQUITY>                  0
<PAID-IN-CAPITAL-COMMON>         7,448,561,427
<SHARES-COMMON-STOCK>            3,468,222,240
<SHARES-COMMON-PRIOR>            2,236,997,069
<ACCUMULATED-NII-CURRENT>        0
<OVERDISTRIBUTION-NII>           0
<ACCUMULATED-NET-GAINS>          0
<OVERDISTRIBUTION-GAINS>         0
<ACCUM-APPREC-OR-DEPREC>         0
<NET-ASSETS>                     3,468,222,240
<DIVIDEND-INCOME>                0
<INTEREST-INCOME>                408,069,509
<OTHER-INCOME>                   0
<EXPENSES-NET>                   (22,554,750)
<NET-INVESTMENT-INCOME>          385,514,759
<REALIZED-GAINS-CURRENT>         0
<APPREC-INCREASE-CURRENT>        0
<NET-CHANGE-FROM-OPS>            385,514,759
<EQUALIZATION>                   0
<DISTRIBUTIONS-OF-INCOME>        (166,409,836)
<DISTRIBUTIONS-OF-GAINS>         0
<DISTRIBUTIONS-OTHER>            0
<NUMBER-OF-SHARES-SOLD>          26,172,706,992
<NUMBER-OF-SHARES-REDEEMED>      (24,979,858,993)
<SHARES-REINVESTED>              38,377,172
<NET-CHANGE-IN-ASSETS>           1,623,482,048
<ACCUMULATED-NII-PRIOR>          0
<ACCUMULATED-GAINS-PRIOR>        0
<OVERDISTRIB-NII-PRIOR>          0
<OVERDIST-NET-GAINS-PRIOR>       0
<GROSS-ADVISORY-FEES>            14,305,445
<INTEREST-EXPENSE>               0
<GROSS-EXPENSE>                  39,592,735
<AVERAGE-NET-ASSETS>             3,173,833,783
<PER-SHARE-NAV-BEGIN>            1.000
<PER-SHARE-NII>                  0.050
<PER-SHARE-GAIN-APPREC>          0.000
<PER-SHARE-DIVIDEND>             (0.050)
<PER-SHARE-DISTRIBUTIONS>        0.000
<RETURNS-OF-CAPITAL>             0.000
<PER-SHARE-NAV-END>              1.000
<EXPENSE-RATIO>                  0.45
<AVG-DEBT-OUTSTANDING>           0
<AVG-DEBT-PER-SHARE>             0.000
        







</TABLE>

<TABLE> <S> <C>


<ARTICLE>                        6
<CIK>                            0000856517
<NAME>                           Money Market Obligations Trust
<SERIES>
     <NUMBER>                    031
     <NAME>                      Tax-Free Obligations Fund-Class IS
       
<S>                              <C>
<PERIOD-TYPE>                    12-MOS
<FISCAL-YEAR-END>                JUL-31-1998
<PERIOD-END>                     JUL-31-1998
<INVESTMENTS-AT-COST>            3,261,320,015
<INVESTMENTS-AT-VALUE>           3,261,320,015
<RECEIVABLES>                    22,125,232
<ASSETS-OTHER>                   0
<OTHER-ITEMS-ASSETS>             2,314,895
<TOTAL-ASSETS>                   3,285,760,142
<PAYABLE-FOR-SECURITIES>         57,429,740
<SENIOR-LONG-TERM-DEBT>          0
<OTHER-ITEMS-LIABILITIES>        8,044,218
<TOTAL-LIABILITIES>              65,473,958
<SENIOR-EQUITY>                  0
<PAID-IN-CAPITAL-COMMON>         3,220,252,875
<SHARES-COMMON-STOCK>            2,279,756,872
<SHARES-COMMON-PRIOR>            1,474,256,160
<ACCUMULATED-NII-CURRENT>        (6,573)
<OVERDISTRIBUTION-NII>           0
<ACCUMULATED-NET-GAINS>          39,882
<OVERDISTRIBUTION-GAINS>         0
<ACCUM-APPREC-OR-DEPREC>         0
<NET-ASSETS>                     3,220,286,184
<DIVIDEND-INCOME>                0
<INTEREST-INCOME>                94,553,456
<OTHER-INCOME>                   0
<EXPENSES-NET>                   (7,144,951)
<NET-INVESTMENT-INCOME>          87,408,505
<REALIZED-GAINS-CURRENT>         131,365
<APPREC-INCREASE-CURRENT>        0
<NET-CHANGE-FROM-OPS>            87,539,870
<EQUALIZATION>                   0
<DISTRIBUTIONS-OF-INCOME>        (63,605,236)
<DISTRIBUTIONS-OF-GAINS>         0
<DISTRIBUTIONS-OTHER>            0
<NUMBER-OF-SHARES-SOLD>          12,763,472,990
<NUMBER-OF-SHARES-REDEEMED>      (11,966,763,689)
<SHARES-REINVESTED>              8,791,413
<NET-CHANGE-IN-ASSETS>           1,158,123,178
<ACCUMULATED-NII-PRIOR>          0
<ACCUMULATED-GAINS-PRIOR>        0
<OVERDISTRIB-NII-PRIOR>          0
<OVERDIST-NET-GAINS-PRIOR>       0
<GROSS-ADVISORY-FEES>            5,174,140
<INTEREST-EXPENSE>               0
<GROSS-EXPENSE>                  14,417,541
<AVERAGE-NET-ASSETS>             1,844,278,171
<PER-SHARE-NAV-BEGIN>            1.000
<PER-SHARE-NII>                  0.030
<PER-SHARE-GAIN-APPREC>          0.000
<PER-SHARE-DIVIDEND>             (0.030)
<PER-SHARE-DISTRIBUTIONS>        0.000
<RETURNS-OF-CAPITAL>             0.000
<PER-SHARE-NAV-END>              1.000
<EXPENSE-RATIO>                  0.20
<AVG-DEBT-OUTSTANDING>           0
<AVG-DEBT-PER-SHARE>             0.000
        







</TABLE>

<TABLE> <S> <C>


<ARTICLE>                        6
<CIK>                            0000856517
<NAME>                           Money Market Obligations Trust
<SERIES>
     <NUMBER>                    032
     <NAME>                      Tax-Free Obligations Fund-CLASS ISS
       
<S>                              <C>
<PERIOD-TYPE>                    12-MOS
<FISCAL-YEAR-END>                JUL-31-1998
<PERIOD-END>                     JUL-31-1998
<INVESTMENTS-AT-COST>            3,261,320,015
<INVESTMENTS-AT-VALUE>           3,261,320,015
<RECEIVABLES>                    22,125,232
<ASSETS-OTHER>                   0
<OTHER-ITEMS-ASSETS>             2,314,895
<TOTAL-ASSETS>                   3,285,760,142
<PAYABLE-FOR-SECURITIES>         57,429,740
<SENIOR-LONG-TERM-DEBT>          0
<OTHER-ITEMS-LIABILITIES>        8,044,218
<TOTAL-LIABILITIES>              65,473,958
<SENIOR-EQUITY>                  0
<PAID-IN-CAPITAL-COMMON>         3,220,252,875
<SHARES-COMMON-STOCK>            940,496,003
<SHARES-COMMON-PRIOR>            588,004,901
<ACCUMULATED-NII-CURRENT>        (6,573)
<OVERDISTRIBUTION-NII>           0
<ACCUMULATED-NET-GAINS>          39,882
<OVERDISTRIBUTION-GAINS>         0
<ACCUM-APPREC-OR-DEPREC>         0
<NET-ASSETS>                     3,220,286,184
<DIVIDEND-INCOME>                0
<INTEREST-INCOME>                94,553,456
<OTHER-INCOME>                   0
<EXPENSES-NET>                   (7,144,951)
<NET-INVESTMENT-INCOME>          87,408,505
<REALIZED-GAINS-CURRENT>         131,365
<APPREC-INCREASE-CURRENT>        0
<NET-CHANGE-FROM-OPS>            87,539,870
<EQUALIZATION>                   0
<DISTRIBUTIONS-OF-INCOME>        (23,803,270)
<DISTRIBUTIONS-OF-GAINS>         0
<DISTRIBUTIONS-OTHER>            0
<NUMBER-OF-SHARES-SOLD>          3,474,096,284
<NUMBER-OF-SHARES-REDEEMED>      (3,125,459,838)
<SHARES-REINVESTED>              3,854,654
<NET-CHANGE-IN-ASSETS>           1,158,123,178
<ACCUMULATED-NII-PRIOR>          0
<ACCUMULATED-GAINS-PRIOR>        0
<OVERDISTRIB-NII-PRIOR>          0
<OVERDIST-NET-GAINS-PRIOR>       0
<GROSS-ADVISORY-FEES>            5,174,140
<INTEREST-EXPENSE>               0
<GROSS-EXPENSE>                  14,417,541
<AVERAGE-NET-ASSETS>             742,791,973
<PER-SHARE-NAV-BEGIN>            1.000
<PER-SHARE-NII>                  0.030
<PER-SHARE-GAIN-APPREC>          0.000
<PER-SHARE-DIVIDEND>             (0.030)
<PER-SHARE-DISTRIBUTIONS>        0.000
<RETURNS-OF-CAPITAL>             0.000
<PER-SHARE-NAV-END>              1.000
<EXPENSE-RATIO>                  0.45
<AVG-DEBT-OUTSTANDING>           0
<AVG-DEBT-PER-SHARE>             0.000
        







</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                        6
<CIK>                            0000856517
<NAME>                           Money Market Obligations Trust
<SERIES>
     <NUMBER>                    043
     <NAME>                      Treasury Obligations Fund Institutional
                                 Capital Shares
       
<S>                              <C>
<PERIOD-TYPE>                    12-Mos
<FISCAL-YEAR-END>                July-31-1998
<PERIOD-END>                     July-31-1998
<INVESTMENTS-AT-COST>            10,374,566,972
<INVESTMENTS-AT-VALUE>           10,374,566,972
<RECEIVABLES>                    28,653,459
<ASSETS-OTHER>                   0
<OTHER-ITEMS-ASSETS>             2,153,988
<TOTAL-ASSETS>                   10,405,374,419
<PAYABLE-FOR-SECURITIES>         0
<SENIOR-LONG-TERM-DEBT>          0
<OTHER-ITEMS-LIABILITIES>        38,372,530
<TOTAL-LIABILITIES>              38,372,530
<SENIOR-EQUITY>                  0
<PAID-IN-CAPITAL-COMMON>         10,367,001,889
<SHARES-COMMON-STOCK>            31,702,818
<SHARES-COMMON-PRIOR>            42,505,318
<ACCUMULATED-NII-CURRENT>        0
<OVERDISTRIBUTION-NII>           0
<ACCUMULATED-NET-GAINS>          0
<OVERDISTRIBUTION-GAINS>         0
<ACCUM-APPREC-OR-DEPREC>         0
<NET-ASSETS>                     31,702,818
<DIVIDEND-INCOME>                0
<INTEREST-INCOME>                541,436,483
<OTHER-INCOME>                   0
<EXPENSES-NET>                   (30,695,001)
<NET-INVESTMENT-INCOME>          510,741,482
<REALIZED-GAINS-CURRENT>         0
<APPREC-INCREASE-CURRENT>        0
<NET-CHANGE-FROM-OPS>            510,741,482
<EQUALIZATION>                   0
<DISTRIBUTIONS-OF-INCOME>        (2,260,728)
<DISTRIBUTIONS-OF-GAINS>         0
<DISTRIBUTIONS-OTHER>            0
<NUMBER-OF-SHARES-SOLD>          797,959,651
<NUMBER-OF-SHARES-REDEEMED>      (810,739,103)
<SHARES-REINVESTED>              1,976,952
<NET-CHANGE-IN-ASSETS>           2,455,803,056
<ACCUMULATED-NII-PRIOR>          0
<ACCUMULATED-GAINS-PRIOR>        0
<OVERDISTRIB-NII-PRIOR>          0
<OVERDIST-NET-GAINS-PRIOR>       0
<GROSS-ADVISORY-FEES>            19,318,524
<INTEREST-EXPENSE>               0
<GROSS-EXPENSE>                  53,428,799
<AVERAGE-NET-ASSETS>             9,659,261,861
<PER-SHARE-NAV-BEGIN>            1.000
<PER-SHARE-NII>                  0.050
<PER-SHARE-GAIN-APPREC>          0.000
<PER-SHARE-DIVIDEND>             0.000
<PER-SHARE-DISTRIBUTIONS>        (0.050)
<RETURNS-OF-CAPITAL>             0.000
<PER-SHARE-NAV-END>              1.000
<EXPENSE-RATIO>                  0.30
<AVG-DEBT-OUTSTANDING>           0
<AVG-DEBT-PER-SHARE>             0.000
        







</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                        6
<CIK>                            0000856517
<NAME>                           Money Market Obligations Trust
<SERIES>
     <NUMBER>                    041
     <NAME>                      Treasury Obligations Fund Institutional
                                 Shares
       
<S>                              <C>
<PERIOD-TYPE>                    12-Mos
<FISCAL-YEAR-END>                July-31-1998
<PERIOD-END>                     July-31-1998
<INVESTMENTS-AT-COST>            10,374,566,972
<INVESTMENTS-AT-VALUE>           10,374,566,972
<RECEIVABLES>                    28,653,459
<ASSETS-OTHER>                   0
<OTHER-ITEMS-ASSETS>             2,153,988
<TOTAL-ASSETS>                   10,405,374,419
<PAYABLE-FOR-SECURITIES>         0
<SENIOR-LONG-TERM-DEBT>          0
<OTHER-ITEMS-LIABILITIES>        38,372,530
<TOTAL-LIABILITIES>              38,372,530
<SENIOR-EQUITY>                  0
<PAID-IN-CAPITAL-COMMON>         10,367,001,889
<SHARES-COMMON-STOCK>            5,289,870,944
<SHARES-COMMON-PRIOR>            4,814,583,335
<ACCUMULATED-NII-CURRENT>        0
<OVERDISTRIBUTION-NII>           0
<ACCUMULATED-NET-GAINS>          0
<OVERDISTRIBUTION-GAINS>         0
<ACCUM-APPREC-OR-DEPREC>         0
<NET-ASSETS>                     5,289,870,944
<DIVIDEND-INCOME>                0
<INTEREST-INCOME>                541,436,483
<OTHER-INCOME>                   0
<EXPENSES-NET>                   (30,695,001)
<NET-INVESTMENT-INCOME>          510,741,482
<REALIZED-GAINS-CURRENT>         0
<APPREC-INCREASE-CURRENT>        0
<NET-CHANGE-FROM-OPS>            510,741,482
<EQUALIZATION>                   0
<DISTRIBUTIONS-OF-INCOME>        (283,582,801)
<DISTRIBUTIONS-OF-GAINS>         0
<DISTRIBUTIONS-OTHER>            0
<NUMBER-OF-SHARES-SOLD>          29,392,382,133
<NUMBER-OF-SHARES-REDEEMED>      (28,963,019,841)
<SHARES-REINVESTED>              45,925,317
<NET-CHANGE-IN-ASSETS>           2,455,803,056
<ACCUMULATED-NII-PRIOR>          0
<ACCUMULATED-GAINS-PRIOR>        0
<OVERDISTRIB-NII-PRIOR>          0
<OVERDIST-NET-GAINS-PRIOR>       0
<GROSS-ADVISORY-FEES>            19,318,524
<INTEREST-EXPENSE>               0
<GROSS-EXPENSE>                  53,428,799
<AVERAGE-NET-ASSETS>             9,659,261,861
<PER-SHARE-NAV-BEGIN>            1.000
<PER-SHARE-NII>                  0.050
<PER-SHARE-GAIN-APPREC>          0.000
<PER-SHARE-DIVIDEND>             0.000
<PER-SHARE-DISTRIBUTIONS>        (0.050)
<RETURNS-OF-CAPITAL>             0.000
<PER-SHARE-NAV-END>              1.000
<EXPENSE-RATIO>                  0.20
<AVG-DEBT-OUTSTANDING>           0
<AVG-DEBT-PER-SHARE>             0.000
        







</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                        6
<CIK>                            0000856517
<NAME>                           Money Market Obligations Trust
<SERIES>
     <NUMBER>                    042
     <NAME>                      Treasury Obligations Fund Institutional
                                 Service Shares
       
<S>                              <C>
<PERIOD-TYPE>                    12-Mos
<FISCAL-YEAR-END>                July-31-1998
<PERIOD-END>                     July-31-1998
<INVESTMENTS-AT-COST>            10,374,566,972
<INVESTMENTS-AT-VALUE>           10,374,566,972
<RECEIVABLES>                    28,653,459
<ASSETS-OTHER>                   0
<OTHER-ITEMS-ASSETS>             2,153,988
<TOTAL-ASSETS>                   10,405,374,419
<PAYABLE-FOR-SECURITIES>         0
<SENIOR-LONG-TERM-DEBT>          0
<OTHER-ITEMS-LIABILITIES>        38,372,530
<TOTAL-LIABILITIES>              38,372,530
<SENIOR-EQUITY>                  0
<PAID-IN-CAPITAL-COMMON>         10,367,001,889
<SHARES-COMMON-STOCK>            5,045,428,127
<SHARES-COMMON-PRIOR>            3,054,110,180
<ACCUMULATED-NII-CURRENT>        0
<OVERDISTRIBUTION-NII>           0
<ACCUMULATED-NET-GAINS>          0
<OVERDISTRIBUTION-GAINS>         0
<ACCUM-APPREC-OR-DEPREC>         0
<NET-ASSETS>                     5,045,428,127
<DIVIDEND-INCOME>                0
<INTEREST-INCOME>                541,436,483
<OTHER-INCOME>                   0
<EXPENSES-NET>                   (30,695,001)
<NET-INVESTMENT-INCOME>          510,741,482
<REALIZED-GAINS-CURRENT>         0
<APPREC-INCREASE-CURRENT>        0
<NET-CHANGE-FROM-OPS>            510,741,482
<EQUALIZATION>                   0
<DISTRIBUTIONS-OF-INCOME>        (224,897,953)
<DISTRIBUTIONS-OF-GAINS>         0
<DISTRIBUTIONS-OTHER>            0
<NUMBER-OF-SHARES-SOLD>          31,821,116,897
<NUMBER-OF-SHARES-REDEEMED>      (29,904,414,631)
<SHARES-REINVESTED>              74,615,681
<NET-CHANGE-IN-ASSETS>           2,455,803,056
<ACCUMULATED-NII-PRIOR>          0
<ACCUMULATED-GAINS-PRIOR>        0
<OVERDISTRIB-NII-PRIOR>          0
<OVERDIST-NET-GAINS-PRIOR>       0
<GROSS-ADVISORY-FEES>            19,318,524
<INTEREST-EXPENSE>               0
<GROSS-EXPENSE>                  53,428,799
<AVERAGE-NET-ASSETS>             9,659,261,861
<PER-SHARE-NAV-BEGIN>            1.000
<PER-SHARE-NII>                  0.050
<PER-SHARE-GAIN-APPREC>          0.000
<PER-SHARE-DIVIDEND>             0.000
<PER-SHARE-DISTRIBUTIONS>        (0.050)
<RETURNS-OF-CAPITAL>             0.000
<PER-SHARE-NAV-END>              1.000
<EXPENSE-RATIO>                  0.45
<AVG-DEBT-OUTSTANDING>           0
<AVG-DEBT-PER-SHARE>             0.000
        







</TABLE>


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