INDEPENDENT AUDITORS' REPORT
To the Board of Trustees and Shareholders of Federated Tax-Free Trust:
In planning and performing our audit of the financial statements of
Federated Tax-Free Trust (the "Fund") for the year ended
October 31, 2000, (on which we have issued our report dated
December 8, 2000), we considered its internal control, including
control activities for safeguarding securities, in order to
determine our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the
requirements of Form N-SAR, and not to provide assurance
on the Fund's internal control.
The management of the Fund is responsible for establishing and
maintaining internal control. In fulfilling this responsibility,
estimates and judgments by management are required to assess the expected
benefits and related costs of controls. Generally, controls that are
relevant to an audit pertain to the entity's objective of preparing
financial statements for external purposes that are fairly presented in
conformity with accounting principles generally accepted in the United
States of America. Those controls include the safeguarding of assets
against unauthorized acquisition, use, or disposition.
Because of inherent limitations in any internal control, misstatements due to
error or fraud may occur and not be detected. Also, projections of any
evaluation of internal control to future periods are subject to the risk
that the internal control may become inadequate because of changes in
conditions or that the degree of compliance with policies or procedures
may deteriorate.
Our consideration of the Fund's internal control would not necessarily
disclose all matters in internal control that might be material weaknesses
under standards established by the American Institute of Certified Public
Accountants.A material weakness is a condition in which the design or
operation of one or more of the internal control components does not
reduce to a relatively low level the risk that misstatements due to
error or fraud in amounts that would be material in relation to the
financial statements being audited may occur and not be detected within
a timely period by employees in the normal course of performing their
assigned functions. However, we noted no matters involving
the Fund's internal control and its operation, including controls for
safeguarding securities, that we consider to be material weaknesses
as defined above as of October 31, 2000.
This report is intended solely for the information and use of management,
the Trustees and Shareholders of Federated Tax-Free Trust and the Securities
and Exchange Commission and is not intended to be and should not be used by
anyone other than these specified parties.
December 8, 2000
